Provisions are recognised only when the Company hasa present obligation (legal or constructive) as a result ofpast events, and it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation, and a reliable estimate can be made of theamount of the obligation. When the effect of the time valueof money is material, the Company determines the level ofprovision by discounting the expected cash flows at a pre¬tax rate reflecting the current rates specific to the liability.The expense relating to any provision is presented in thestatement of profit and loss net of any reimbursement.
Provisions are reviewed at each balance sheet date andadjusted to reflect the current best estimate. If it is nolonger probable that an outflow of resources would berequired to settle the obligation, the provision is reversed.
Contingent liability is disclosed in case of presentobligation arising from past events, when it is not probablethat an outflow of resources will be required to settle theobligations and the present obligation arising from pastevents, when no reliable estimate is possible.
Stock options are granted to the employees under thestock option scheme. The costs of stock options grantedto the employees (equity-settled awards) of the Companyare measured at the fair value of the equity instrumentsgranted. For each stock option, the measurement of fairvalue is performed on the grant date. The grant date is thedate on which the Company and the employees agree tothe stock option scheme. The fair value so determined isrevised only if the stock option scheme is modified in amanner that is beneficial to the employees.
This cost is recognised, together with a correspondingincrease in share-based payment (SBP) reserves in equityover the period in which the performance and/or serviceconditions are fulfilled in employee benefits expenseThe cumulative expense recognised for equity-settledtransactions at each reporting date until the vesting datereflects the extent to which the vesting period has expireeand the Company's best estimate of the number of equityinstruments that will ultimately vest. The statement oiprofit and loss expense or Credit for a period representsthe movement in cumulative expense recognised as a1the beginning and end of that period and is recognisedin employee benefits expense. On cancellation or lapse oioptions granted to employees, the compensation chargedearlier will be moved from sharebased payment reservewith corresponding credit in retained earnings.
The dilutive effect of outstanding options is reflected asadditional share dilution in the computation of dilutedearnings per share.
If the options vests in instalments (i.e. the options ves1pro rata over the service period), then each instalment istreated as a separate share option grant because eachinstalment has a different vesting period.
The Company recognises a liability to make cashdistributions to equity holders when the distributionis authorised and the distribution is no longer at thediscretion of the Company. As per the Companies Act, 2013in India, a distribution of final dividend is authorised wherit is approved by the shareholders and interim dividendapproved by the Board. A corresponding amount is thenrecognised directly in equity. In case of interim dividendit is recognised on payment basis as they are revocable tilactually paid.
Revenue (other than for those items to which Ind AS 109Financial Instruments are applicable) is recognised at failvalue of the consideration received or receivable when thecompany satisfies the performance obligation under thecontract with the customer.
Dividend income (including from FVOCI investments]is recognised when the Company's right to receive thepayment is established and it is probable that the economicbenefits associated with the dividend will flow to the entityand the amount of the dividend can be measured reliably.
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetarybenefits that are expected to be settled wholly within 12months after the end of the period in which the employeesrender the related service are recognized in respect ofemployees' services up to the end of the reporting periodand are measured at the amounts expected to be paidwhen the liabilities are settled. The liabilities are presentedas employee benefit obligations in the balance sheet.
(ii) Post-employment obligations
The company operates the following post-employmentschemes:
(a) defined contribution plans such as provident fund,superannuation and Employee's state insurancescheme
(b) defined benefit plans such as gratuity
a) Defined Contribution Scheme
Retirement benefit in the form of provident fund is a definedcontribution scheme. The Company has no obligation,other than the contribution payable to the provident fund.The Company recognises contribution payable to theprovident fund scheme as an expense, when an employeerenders the related service.
Employees' State Insurance: The Company contributesto Employees State Insurance Scheme and recognizessuch contribution as an expense in the Statement of Profitand Loss in the period when services are rendered by theemployees.
Superannuation: The Company contributes a sumequivalent to 15% of eligible employees' salary to aSuperannuation Fund administered by trustees andmanaged by Life Insurance Corporation of India ("LIC").The Company has no liability for future SuperannuationFund benefits other than its contribution and recognizessuch contributions as an expense in the Statement of Profitand Loss in the period when services are rendered by theemployees.
b) Defined Benefit Scheme
Gratuity: The Company makes contribution to a GratuityFund administered by trustees and managed by LIC. TheCompany accounts its liability for future gratuity benefitsbased on actuarial valuation, as at the Balance Sheet date,determined every year by an independent actuary usingthe Projected Unit Credit method.
Re-measurements, comprising of actuarial gains andlosses, the effect of the asset ceiling, excluding amountsincluded in net interest on the net defined benefit liability
and the return on plan assets are recognised immediatelyin the balance sheet with a corresponding debit or credit toretained earnings through OCI in the period in which theyoccur. Remeasurements are not reclassified to profit or lossin subsequent periods.
Past service costs are recognised in profit or loss on theearlier of:
? The date of the plan amendment or curtailment, and
? The date that the Company recognises relatedrestructuring costs
Net interest is calculated by applying the discount rateto the net defined benefit liability or asset. The Companyrecognises the following changes in the net defined benefitobligation as an expense in the statement of profit and loss:
? Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non¬routine settlements; and
? Net interest expense or income
c) Compensated Absences: The Company treats its liabilityfor compensated absences based on actuarial valuation asat the Balance Sheet date, determined by an independentactuary using the Projected Unit Credit method.
Actuarial gains and losses are recognised under OCI in thestatement of Profit and Loss in the year in which they occurand not deferred.
Basic Earnings Per Share is calculated by dividing thenet profit or loss for the year attributable to equityshareholders by the weighted average number of equityshares outstanding during the year.
Earnings considered for Earnings per share is the net profitfor the year after deducting preference dividend, if any, andattributable tax thereto for the year.
The weighted average number of equity shares outstandingduring the period and for all periods presented is adjustedfor events, such as bonus shares, other than the conversionof potential equity shares, that have changed the numberof equity shares outstanding, without a correspondingchange in resources. For the purpose of calculatingdiluted earnings per share, the net profit or loss for theyear attributable to equity shareholders and the weightedaverage number of shares outstanding during the yearis adjusted for the effects of all dilutive potential equityshares.
Cash #ows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effects oftransactions of non-cash nature and any deferrals oraccruals of past or future cash receipts or payments.
For the purpose of the Statement of Cash Flows, cash andcash equivalents as defined above, net of outstanding bankoverdrafts as they are considered an integral part of cashmanagement of the Company.
An operating segment is a component of the Company thatengages in the business activities from which it may earnrevenues and incur expenses, whose operating results areregularly reviewed by Company's Chief operating decisionmaker.
Revenue and expenses have been identified to segmentson the basis of their relationship to the operating activitiesof the Segment. Revenue and expenses, which relate to theenterprise as a whole and are not allocable to Segmentson a reasonable basis have been included under "Un¬allocable".
Assets and liabilities have been identified to segments onthe basis of their relationship to the operating activitiesof the Segment. Assets and liabilities, which relate to theenterprise as a whole and are not allocable to Segmentson a reasonable basis have been included under "Un¬allocable".
The preparation of the Company's financial statementsrequires management to make judgements, estimates andassumptions that affect the reported amount of revenues,expenses, assets and liabilities, and the accompanyingdisclosures, as well as the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates couldresult in outcomes that require a material adjustment tothe carrying amount of assets or liabilities affected in futureperiod
In the process of applying the Company's accountingpolicies, management has made the following judgements/estimates, which have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilitieswithin the next financial year.
i. Business Model Assessment
The Company from time to time enters into direct bilateralassignment deals, which qualify for de-recognition under
Ind AS 109. Accordingly, the assessment of the Company'sbusiness model for managing its financial assets becomesa critical judgment.
Further, the Company also made an investment in theGovernment securities in order to comply the liquidityratio compliance as required by RBI pursuant to its masterdirections. The Company intends to hold these assetstill maturity expects that any sale if any necessitated byrequirements are likely to be infrequent and immaterial.Accordingly, the related assessment becomes a criticaljudgement to determine the business model for suchfinancial assets under Ind AS.
ii. Fair value of financial instruments
The fair value of financial instruments is the price thatwould be received to sell an asset or paid to transfer aliability in an orderly transaction in the principal (or mostadvantageous) market at the measurement date undercurrent market conditions (i.e., an exit price) regardlessof whether that price is directly observable or estimatedusing another valuation technique. When the fair valuesof financial assets and financial liabilities recorded in thebalance sheet cannot be derived from active markets, theyare determined using a variety of valuation techniques thatinclude the use of valuation models. The inputs to thesemodels are taken from observable markets where possible,but where this is not feasible, estimation is required inestablishing fair values. Judgements and estimates includeconsiderations of liquidity and model inputs related toitems such as credit risk (both own and counterparty),funding value adjustments, correlation and volatility.
iii. Impairment of financial asset
The measurement of impairment losses across all categoriesof financial assets requires judgement, in particular, theestimation of the amount and timing of future cash flowsand collateral values when determining impairment lossesand the assessment of a significant increase in credit risk.These estimates are driven by a number of factors, changesin which can result in different levels of allowances.
The Company's ECL calculations are outputs of complexmodels with a number of underlying assumptions regardingthe choice of variable inputs and their interdependencies.Elements of the ECL models that are considered accountingestimates include:
• The Company's criteria for assessing if there has been asignificant increase in credit risk and so allowances forfinancial assets should be measured on a LTECL basisand the qualitative assessment
• The segmentation of financial assets when their ECL isassessed on a collective basis
• Development of ECL models, including the variousformulas and the choice of inputs
• Determination of temporary adjustments as qualitativeadjustment or overlays based on broad range offorward-looking information as economic inputs
It has been the company policy to regularly review itsmodels in the context of actual loss experience and adjustwhen necessary.
iv. Leases
a. Determining the lease term of contracts withrenewal and termination options - Company aslessee
The Company determines the lease term as the non¬cancellable term of the lease, together with any periodscovered by an option to extend the lease if it is reasonablycertain to be exercised, or any periods covered by anoption to terminate the lease, if it is reasonably certainnot to be exercised. The Company applies judgement inevaluating whether it is reasonably certain whether or notto exercise the option to renew or terminate the lease. Thatis, it considers all relevant factors that create an economicincentive for it to exercise either the renewal or termination.
b. Estimating the incremental borrowing rate
The Company cannot readily determine the interest rateimplicit in the lease, therefore, it uses its incrementalborrowing rate (IBR) to measure lease liabilities. The IBR isthe rate of interest that the Company would have to pay tofor its borrowings.
v. Provisions and other contingent liabilities
When the Company can reliably measure the outflowof economic benefits in relation to a specific case andconsiders such outflows to be probable, the Companyrecords a provision against the case. Where the probabilityof outflow is considered to be remote, or probable, but areliable estimate cannot be made, a contingent liability isdisclosed.
Given the subjectivity and uncertainty of determining theprobability and amount of losses, the Company takes intoaccount a number of factors including legal advice, thestage of the matter and historical evidence from similarincidents. Significant judgement is required to conclude onthese estimates.
Note : 17 DEBT SECURITIES (at amortised cost) (Contd.)
All debt securities have been contracted in India
17.1 Security
(i) Redeemable Non-Convertible Debentures - Medium-term is secured by way of specific charge on assets under hypothecationrelating to Vehicle Finance, Loan against Property, and other loans.
ii) TERMS OF THE COMPULSORILY CONVERTIBLE DEBENTURES (CCD)
Each CCD has a face vaule of ' 100,000 and shall constitute an unsecured and unsubordinated (as between other unsecured creditors)obligation of the Company. The Allotment of CCDs has been made in dematerialized form.
Maturity Date
Unless converted earlier in accordance with the terms hereof, the maturity date for compulsory conversion of each CCD shall beSeptember 30, 2026.
Conversion
Early Conversion Option
Each CCD holder shall be entitled to convert their CCD into Equity Shares on or after September 30,2025 ("Entitlement Date"). Each CCDof face value of ' 100,000 shall be converted into such number of Equity Shares fully paid of face value of ' 2 as per the Conversion Price(defined below). CCD holders can apply for conversion of CCDs within the first 7 calendar days after the Entitlement Date or after the endof every calendar quarter after the Entitlement Date, except the last quarter before maturity, when it will compulsorily convert on thelast maturity date i.e., September 30, 2026, provided if September 30, 2026 falls on a trading holiday, then the trading day immediatelypreceding such date shall be considered by the Company for the purpose of conversion Maturity Date.
Compulsory Conversion
If any or all of the CCDs have not been converted till Maturity Date, then all of the CCDs held on the Maturity Date shall be compulsorilyand automatically converted into Equity Shares as per the Conversion Price (defined below).
The fractional amount after conversion of the CCDs tendered for conversion by the CCD holder shall be paid in cash to the CCD holderswithin seven working days from the date of conversion of CCDs.
Conversion Price
Subject to Regulation 176 of the SEBI Regulations and applicable law, each CCD shall be converted into such number of Equity Sharesbased on the conversion price arrived as per the below formula. Conversion price shall be higher of the following:
If Conversion Volume Weighted Average Price (VWAP)is higher than ' 1,650.00 per Equity Share then the aggregate face value of the CCDsproposed to be converted into Equity Shares at a discount of 16.50% to the Conversion VWAP, if lower than or equal to ' 1,650.00 per EquityShare, then the aggregate face value of the CCDs shall be converted into Equity Shares at a discount of 15.00% to the Conversion VWAP.For the purpose of the above, Conversion Volume Weighted Average Price (VWAP) shall be calculated as seven trading days volumeweighted average price of Equity Shares of the Company traded on the NSE, preceding the first date after the end of quarter, prior toConversion Notice or Maturity Date for compulsory conversion of the balance CCDs held; whichever is earlier; OR the Floor Price of EquityShares being ' 1,200.51 subject to discount of upto 5%, as may be decided by the Board of Directors of a duly authorized committee ofthe Board.
Interest on CCDs
Each CCD will bear interest at the rate of 7.50% per annum calculated on the face value of the CCD commencing from the date of Allotmentand until the Conversion Date. The Interest shall be paid by the Company to the CCD holders in half yearly instalments.
In the event the CCD holder has exercised its right to convert the CCD, then any Interest accrued but unpaid shall be paid within sevenworking days from the Conversion Date.
An additional interest at the rate of 2.00% per annum over and above the rate of interest of 7.50% per annum shall be applicable in case ofdelay in payment of interest by the Company for the delayed period.
iii) The Company has not defaulted in the repayment of dues to its lenders.
18.1 (i) Secured term loans from banks and financial institution are secured by way of specific /pari passu charge on assets underhypothecation relating to Vehicle Finance and Loans against Immovable Property and Home Loans.
(ii) Securitisation rupee loan represents the net outstanding value (Net of Investment in Pass-through Certificates) of the proceedsreceived by the Company from securitisation trust in respect of loan assets transferred by the Company pursuant to Deedof Assignment. The Company has provided Credit enhancement to the trust by way of cash collateral and Bank guarantee.Also,refer Note 6.
(iii) Loan repayable on demand is in the nature of Cash Credit and working capital demand loans from banks and is secured by wayof floating charge on assets under hypothecation and other assets.
(iv) Details of repayment such as date of repayment, interest rate and amount to be paid have been disclosed in note 18.2 based onthe Contractual terms.
(v) The Company has not defaulted in the repayment of dues to its lenders.
(vi) The company has utilised the borrowings for the purpose for which it was obtained.
(vii) The quarterly statements or returns of current assets filed by the company with banks are in agreement with books of accounts.
a) Statutory reserve represents the reserve created as per Section 45IC of the RBI Act, 1934, pursuant to which a Non-Banking FinancialCompany shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit annually as disclosed inthe Statement of Profit and Loss account, before any dividend is declared.
b) Capital reserve represents the reserve created on account of amalgamation of Chola Factoring Limited in the year 2013-14.
c) Capital redemption reserve represents the amount equal to the nominal value of shares that were redeemed during the prior years.The reserve can be utilized only for limited purposes such as issuance of bonus shares in accordance with the provisions of theCompanies Act, 2013
d) Securities premium reserve is used to record the premium on issue of shares. The premium received during the year represents thepremium received towards allotment of equity shares. The reserve can be utilized only for limited purposes such as issuance of bonusshares, buy back of its own shares and securities in accordance with the provisions of the Companies Act, 2013.
e) The general reserve is a free reserve, retained from Company's profits and can be utilized upon fulfilling certain conditions inaccordance with specific requirement of Companies Act, 2013.
f) Under IND AS 102, fair value of the options granted is required to be accounted as expense over the life of the vesting period asemployee compensation costs, reflecting the period of receipt of service. Share based payment reserve represents the amount ofreserve created for recognition of employee compensation cost at grant date and fair value of options vested and but not execersiedby the employess and unvested options are recoginised in statement of profit and loss account.
g) The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financialposition of the Company and also considering the requirements of the Companies Act, 2013 and relevant RBI Regulation. Thus, theamounts reported in retained earnings are not distributable in entirety.
h) Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedginginstruments entered into for cash flow hedges, which shall be reclassified to profit or loss only when the hedged transaction affectsthe profit or loss, or included as a basis adjustment to the non-financial hedged item, consistent with the Company accountingpolicies.
i) FVOCI Reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair valuethrough Other Comprehensive Income. There has been no draw down from reserve during the year ended March 31,2025 and yearended March 31, 2024
j) Share application money pending allotment represents amount received towards equity shares of the Company pursuant to ESOPscheme and have been subsequently allotted.
Proposed dividend
The Board of Directors of the Company have recommended a final dividend of 35% being " 0.70 per share on the equity shares ofthe Company, for the year ended March 31,2025 (" 0.70 per share - March 31, 2024) which is subject to approval of shareholders.Consequently the proposed dividend has not been recognised in the books in accordance with IND AS 10.
Note : 35 RETIREMENT BENEFIT (Contd.)
Notes:
5. The above sensitivity analysis are based on change in an assumption which is holding all the other assumptions constant. In practice,this is unlikely to occur, and changes in some assumptions may be correlated. When calculating the sensitivity of defined benefitobligation to significant actuarial assumptions the same method of present value of defined benefit obligations calculated withProjected unit cost method at the end of the reporting period has been applied while calculating defined benefit liability recognisedin the balance sheet.
6. The method and type of assumptions used in preparing the sensitivity analysis does not change as compared to the prior periodDescription of Risk exposures
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time.Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
(a) Interest Rate risk: The plan exposes the company to the risk of fall in interest rates . A fall in interest rates will result in an increasein the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financialstatements).
(b) Liquidity Risk: This is the risk that the company is not able to meet the short-term gratuity pay-outs. This may arise due to non¬availability of enough cash/cash equivalents to meet the liabilities or holding of illiquid assets not being sold in time.
(c) Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of planparticipants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used todetermine the present value of obligation will have a bearing on the plan's liability.
(d) Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company isexposed to the risk of actual experience turning out to be worse compared to the assumption.
(e) Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended fromtime to time). There is a risk of change in regulations requiring higher gratuity pay-outs.
(f) Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing theCompany to market risk for volatilities/fall in interest rate.
(g) Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on a particular investment.
1. The Company has not funded its Compensated Absences liability and the same continues to remain as unfunded as at March 31,2025.
2. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.
3. Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated termof the obligation.
Note : 36 SEGMENT INFORMATION
The Company is primarily engaged in the business of financing. All the activities of the Company revolve around the main business.Further, the Company does not have any separate geographic segments other than India
During year ending March 31,2025, for management purposes, the Company has been organised into the following operating segmentsbased on products and services.
Vehicle Finance Loans - Loans to customers against purchase of new/used vehicles, tractors, construction equipment and loan toautomobile dealers.
Loan against property - Loans to customer against immovable property
Home Loans - Loans given for acquisition/construction of residential property and loan against residential propertyOther Loans - Other loans consist of consumer and small enterprise loans, secured business and personal loan and SME loans
The Chief Operating Decision Maker (CODM) monitors the operating results of its business units separately for making decisions aboutresource allocation and performance assessment. Segment performance is evaluated based on operating profits or losses and is measuredconsistently with operating profits or losses in the financial statements. However, income taxes are managed on an entity as a whole basisand are not allocated to operating segments.
Undrawn loan commitments are commitments under which the Company is required to provide a loan under pre-sanctioned terms to thecustomer.
The undrawn commitments provided by the Company represents limits provided for automobile dealers, bill discounting customers andpartly disbursed loans for other loans.
The Company creates expected credit loss provision on the undrawn commitments outstanding as at the end of the reporting year.
Note : 40 ESOP DISCLOSUREESOP 2007
The Board at its meeting held on June 22, 2007, approved an issue of Stock Options up to a maximum of 5% of the issued Equity Capital ofthe Company (before Rights Issue) aggregating to 1,904,162 Equity Shares (prior to share split) in a manner provided in the SEBI (EmployeeStock Option Scheme and Employee Stock Purchase Scheme) Guidelines. There are no options outstanding under this scheme.
ESOP 2016
The Board at its meeting held on October 27, 2016, approved to create, and grant from time to time, in one or more tranches, not exceeding1,56,25,510 Employee Stock Options to or for the benefit of such person(s) who are in permanent employment of the company includingsome of subsidiaries, managing director and whole time director, (other than promoter/promoter group of the company, independentdirectors and directors holding directly or indirectly more than 10% of the outstanding equity shares of the company), as may be decidedby the board, exercisable into not more than 1,56,25,510 equity shares of face value of " 2/- each fully paid-up, on such terms and in suchmanner as the board may decide in accordance with the provisions of the applicable laws and the provisions of ESOP 2016.
In this regard, the Company has recognised an expense for the employees services received amounting to " 70.53 crores during the yearended March 31,2025 (" 52.53 crores during the year ended March 31, 2024), shown under Employee Benefit Expenses (Refer Note 28).
The Company shares certain costs / service charges with other companies. These costs have been allocated on reasonable basis betweenthe Companies.
Note : 42.1 CAPITAL MANAGEMENT
The Company maintains an actively managed capital base to cover risks inherent in the business, meeting the capital adequacyrequirements of Reserve Bank of India (RBI), maintain strong credit rating and healthy capital ratios in order to support business andmaximise shareholder value. The adequacy of the Company's capital is monitored by the Board using, among other measures, theregulations issued by RBI.
The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the riskcharacteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividendpayment to shareholders, return capital to shareholders or issue capital securities.
The Company has complied in full with the capital requirements prescribed by RBI over the reported period. The Capital adequacy ratioas of March 31,2025 is 19.75% (March 31,2024- 18.57%) as against the regulatory requirement of 15%.
Note : 42.2 FINANCIAL RISK MANAGEMENT
The key financial risks faced by the company are credit and market risks comprising liquidity risk, interest rate risk and foreign currency risks.Note : 42.2.1 CREDIT RISK
Credit risk arises when a borrower is unable to meet his financial obligations to the lender. This could be either because of wrongassessment of the borrower's payment capabilities or due to uncertainties in his future earning potential. The effective management ofcredit risk requires the establishment of appropriate credit risk policies and processes.
42.2.1.1 ASSESSMENT METHODOLOGY
The company has comprehensive and well-defined credit policies across various businesses, products and segments, which encompass creditapproval process for all businesses along with guidelines for mitigating the risks associated with them. The appraisal process includes detailed riskassessment of the borrowers, physical verifications and field visits. The company has a robust post sanction monitoring process to identify creditportfolio trends and early warning signals. This enables it to implement necessary changes to the credit policy, whenever the need arises. Also,being in asset financing business, most of the company's lending is covered by adequate collaterals from the borrowers. The company has a robustonline application and underwriting model to assess the credit worthiness of the borrower for underwriting decisions for its Vehicle Finance, LoanAgainst Property, Home loan, Secured business and Personal loan, Consumer durables, Small and medium enterprise loans, Consumer smallenterprise loan business. The company also has a well- developed model for the Vehicle Finance Portfolio, to help business teams plan volumewith adequate pricing of risk for different segments of the portfolio.
42.2.1.2 RISK MANAGEMENT AND PORTFOLIO REVIEW
The company has a robust portfolio review mechanism. Key metrics like early delinquency, default rates are tracked, monitored and revieweddaily. Business teams review key trends in these Key Risk Indicators and location level strategies are adopted.
42.2.1.3 ECL METHODOLOGY
The Company records allowance for expected credit losses for all financial assets including loan commitments, other than those measured atFVTPL. Equity instruments carried at cost are not subject to impairment under the ECL methodology and tested for impairment as per Ind AS 36.
42.2.1.4 ASSUMPTIONS AND ESTIMATION TECHNIQUES
The Company calculates ECLs to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the differencebetween the cash flows that are due to an entity in accordance with the contract and the cash flows that the entity expects to receive. ECL iscomputed on collective basis. The portfolio is segmented based on shared risk characteristics for the computation of ECL.
The key elements of the ECL are summarised below:
42.2.1.4(A) PD
The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time over theassessed period, if the facility has not been previously derecognised and is still in the portfolio. While computing probability of default, significantoutlier events are suitably handled to ensure it does not skew the outcomes.
A 12M marginal PD is computed by creating cohorts of accounts starting in Stage 1 at the beginning of the year and subsequently moving toStage 3 at any point in time during the year.
A conditional average probability of default is computed by taking cohort of which were in Stage 2 at the beginning of the year and subsequentlymoved to Stage 3 anytime in each subsequent year.
42.2.1.4(B) EAD
The Exposure at Default is an estimate of the exposure at a future default date (in case of Stage 1 and Stage 2), taking into account expectedchanges in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise,expected drawdowns on committed facilities, and accrued interest from missed payments. In case of Stage 3 loans EAD represents exposure whenthe default occurred.
Note : 42 CAPITAL MANAGEMENT (Contd.)
42.2.1.4(C) LGD
The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference betweenthe contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral. It is usuallyexpressed as a percentage of the EAD. The recoveries are discounted back to the default date using customer IRR. This present value of recovery isused for LGD computation. A recovery rate (RR) computed as the ratio of present value of recovery to the EAD (1 - RR), gives the LGD.
42.2.1.5 MECHANICS OF THE ECL METHODStage 1:
All loans (other than purchased credit impaired asset) are categorised as Stage 1 on initial recognition. The 12 months ECL is calculated as theportion of LTECLs that represent the ECLs that result from default events on a financial instrument that are possible within the 12 months after thereporting date. The Company calculates the 12 months ECL allowance based on the expectation of a default occurring in the 12 months followingthe reporting date. These expected 12-month default probabilities are applied to EAD and multiplied by the expected LGD and discounted by anapproximation to the original EIR.
Stage 2:
Loans which are past due for more than 30 days are categorised as Stage 2. When a loan has shown a significant increase in credit risk sinceorigination, the Company records an allowance for the LTECLs PDs and LGDs are estimated over the lifetime of the instrument. The expected cashshortfalls are discounted by an approximation to the original EIR.
Stage 3:
Loans which are past due for more than 90 days are categorised as Stage 3. For loans considered credit-impaired, the Company recognises thelifetime expected credit losses for these loans. The method is similar to that for Stage 2 assets, with the PD set at 100%
Restructured loans are categorised as Stage 3 on the date of restructuring and remain so for a period of one year. Post this, regular staging criteriaapplies.
Loans which have been renegotiated or modified in accordance with RBI Notifications for COVID-19 related stress, has been classified as Stage2 due to significant increase in credit risk.
The Post Implementation Staging of Loans restructured under Covid Resolution framework shall follow the Days Past Due of respective loanagreements.
In respect of new lending products, where historical information is not available, the company follows simplified matrix approach for determiningimpairment allowance based on industry practise. These loans constitute around 13% of the total loan book.
Loan Movement across stages during the year is given in a note 9.1Loan commitment:
When estimating LTECLs for undrawn loan commitments, the Company estimates the expected portion of the loan commitment that will bedrawn down over its expected life. The ECL is then based on the present value of the expected shortfalls in cash flows if the loan is drawn down.The expected cash shortfalls are discounted at an approximation to the expected EIR on the loan. For an undrawn loan commitment, ECLs arecalculated and presented under provisions.
Other Financial assets:
The Company follows 'simplified approach' for recognition of impairment loss allowance on other financial assets. The application of simplifiedapproach does not require the Company to track changes in credit risk and calculated on case-by-case approach, taking into considerationdifferent recovery scenarios.
42.2.1.6 INCORPORATION OF FORWARD-LOOKING STATEMENTS IN ECL MODEL
The Company considers a broad range of forward-looking information with reference to external forecasts of economic parameters such asGDP growth, Inflation, Government Expenditure etc., as considered relevant so as to determine the impact of macro-economic factors on theCompany's ECL estimates.
The inputs and models used for calculating ECLs are recalibrated periodically through the use of available incremental and recent information.Further, internal estimates of PD, LGD rates used in the ECL model may not always capture all the characteristics of the market / externalenvironment as at the date of the financial statements. To reflect this, qualitative adjustments or overlays are made as temporary adjustments toreflect the emerging risks reasonably.
Annual data from 2018 to 2028 (including forecasts for 4 years) were obtained from World Economic Outlook, October 2023 published byInternational Monetary Fund (IMF). IMF provides historical and forecasted data for important economic indicators country-wise. The data providedfor India is used for the analysis. Macro variables that were compared against default rates at segment level to determine the key variables havingcorrelation with the default rates using appropriate statistical techniques. Vasicek model has been incorporated to find the Point in Time (PIT) PD.The company has formulated the methodology for creation of macro-economic scenarios under the premise of economic baseline, upside anddownside condition. A final PIT PD is arrived as the scenario weighted PIT PD under different macroeconomic scenarios.
42.2.1.8 Concentration of credit risk and Collateral and Credit Enhancements42.2.1.8(a) Concentration of credit risk
Concentration of credit risk arise when a number of counterparties or exposures have comparable economic characteristics, or suchcounterparties are engaged in similar activities or operate in same geographical area or industry sector so that collective ability to meetcontractual obligations is uniformly affected by changes in economic, political or other conditions.The Company is in retail lending businesson pan India basis targeting primarily customers who either do not get credit or sufficient credit from the traditional banking sector.Vehicle Finance (consisting of new and used Commercial Vehicles, Passenger Vehicles, Tractors, Construction Equipment and Loan toAutomobile dealers) is lending against security (other than for trade advance) of Vehicle/ Tractor / Equipment and contributes to 55%of the loan book of the Company as of March 31, 2025 (58% as of March 31, 2024). Hypothecation endorsement is made in favour of theCompany in the Registration Certificate in respect of all registerable collateral. Portfolio is reasonably well diversified across South, North,East and Western parts of the country. Similarly, sub segments within Vehicle Finance like Heavy Commercial Vehicles, Light CommercialVehicles, Car and Multi Utility Vehicles, three wheeler and Small Commercial Vehicles, Refinance against existing vehicles, older vehicles(first time buyers), Tractors and Construction Equipment leading to well diversified sub product mix. New Tractors and New ConstructionEquipment have portfolio share of 6% each.
Loan Against Property is mortgage loan against security of existing immovable property (primarily self-occupied residential property) toself- employed non-professional category of borrowers and contributes to 21 % of the lending book of the Company as of March 31,2025(20% as of March 31, 2024). Portfolio is concentrated in South 44%, followed by North 29% and West 21% and with small presence in East6% of the overall exposure of this segment.
Home Loan is loan provided to buy or construct new/existing homes and contributes 9 % of the lending book of the Company as ofMarch 31, 2025 (9% as of March 31, 2024). Portfolio is concentrated in South 66% followed by East at 12% , North and West at 11% each ofthe overall exposure of this segment.
The Concentration of risk is managed by Company for each product by its region and its sub-segments. Company did not overly dependon few regions or sub-segments as of March 31, 2025.
42.2.1.8(b) Collateral and Credit enhancements
Although collateral can be an important mitigation of credit risk, it is the Company's practice to lend on the basis of the customer's abilityto meet the obligations out of cash flow resources other than placing primary reliance on collateral and other credit risk enhancements.
The Company obtains first and exclusive charge on all collateral that it obtains for the loans given. Vehicle Finance and Loan AgainstProperty loans are secured by collateral at the time of origination. In case of Vehicle loans, Company values the vehicle either throughproforma invoice (for new vehicles) or using registered valuer for used vehicles. In case of Loan against Property, the value of the propertyat the time of origination will be arrived by obtaining two valuation reports from Company's empanelled valuers.
Hypothecation endorsement is obtained in favour of the Company in the Registration Certificate of the Vehicle/ Tractor / Equipmentfunded under the vehicle finance category.
Immovable Property is the collateral for Loan Against Property. Security Interest in favour of the Company is created by Mortgage throughdeposit of title deed which is registered wherever required by law.
In respect of Other loans, Home loans follow the same process as Loan Against Property and pledge is created in favour for the Companyfor loan against securities. 91% of the Company's term loan are secured by way of tangible Collateral.
In respect of some unsecured lending, the company obtains First Loss Default Guarantee or similar arrangement from external serviceproviders as partial cover against potential credit default.
Valuation of Collateral:
a) Vehicles including construction equipment and tractors are valued at original cost less 20% depreciation per year on WDV
b) Immovable property is valued based on the amount as per the valuation report at the time of sanctioning of loan
c) Other loans are valued based on book debts at cost or securities at market value
42.2.2 Market Risk
Market Risk is the possibility of loss arising from changes in the value of a financial instrument as a result of changes in market variablessuch as interest rates, exchange rates. The company's exposure to market risk is a function of asset liability management and interest ratesensitivity assessment. The company is exposed to interest rate risk and liquidity risk, if the same is not managed properly. The companycontinuously monitors these risks and manages them through appropriate risk limits. The Asset Liability Management Committee (ALCO)reviews market-related trends and risks and adopts various strategies related to assets and liabilities, in line with the company's riskmanagement framework. ALCO activities are in turn monitored and reviewed by a board sub-committee. In addition, the company hasput in an Asset Liability Management (ALM) support group which meets frequently to review the liquidity position of the company.
42.2.2.1 Liquidity Risk
Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilitiesthat are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Company might beunable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both normaland stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is not available to the Company onacceptable terms. To limit this risk, management has arranged for diversified funding sources and adopted a policy of availing funding inline with the tenor and repayment pattern of its receivables and monitors future cash flows and liquidity on a daily basis. The Company
has developed internal control processes and contingency plans for managing liquidity risk. This incorporates an assessment of expectedcash flows and the availability of unencumbered receivables which could be used to secure funding by way of assignment if required.The Company also has lines of credit that it can access to meet liquidity needs. These are reviewed by the Asset Liability Committee(ALCO) on a monthly basis. The ALCO provides strategic direction and guidance on liquidity risk management. A sub-committee of theALCO, comprising members from the Treasury and Risk functions, monitor liquidity risks on a weekly basis and decisions are taken on thefunding plan and levels of investible surplus, from the ALM perspective. This sets the boundaries for daily cash flow management.Analysis of Financial liabilities by remaining contractual maturities given in note -47.
42.2.2.2 Interest Rate Risk
The Company being in the business of lending raises money from diversified sources like market borrowings, term Loan from banks andfinancial institutions, foreign currency borrowings etc. Financial assets and liabilities constitute significant portion, changes in marketinterest rates can adversely affect the financial condition. The fluctuations in interest rates can be due to internal and external factors.Internal factors include the composition of assets and liabilities across maturities, existing rates and re-pricing of various sources ofborrowings. External factors include macro-economic developments, competitive pressures, regulatory developments and global factors.The movement in interest rates (upward / downward) will impact the Net Interest Income depending upon rate sensitivity of the asset orliability. The company uses traditional gap analysis report to determine the vulnerability to movements in interest rates. The Gap is thedifference between Rate Sensitive Assets (RSA) and Rate Sensitive Liabilities (RSL) for each time bucket. A positive gap indicates that thecompany can benefit from rising interest rates while a negative gap indicates that the company can benefit from declining interest rates.Based on market conditions, the company enters into interest rate swap to mitigate interest rate risk.
42.2.2.3 Foreign Currency Risk
Foreign currency risk for the Company arise majorly on account of foreign currency borrowings. The Company manages this foreigncurrency risk by entering in to cross currency swaps and forward contract. When a derivative is entered in to for the purpose of being ashedge, the Company negotiates the terms of those derivatives to match with the terms of the hedge exposure.
The Company holds derivative financial instruments such as Cross currency interest rate swap to mitigate risk of changes in exchange ratein foreign currency and floating interest rate.
The Counterparty for these contracts is generally a bank. These derivative financial instruments are valued based on quoted prices forsimilar assets and liabilities in active markets or inputs that are directly or indirectly observable in market place.
42.2.2.4 Hedging Policy
The Company's policy is to fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment and hencethe hedge ratio is 1:1.
The Management assessed that cash and cash equivalents, bank balance other than Cash and cash equivalents, receivable, other financial assets,payables and other financial liabilities approximates their carrying amount largely due to short term maturities of these instruments.
Note 44.2 - Fair value hierarchy
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transactionbetween willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values offinancial assets or liabilities disclosed under level 2 category.
i) The fair value of loans have estimated by discounting expected future cash flows using discount rate equal to the rate near to thereporting date of the comparable product.
ii) The fair value of debt securities, borrowings other than debt securities and subordinated liabilities have been estimated by discountingexpected future cash flows using discounting rate equal to the rate near to reporting date based on comparable rate / market observabledata.
iii) Derivatives are fair valued using observable inputs / rates.
iv) The fair value of investments in Government securities/STRIPS/ Treasury Bills are derived from rate equal to the rate near to the reportingdate of the comparable product.
v) Fair value of investment property is calculated based on valuation given by external independent valuer and also refer note 13 forsensitivity analysis.
(vi) Institutional set-up for liquidity risk management:
Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities thatare settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Company might be unableto meet its payment obligations when they fall due as a result of mismatches in the timing of the cash #ows under both normal and stresscircumstances. Such scenarios could occur when funding needed for illiquid asset positions is not available to the Company on acceptableterms. To limit this risk, management has arranged for diversified funding sources and adopted a policy of availing funding in line with thetenor and repayment pattern of its receivables and monitors future cash #ows and liquidity on a daily basis. The Company has developedinternal control processes and contingency plans for managing liquidity risk. This incorporates an assessment of expected cash #ows andthe availability of unencumbered receivables which could be used to secure funding by way of assignment if required. The Company alsohas lines of credit that it can access to meet liquidity needs. These are reviewed by the Asset Liability Committee (ALCO) on a monthly basis.The ALCO provides strategic direction and guidance on liquidity risk management. A sub-committee of the ALCO, comprising membersfrom the Treasury and Risk functions, monitor liquidity risks on a weekly basis and decisions are taken on the funding plan and levels ofinvestible surplus, from the ALM perspective. This sets the boundaries for daily cash flow management.
xiv) Liquidity Coverage Ratio
The Liquidity Coverage Ratio (LCR) is a key compliance requirement for a resilient and stable financial sector. Its objective is the promotion of short¬term resilience of the liquidity risk profile of financial institutions by ensuring that it has sufficient High Quality Liquid Assets (HQLA) to survive asignificant stress scenario lasting for one month. The Liquidity Coverage Ratio is expected to improve the financial sector's ability to absorb shocksarising from financial and economic stress, whatever the source, thus reducing the risk of spill over from the financial sector to the real economy.Liquidity Management of the company is supervised by the Asset Liability Committee. The management is of the view that the company has in placerobust processes to monitor and manage liquidity risks and sufficient liquidity cover to meet its likely future short-term requirements.
The company has a diversified mix of borrowings with respect to the source, type of instrument, tenor and nature of security. The Asset LiabilityCommittee constantly reviews and monitors the funding mix and ensures the optimum mix of funds based on the cash flow requirements, marketconditions and keeping the interest rate view in consideration. Additionally, the Company has lines of credit that it can access to meet liquidity needs.
These are reviewed by the Asset Liability Committee (ALCO) on a monthly basis. The Asset Liability Committee provides strategic direction andguidance on liquidity risk management. A sub-committee of the Asset Liability Committee, comprising members from the Treasury and Riskfunctions, monitor liquidity risks on a weekly basis and decisions are taken on the funding plan and levels of investible surplus, from the Asset LiabilityManagement perspective. This sets the boundaries for daily cash flow management.
In line with RBI regulations, the cash outflows and inflows have been stressed by 115% and 75% of their respective original values for computing LCR.The key drivers on the inflow side are the expected collections from the performing assets of the company and on the outflow side the scheduledmaturities. The High-Quality Liquid Assets are entirely held in Government Securities which are classified as Level 1 assets with no haircut.
The LCR has been consistently maintained well over the regulatory threshold throughout the year. The company has Board approved internal riskthresholds for LCR which is higher than the regulatory requirement.
All foreign currency borrowings are fully hedged both for principal and interest at the time of drawal of each loan and hence do not run the risk ofcurrency mismatch.
As per our report of even date For and on behalf of the Board of Directors
For KKC & Associates LLP
Chartered Accountants
ICAI Firm Regn No. 105146W/Wl00621
Devang Doshi Ravindra Kumar Kundu Vellayan Subbiah
Partner Managing Director Executive Chairman
Membership No. : 140056
For B. K. Khare & Co
Chartered AccountantsICAI Firm Regn No. : 105102W
Padmini Khare Kaicker P. Sujatha D. Arul Selvan
Partner Company Secretary Chief Financial Officer
Membership No. : 044784
Date : April 25, 2025Place : Chennai