The Company recognises a provision when there is a present obligation as a result of past event that probablyrequires an outflow of resources and reliable estimates can be made of the amount of obligation.
A disclosure of contingent liability is made when there is possible obligation or a present obligation that will probablynot require outflow of resources or where a reliable estimate of the obligation cannot be made. Where there is apossible obligation or a present obligation and likelihood of outflow of resources is remote, no provision or disclosureis made.
Contingent assets are not recognized but disclosed in the standalone financial statements, where economic inflow isprobable.
Defined Contribution Plan
The Company makes regular contributions to recognised Provident Fund/Family Pension Fund and also to dulyconstituted and approved Superannuation Fund, which are recognised as expense in the Statement of Profit andLoss during the period in which the employee renders the related service.
Defined Benefit Scheme
Gratuity, Pension and Compensated Absences benefits, payable as per Company’s schemes are considered asdefined benefit schemes and are charged to the Statement of Profit and Loss on the basis of actuarial valuationcarried out at the end of each financial year by independent actuaries using Projected Unit Credit Method. For thepurpose of presentation of defined benefit plans in the Balance sheet, the present value of the defined benefitobligation at the reporting date is netted off with the fair value of plan assets and allocated between current and non¬current as determined by independent actuary. Actuarial gains and losses are recognised in the Other ComprehensiveIncome except actuarial gains and losses on compensated absences and pension benefits which are charged to theStatement of Profit and Loss.
Ex-gratia or other amount disbursed on account of selective employees separation scheme or otherwise are chargedto Statement of Profit and Loss as and when incurred/determined.
Where the Company is the Lessee:
The Company’s lease asset class primarily consist of lease for building. The Company, at the inception of a contract,assesses whether the contract is a lease or not a lease. A contract is, or contains, a lease if the contract conveys theright to control the use of an identified asset for a time in exchange for a consideration. The Company has elected notto recognize Right-of-use Assets and lease liabilities for short-term leases that have a lease term of 12 months orless and leases of low-value assets and the corresponding lease rental paid are directly charged to the Statement ofProfit and Loss Account. The Company recognizes the lease payments associated with these leases as an expenseover the lease term. The Company recognises a Right-of-use Asset and a lease liability at the lease commencementdate. The Right-of-use Asset is initially measured at cost, which comprises the initial amount of the lease liabilityadjusted for any lease payments made at or before the commencement date, plus any initial costs incurred. TheRight-of-use Asset is subsequently depreciated using the straight-line method from the commencement date to theend of the lease term. The lease liability is initially measured at the present value of the lease payments that are notpaid at the commencement date, discounted using the Company’s incremental borrowing rate. Subsequently, leaseliabilities are measured on amortised cost basis.
(p) Foreign Currency Translations
Transactions in foreign currencies are initially recorded in the functional currency, by applying to the foreign currencyamount the exchange rate between the functional currency and the foreign currency at the date of the transaction.Foreign currency monetary items are translated using the exchange rate prevailing at the reporting date.
An operating segment is a component of the Company that engages in business activities from which it may earnrevenues and incur expenses, whose operating results are regularly reviewed by the company’s Chief OperatingDecision Maker (“CODM”) to make decisions for which discrete financial information is available. Based on themanagement approach as defined in Ind AS 108, the CODM evaluates the Company’s performance and allocatesresources based on an analysis of various performance indicators by business segments and geographic segments
(r) Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholdersof the company by the weighted average number of the equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, net profit or loss attributable to equity shareholders of theCompany and the weighted average number of shares outstanding during the year is adjusted for the effect of alldilutive potential equity shares.
Cash and Cash equivalent in the Cash Flow Statement comprises cash on hand, demand deposits with banks andshort-term investments with an original maturity of three months or less from the date of acquisition.
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies(Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA hasnotified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leasebacktransactions, applicable to the Company w.e.f. April 1,2024. The Company has reviewed the new pronouncementsand based on its evaluation has determined that it does not have any significant impact in its financial statements.
(i) Refer Note No. 17(i) and 21(ii) for details of mortgage/hypothecations of Property, Plant and Equipment towards security.
(ii) Adjustments during the year includes ' 347.00 lakhs (' 24.85 lakhs) towards subsidy under Industrial Investment PromotionIncentive Schemes linked to Fixed Capital Investment in Property, Plant and Equipment, etc.
(iii) The lease agreements are duly executed in favour of the lessee.
(iv) No proceedings have been initiated or pending against the Company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988.
(i) Loans from Banks/NBFC are secured by way of hypothecation charge over movable Property, Plant and Equipment, bothpresent and future and charge created by way of mortgage by deposit of title deeds of certain immovable properties of theCompany, ranking first/second pari-passu interse amongst the consortium lender banks and term loan lender(s) (includingBuyer’s Credit and Supplier’s Credit). Loans from Banks/NBFC are further secured by first/ or second pari-passu charge(specific to a term loan) by way of hypothecation of entire Current Assets, both present and future, of the Company viz.inventories, bills receivables, book debts, claims, etc. Rupee Term Loans from Banks/NBFC are repayable in equatedquarterly instalments, commencing from March, 2024 and ending on September, 2029 and carry rate of interest varyingfrom 9.50% p.a. to 10.45% p.a. on the reporting date. Buyer’s Credit(s)/Supplier’s Credit(s) in Foreign Currency availedfrom Banks are due for repayment between July, 2025 to December, 2027 and carry rate of interest varying from 3.22%p.a. to 5.35% p.a. on the reporting date. The Buyer’s Credit and Supplier’s Credit in Foreign Currency (excluding availedfrom a term lender) are also backed by cross corporate guarantee of Vindhya Telelinks Limited, a body corporate.
(ii) Neither registration nor satisfaction of any charge is pending to be filed/registered with the Jurisdictional Registrar ofCompanies beyond the statutory period in respect of security created by the Company in favour of lenders.
(iii) Term Loans were applied for the purpose(s) for which the loans were obtained.
Loans from Bodies Corporate carry rate of interest varying from 8.85% p.a. to 9.50% p.a and are due for repayment between
November, 2025 and March, 2026 as per the mutually agreed repayment schedule with the concerned lenders.
(i) Working Capital Loans/Borrowings from Banks are generally renewable within twelve months from the date of sanction orimmediately previous renewal date, unless otherwise stated. The lender banks have a right to cancel the credit limits(either fully or partially) and, inter-alia, demand repayment in case of non-compliance of terms and conditions of sanctionsor deterioration in the sanctioned loan accounts in any manner.
(ii) Working Capital Loans/Borrowings (both fund and non fund based) from Banks are secured by first/or second charge byway of hypothecation of entire Current Assets both present and future, of the Company viz. inventories, bills receivables,book debts (trade receivables), claims, etc. ranking pari-passu amongst the lender consortium banks and certain securedterm loan lender and are further secured by way of hypothecation of movable property, plant and equipment, both presentand future, and charge created by way of mortgage by deposit of title deeds of certain immovable properties of theCompany, ranking first/or second (specific to a term lender) pari-passu interse amongst the lender consortium banks andterm loan lenders. The Working Capital Borrowings are also backed by cross corporate guarantee of Vindhya TelelinksLimited, a body corporate.
(iii) Funds raised on short term basis have not been utilised for long term purposes and deployed for the purpose(s) they wereobtained.
(iv) Bank Returns/Stock Statements filed by the Company with its bankers are materially in agreement with the books ofaccount.
(v) Neither registration nor satisfaction of any charge is pending to be filed/registered with the Jurisdictional Registrar ofCompanies beyond the statutory period in respect of security created by the Company in favour of lenders.
(a) Contingent liabilities:
(i) Cross corporate guarantee given to consortium of banks as collateral against term loan(s) and working capital creditfacilities granted to a Body Corporate - Refer Note No.43(a).
(ii) Claims against the Company not acknowledged as debts ' 20.85 lakhs (' 20.85 lakhs).
(iii) The Company received an order of demand of non-payment of GST liability and equivalent amount of penalty thereonaggregating to ' 1189.80 lakhs on notional value of consideration in respect of cross corporate guarantee given tosecured lenders of a body corporate pertaining to the period from 1st July, 2017 to 31st March, 2023 against whichan appeal has been filed with the jurisdictional appellate authority. The management in consultation with the subjectmatter experts is of the opinion that the impugned order of demand is incorrect on facts as well as law and theprobability of an unfavourable outcome is remote.
(b) Commitments:
Estimated amount of contracts remaining to be executed on Capital Account (Net of advances) and not provided for
' 10.83 lakhs (' 333.97 lakhs).
(a) The remuneration to Key Managerial Personnel(s) other than Non-Executive Directors stated above does not includeprovision/payment towards incremental liability on account of gratuity and compensated absences since actuarialvaluation is done for the Company as a whole.
(b) Remuneration to Non-Executive Directors save and except Shri Harsh V. Lodha, Chairman includes provision of '11.50 lakhs (' 18.00 lakhs) towards remuneration/compensation by way of profit related commission (excludingGoods and Services Tax, if any, thereon) for the year. Shri Harsh V. Lodha, Chairman, has decided not to takeremuneration/compensation by way of profit related commission pertaining to the financial year 2024-25.
(c) Transactions mentioned above are exclusive of Goods and Services Tax (GST), wherever applicable.
(d) No amount has been provided as doubtful debt or advance written off or written back in the year in respect of debtsdue from/to above Related Parties.
(e) Transactions and balances relating to reimbursement of expenses to/from the above Related Parties have not beenconsidered in the above disclosure.
The fair value of financial assets and liabilities are included at the amount at which instruments could be exchanged in acurrent transaction between the willing parties. The following methods and assumptions were used to estimate the fair value:
(A) The Company has opted to fair value its quoted equity instruments at its market quoted price through OCI.
(B) The Company has opted to fair value its unquoted equity instruments at its Net Asset Value(NAV)/Discounted CashFlow(DCF) through OCI.
(C) Investment in Continuum MP Windfarm Development Pvt. Ltd. for sourcing renewable energy is considered at fair valuethrough profit or loss and valued as per terms and conditions of the agreement.
(D) The fair values of cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, shortterm borrowings, trade payables, and other financial liabilities approximates their carrying amounts largely due to theshort-term maturities of these instruments. The Company has adopted Effective Interest Rate Method (EIR) for fair valuationof long term borrowings, non-current financial assets and non-current financial liabilities.
(E) The fair value of forward exchange contracts is based on certificate given by respective banks.
Fair Value Hierarchy
Level 1 -Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The Company’s activities are exposed to a variety of Financial Risks from its Operations. The key financial risks includeMarket risk, Credit risk and Liquidity risk.
Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market Risk comprises mainly three types of Risk: Foreign Currency Risk, Interest Rate Risk, Other PriceRisk such as Commodity Price Risk and Equity Price Risk.
(i) Foreign Currency Risk:
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates. The Company is exposed to foreign exchange risk arising from foreign currencytransactions of imports, exports and borrowing primarily with respect to USD, EURO, GBP, AED and CNY. TheCompany’s exports are denominated generally in USD and EURO, providing a natural hedge to some extent againstforeign currency payments on account of imports of raw materials and/or the payment of borrowings. The foreigncurrency transaction risk are managed through selective hedging programmes by way of forward contracts includingfor underlying transactions having firm commitments or highly probable forecast of crystallisation.
The Company uses forward exchange contracts to hedge its exposure in foreign currency. The details of foreigncurrency exposures hedged by derivative instruments and those have not been hedged are as follows:
(iii) Commodity Price Risk:
The Company is affected by the price volatility of certain commodities. Its operating activities require the purchase ofraw material for manufacturing of Cables and therefore, require a continuous supply of certain raw materials such asoptical fibre, plastic and polymers, copper etc. To mitigate the commodity price risk, the company has an approvedsupplier base to get the best competitive prices for the commodities and to manage the cost without any compromiseon quality.
(iv) Equity Price Risk:
The Company’s exposure to equity instruments price risk arises from investments held by the company and classifiedin the Balance Sheet at Fair Value through OCI. Having regard to the nature of securities, intrinsic worth, intent andlong term nature of investment in securities held by the company, fluctuation in their prices are considered acceptableand do not warrant any management estimation.
(i) Trade Receivables/Corporate Guarantee
The Company has an established policy, procedures and control relating to customer credit risk management. TheCompany assesses the credit quality of the counterparties taking into account their financial position, past experienceand other factors. Some of the customers are Government owned entities and private telecom sector operators.Credit risk is reduced to a significant extent if the supplies are part of a project which is funded by the Central / StateGovernment. Outstanding customer receivables are regularly monitored and assessed. At the end of the reportingperiod, there were no significant concentrations of credit risk expected in outstanding receivable.
The lenders assesses the credit quality of Vindhya Telelinks Limited and after considering its financial position,intrinsic value, its business profile and future prospects, Credit risk is low. The Company has also accepted corporateguarantee from Vindhya Telelinks Limited (Cross Corporate Guarantee) against total credit facilities and term loan(s)availed from consortium of banks.
(ii) Deposits with Bank:
The fixed deposits with banks predominantly comprises of margin money against bank guarantees, letter(s) of credit,etc. as per the terms of sanction of non fund based credit facilities.
Liquidity risk is the risk, where the Company may encounter difficulty in meeting the obligations associated with itsfinancial liabilities that are settled by delivering cash or another financial asset. The Company’s approach is to ensure, asfar as possible, that it will have sufficient liquidity to meet its liabilities when due.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscountedpayments:
The Company’s primary objective with respect to capital management is to ensure continuity of business and support thegrowth of the Company while at the same time provide reasonable returns to its various stakeholders and maximise shareholdersvalue. In order to achieve these objectives, requirement of capital is reviewed periodically with reference to operating andbusiness plans that take into account capital expenditure and strategic investments. Sourcing of capital is done throughjudicious combination of equity/ internal accruals and borrowings, both short term and long term. The capital structure isgoverned by policies approved by the Board of Directors and the Company monitors capital by applying net debt (total borrowingsless investments and cash and cash equivalents) to equity ratio. The Company manages its capital structure and makeadjustments in the light of changes in economic conditions and the requirements of financial covenants attached to theinterest bearing loans and borrowings that define capital structure requirements. No changes were made in the objectives,policies or processes for managing capital during the year ended 31st March, 2025 or corresponding previous year.
(c) Undisclosed income:
No transactions have been recorded in the books of account that has been surrendered/ disclosed as income during theyear in the tax assessments.
(d) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding that the Intermediary shall:
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company (Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(e) The Company has not received any fund from any other person(s) or entity(ies), including foreign entities (Funding Party)with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) Directly or indirectly lend or invest in other persons or entity(ies) identified in any manner whatsoever by or on behalfof the Funding Party (Ultimate Beneficiaries); or
(i) Debt-Equity ratio is decreased due to repayment of long term borrowings during the year.
(ii) Return on Equity is decreased due to decrease in profitability of the current year as compared to previous year.
(iii) Inventory Turnover Ratio is improved due to decrease in inventory levels during the current year as compared toprevious year.
(iv) Net Capital Turnover Ratio is improved due to decrease in working capital.
(v) Net Profit Ratio is declined due to decrease in profitability of the Company in the current year as compared toprevious year.
(vi) Return on Capital Employed is declined due to decrease in profitability in current year as compared to previous year.
(vii) Return on Investment in Shares is declined due to less increase in the value of investments as compared to previousyear.
49. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’sclassification. The figures in brackets are those in respect of the previous accounting year.
Signatures to Notes 1 to 49
As per our attached report of even date. For and on behalf of the Board of Directors
For V.Sankar Aiyar & Co.
Chartered Accountants Harsh V. Lodha B.R.Nahar R. Sridharan
ICAI Firm Registration No. 109208W Chairman Director Manager & CEO
(DIN : 00394094) (DIN :00049895)
Vishal Agarwal
Partner Somesh Laddha Suman
Membership No. 556367 Chief Financial Officer Company Secretary
Place : New Delhi Place : New Delhi
Date : May 21,2025 Date : May 21,2025