r) Provisions:
Provisions are recognised when the Companyhas a present legal or constructive obligationas a result of past events, it is probable that anoutflow of resources will be required to settlethe obligation and the amount can be reliablyestimated. These are reviewed at each year endand reflect the best current estimate. Provisionsare not recognised for future operating losses.
Where there are a number of similar obligations,the likelihood that an outflow will be requiredin settlement is determined by considering theclass of obligations as a whole. A provision isrecognised even if the likelihood of an outflowwith respect to any one item included in thesame class of obligations may be small.
Provisions are measured at the present valueof best estimate of the Management of theexpenditure required to settle the presentobligation at the end of the reporting period.The discount rate used to determine the presentvalue is a pre-tax rate that reflects current marketassessments of the time value of money and therisks specific to the liability. The increase in theprovision due to the passage of time is recognisedas interest expense.
s) Contingent Liabilities:
Contingent liabilities are disclosed when there is apossible obligation arising from past events, theexistence of which will be confirmed only by theoccurrence or non-occurrence of one or moreuncertain future events not wholly within thecontrol of the Company or a present obligationthat arises from past events where it is eithernot probable that an outflow of resources willbe required to settle the obligation or a reliableestimate of the amount cannot be made.
t) Employee benefits:
Short-term employee benefits:
All employee benefits payable within 12 monthsof service such as salaries, wages, bonus, ex-gratia, medical benefits etc. are recognised inthe year in which the employees render therelated service and are presented as currentemployee benefit obligations within the BalanceSheet. Termination benefits are recognised as anexpense as and when incurred.
Short-term leave encashment is provided atundiscounted amount during the accountingperiod based on service rendered by employees.Compensation payable under VoluntaryRetirement Scheme is being charged toStatement of Profit and Loss in the year ofsettlement.
Other long-term employee benefits:
The liabilities for earned leave and sick leaveare not expected to be settled wholly within12 months after the end of the period in whichthe employees render the related service. Theyare therefore measured as the present value ofexpected future payments to be made in respectof services provided by employees up to the endof the reporting period using the projected unitcredit method. The benefits are discounted usingthe market yields at the end of the reportingperiod that have terms approximating to theterms of the related obligation. Remeasurementsas a result of experience adjustments andchanges in actuarial assumptions are recognisedin profit or loss.
The obligations are presented as current liabilitiesin the Balance Sheet if the entity does not havean unconditional right to defer settlement forat least 12 months after the reporting period,regardless of when the actual settlement isexpected to occur.
Defined contribution plan:
Contributions to defined contribution schemessuch as contribution to Provident Fund,Superannuation Fund, Employees' StateInsurance Corporation, National Pension Schemeand Labours Welfare Fund are charged as anexpense to the Statement of Profit and Loss basedon the amount of contribution required to bemade as and when services are rendered by theemployees. The above benefits are classified asDefined Contribution Schemes as the Companyhas no further defined obligations beyond themonthly contributions.
Defined benefit plan:
Gratuity:
Gratuity liability is a defined benefit obligation andis computed on the basis of an actuarial valuationby an actuary appointed for the purpose as per
projected unit credit method at the end of eachfinancial year. The liability or asset recognised inthe Balance Sheet in respect of defined benefitpension and gratuity plans is the present value ofthe defined benefit obligation at the end of thereporting period less the fair value of plan assets.
The present value of the defined benefitobligation is determined by discounting theestimated future cash outflows by referenceto market yields at the end of the reportingperiod on Government bonds that have termsapproximating to the terms of the relatedobligation.
The net interest cost is calculated by applying thediscount rate to the net balance of the definedbenefit obligation and the fair value of planassets. This cost is included in employee benefitexpense in the Statement of Profit and Loss.
Remeasurements gains and losses arising fromexperience adjustments and changes in actuarialassumptions are recognised in the period inwhich they occur directly in Other ComprehensiveIncome. They are included in retained earnings inthe Statement of changes in equity and in theBalance Sheet.
Changes in the present value of the definedbenefit obligation resulting from planamendments or curtailments are recognisedimmediately in profit or loss as past service cost.
u) Research and Development expenditure:
Research and Development expenditure ischarged to revenue under the natural headsof account in the year in which it is incurred.Research and Development expenditure onproperty, plant and equipment is treated in thesame way as expenditure on other property, plantand equipment.
v) Earnings per share:
Earnings per share (EPS) is calculated by dividingthe net profit or loss for the period attributableto Equity Shareholders by the weighted averagenumber of Equity shares outstanding during
the period. Earnings considered in ascertainingthe EPS is the net profit for the period and anyattributable tax thereto for the period.
w) Contributed equity:
Equity shares are classified as equity. Incrementalcosts directly attributable to the issue of newshares or options are shown in equity as adeduction, net of tax, from the proceeds.
Critical estimates and judgements
Preparation of the Financial Statements requiresuse of accounting estimates which, by definition,will seldom equal the actual results. This Noteprovides an overview of the areas that involved ahigher degree of judgements or complexity, andof items which are more likely to be materiallyadjusted due to estimates and assumptionsturning out to be different than those originallyassessed. Detailed information about each ofthese estimates and judgements is included inrelevant notes together with information aboutthe basis of calculation for each affected line itemin the Financial Statements.
The areas involving critical estimates orjudgements are:
i) Estimation of useful life of tangible assets
ii) Estimation of defined benefit obligation
Estimates and judgements are continuallyevaluated. They are based on historical experienceand other factors, including expectations of futureevents that may have a financial impact on theCompany and that are believed to be reasonableunder the circumstances
Note 27.18 Regrouped/ Recast/Reclassified
Figures of earlier year have been reclassified toconform to Ind AS presentation requirement.
Note 27.19 Rounding off.
Figures less than 50000 have been rounded off.
Note 27.20 Authorisation for issue of the Financialstatement
The Financial Statements were authorised for issueby the Board of Directors on May 26th, 2025.
c.1) Board of Directors of the company proposed issue of Converitible equity share warrants 55,40,000 @'692/- on prefrential basis. Which has been approved by Shareholders of the company through postalballot cum e-voting held on 27.12.2022, and same has been allotted on 10.01.2023, being receipt ofupfront 25% application money i.e '173/- (balance 75% i.e '519/- shall be payable within 18 monthsi.e. dated 09.07.2024) . Further on being full paymnet by warrant holders during the period 26,22,500share warrants have been converted in to the 1:10 number of equity shares as approved by the boardof 'Securities allotment-commitee' on respective date.
c.2) As on 31.03.2025 Total- 53,40,000 warrants were converted in to equity shares and the remaining2,00,000 fully convertible warrants were forfeited Refer note 16(iv).
d) Rights, preferences and restrictions attached to equity shares
The Company has single class of equity shares having a par value of '1/- each w.e.f. 17.03.2023 (Onbeing split off 1 Share of '10/- each in to 10 share of '1/- each fully paid) and carry an equal right ofdividend. Each shareholder is eligible for one vote per share held & in the event of liquidation, theequity shareholders are eligible to receive the remaining assets of the Company after distribution of allpreferential amounts, in proportion to their shareholding.
(ii) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriationpurposes.There is no policy of regular transfer. General reserves represents the free profits of theCompany available for distribution. As per the Companies Act, certain amount was required to betransferred to General Reserve every time Company distribute dividend. General reserve is not an itemof OCI, items included in the general reserve will not be reclassified to profit or loss.
(iii) Share Warrant (Fully Convertible in Equity Shares)
The company has issued and allotted 55,40,000 fully convertible warrants to non-promoters, promoterand promoter group on preferential basis @ '692/- each on subscription amount of '173/- each (being25% application money), which are convertible into equal number of equity shares '10/- each fully paid,carries pari - passu rank with existing equity shares, The holder of convertible warrants shall converthis holding of convertible warrants within 18 month from the date of allotment of such convertiblewarrants. During the current Financial Year 26,22,500 warrants has been converted into 1:10 number ofEquity shares as per details given herein below.
Note:
Remaining 2,00,000 fully convertible warrants were forfeited Refer note (iv) below.
(iv) Capital Reserve
The company has issued and allotted 55,40,000 fully convertible warrants to non-promoters, promoterand promoter group on preferential basis @ '692/- each on subscription amount of '173/- each (being25% application money), which are convertible into equal number of equity shares '10/- each fully paid,carries pari - passu rank with existing equity shares, The holder of convertible warrants shall converthis holding of convertible warrants within 18 month from the date of allotment of such convertiblewarrants. However till 09/07/2024 (Approved date for payment of entire amount) 53,40,000 warrants hasbeen converted into 1:10 number of Equity share and 2,00,000 FCW's were not converted. Hence, theCompany has forfeited the application money of '3,46,00,000 (Rs. Three crore, fortysix lakhs) for 2,00,000FCW's and transferred the same on 30th Sept'2024 in the Capital Reserve Account.
(v) Retained earnings
It represents unallocated/ un-distributed profit of the company. The amount that can be distributed asdividend by the company as dividends to its equity shareholders is determined based on the separatefinancial statements of the company and also considering the requirements of the companies Act,2013.
Indian companies are subject to Indian income tax on a standalone basis. Each entity is assessed to tax ontaxable profits determined for each fiscal year beginning on April 1st and ending on March 31st.
Statutory income taxes are assessed based on book profits prepared under generally accepted accountingprinciples in India adjusted in accordance with the provisions of the (Indian) Income tax Act, 1961. Suchadjustments generally relate to depreciation of fixed assets, disallowances of certain provisions and accruals,deduction for tax holidays, the set-off of tax losses and depreciation carried forward and retirement benefitcosts. Statutory income tax is charged at 22% plus a surcharge and education cess.
(b) The Company has no transactions with the companies struck off under Companies Act, 2013 orCompanies Act, 1956.
(c ) Disclosures under Rule 11(e)(ii) of the Company (Audit & Auditors) Rule, 2014 :
No funds have been received by the Company in current and previous year (other than as disclosedunder note 48(e) from any persons or entities, including foreign entities ("Funding Parties”), with theunderstanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly,lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
(d) Details of benami property held
No proceeding has been initiated or are pending against the company for holding any benami propertyunder the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
(e) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or any lender.(f ) Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the taxassessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
( g) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current orprevious year.
(h) Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) orintangible assets or both during the current or previous year.
(i) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companiesbeyond the statutory period.
(j) Disclosures under Rule 11(f) of the Company (Audit & Auditors) Rule, 2014 - Dividends
The final dividend on shares is recorded as a liability on the date of approval by the shareholders. TheCompany declares and pays dividends in Indian rupees. Companies are required to pay / distributedividend after deducting applicable taxes. The remittance of dividends outside India is governed byIndian law on foreign exchange and is also subject to withholding tax at applicable rates.
The amount of per share dividend recognized as distribution to equity shareholders in accordance withCompanies Act 2013 is as follows :
During the year ended March 31,2025, on account of the final dividend for year ended March 31,2024,the Company has incurred a net cash outflow of '40.04 Lakhs. The Board of Directors in their meetingheld on May 26, 2025 recommended a final dividend of '0.025 per equity share for the year endedMarch 31, 2025. This payment of dividend is subject to the approval of shareholders in the ensuingAnnual General Meeting of the Company.
39 SEGMENT REPORTING
In accordanace with the provisions of Ind AS 108 -Operating Segment, the operations of the companyfalls under manufacturing of Steel Products and which is also considered to be the reportable segment bymanagement.
(a) Gratuity
The gratuity scheme provides for lump sum payment to vested employees at retirement/death whilein employment or on termination of employment of an amount equivalent to 15 days salary payablefor each completed year of service or part thereof inexcess of 6 months subject to a limit of '20.00 Lacs(Previous Year '20.00 Lacs). Vesting occurs upon completion of 5 years of service.
(b) Defined contribution plans
The Company makes provident fund contributions which are defined contribution plans, for qualifyingemployees. Under the schemes, the Company is required to contribute a specified percentage of thepayroll costs to fund the benefits. The Company recognised '68.18 Lacs (Year ended March 31, 2024'57.68 lacs) for Provident Fund contributions in the statement of profit and loss. The contributions
Notes:
The discount rate indicated above reflects the estimated timing and currency of benefit payments. It isbased on the yields / rates available on applicable bonds as on the current valuation date.
The estimate of future salary increase considered in actuarial valuation takes into account inflation,seniority, promotion and other relevant factors such as supply and demand in the employment market.
h) The Group does not expects to make any contribution to the defined benefit plans during the nextfinancial year.
Please note that the sensitivity analysis presented above may not be representative of the actualchange in the defined benefit obligation as it is unlikely that the change in assumptions would occurin isolation of one another as some of the assumptions may be correlated.
J) Risk Exposures
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 theabove gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interestrates will result in an increase in the ultimate cost of providing the above benefit and will thus result inan increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts.This may arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holdingof illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumptionof salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future forplan participants from the rate of increase in salary used to determine the present value of obligationwill have a bearing on the plan's liabilty.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation ofthe liability. The Company is exposed to the risk of actual experience turning out to be worse comparedto the assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment ofGratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiringhigher gratuity payouts (e.g. Increase in the maximum limit on gratuity of '20,00,000).
Note: The above is a standard list of risk exposures in providing the gratuity benefit. The Company isadvised to carefully examine the above list and make suitable amendments (including adding morerisks, if relevant) to the same before disclosing the above in its financial statements.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
a) Market risk
(i) Foreign currency risk
(ii) Interest rate Risk
b) Credit risk; and
c) Liquidity risk
Market risk is the risk of any loss in upcomimg earnings, in realisable fair values or in future cash flowsthat may result from a change in the price of a financial instrument. The value of a financial instrumentmay change as result of changes in interest rates, commodity prices foreign currency exchange rates,liquidity and other market changes. Future based market movements can not be normally forecastedwith accuracy.
The Company's functional currency is Indian Rupees (INR). The Company undertakes no transactionsdenominated in the foreign currencies; consequently, exposure to exchange rate fluctuations arenot arises. The Company is not exposed to any exchange rate risk under its trade and debt portfolio.
ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuate because of changes in market interest rates. The Company is exposed to interest raterisk because funds are borrowed at both fixed and floating interest rates. Interest rate risk ismeasured by using the cash flow sensitivity for changes in variable interest rate. The borrowingsof the Company is in rupees with a mix of fixed and floating rates of interest. The Company hasexposure to interest rate risk, arising principally on changes in lending rates. The Company uses amix of interest rate sensitive financial instruments to manage the liquidity and fund requirementsfor its day to day operations like short term borrowings. The risk is managed by the Company bymaintaining an appropriate mix between fixed and floating rate borrowings, and by the use ofinterest rate swap contracts and further by keeping a close eye view on the market variables andtime to time negotiations with the Bankers for reduction of rate of interest.
b) Credit risk management:
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Company. Credit risk encompasses of both, the direct risk of default and the risk ofdeterioration of credit worthiness as well as concentration risks.
Company's credit risk arises principally from the trade receivables and advances.
Company's trade receivables are generally categories into following categories:
1. Export customers
2. Institutional customers
3. Supply to Government Department
4. Dealers
In case of export sales, in order to mitigate credit risk, generally sales are made on advance paymentterms. Where export sales are not made on advance payment terms, the same are secured throughletter of credit or bank guarantee, etc.
In case of sale to institutional customers, in order to mitigate credit risk, majority of the sales are securedby letter of credit, bank guarantee, post dated cheques, etc. however , certain credit period is allowed tosome reputed institution in contry like Reliance, L&T, NTPC, BHEL etc.
In case of sale to Government departments there is no credit risk, majority of the sales made toGovernment are secured.
In case of sale to dealers certain credit period is allowed with vintage of 3-5 years atleast. In order tomitigate credit risk, majority of the sales made to dealers are secured by way of post dated cheques(PDC), conducting reference check also within the market.
Further, Company has an ongoing credit evaluation process in respect of customers who are allowedcredit period.Customer credit risk is managed centrally by the company and subject to establishedpolicy, procedures and control relating to customer credit risk management. Credit quality of acustomer is assessed based on financial position, past performance, business/ economic conditions,market reputation,vintage, expected business etc. Based on that credit limit & credit terms are decided.Outstanding customer receivables are regularly monitored.
In general, it is presumed that credit risk has significantly increased since initial recognition if thepayments are more than 30 days past due.
c) Liquidity risk management
Liquidity risk refers to the risk of financial distress extra ordinary high financing costs arising due toshortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiringfinancing. The Company requires funds both for working capital needs as well as for capex purposes.The Company generates sufficient cashflow for operations, which together with the available cashand cash equivalents and short term borrowings provide liquidity. The Company manages liquidityrisk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuesmonitoring of actual cash flows, and by matching the maturity profiles of financial assests and liabilities.
The Company has a liquidity risk management framework for managing its short term, medium termand long term sources of funding vis-a-vis short term and long term utilization requirement. This ismonitored through a rolling forecast showing the expected net cash flow, likely availability of cash andcash equivalents, and available undrawn borrowing facilities.
c) Commodity price risk:
The Company's revenue is exposed to the market risk of price fluctuations related to the sale of itsproducts. Market forces generally determine prices for the steel products sold by the company. Theseprices may be affected by supply and demand, production costs (including the cost of raw materialinputs) global ,regional economic conditions, growth and so on. Adverse changes in any of these factorsmay reduce the revenue that the Company earns from the sale of its products.
The Company purchases the steel and other building products in the open market from third parties inprevailing market price. The Company is therefore subject to fluctuations in the prices of HR Coils, Zinc etc.
The Company sells the products at prevailing market prices. Similarly the Company procures theproducts based on prevailing market rates as the selling prices of steel products and the prices of inputsmoves in the same direction.
Note :
The company has a capital commitments of '1027.47 Lakhs towards acquisition and commissioning ofPlant & Machinery, for details please refer note-9
The Company has issued Financial bank guarantee for procurement of raw material against whichliability has been accepted under trade payables.
The Company has reviewed all its pending litigations and proceedings and has adequately provided forwhere provisions are required and disclosed as contingent liabilities where applicable, in its financialstatements. The Company does not expect the outcome of these proceedings to have a materiallyeffect on its financial statements.
b) Commitments
1) The Company has other commitments, for purchase orders which are issued after consideringrequirements per operating cycle for purchase of services, employee's benefits. The Company doesnot have any other long term commitments or material non-cancellable contractual commitments/contracts, including derivative contracts for which there were any material foreseeable losses.
46 During the current year, the Company has issued 2,69,96,734 equity shares of face value of '1/- each at anissue price of '185.5 per share (including securities premium of '184.5 per share) aggregating to '500.79crore under Qualified Institutions Placement ('QIP').
Consequent to allotment of aforesaid equity shares on October 11,2024, the paid-up equity share capitalof the Company stands increased '269.97 lakhs, consisting of 2,69,96,734 Equity Shares of '1/- each.
The total offer expenses in relation to the fresh issue are '27.50 crore (excluding taxes). The utilization of QIPproceeds (net of QIP related expense of '473.29 crore) is summarized below:* As per the Placement Document, the utilisation of Remaining '11,500.00 Lakhs for the Capex object willbe utilised upto March 31,2026. Remaining unutilised net proceeds of '11,500.00 lakhs as on date havebeen temporarily invested in deposits with scheduled banks and kept in current account with scheduledbank.
The Financial Statements were approved for issue by the Board of Directors on May 26, 2025.
As per our report of even date For and on behalf of Board of Directors
For A.N. Garg & Company Ajay Kumar Bansal Anish Bansal
Chartered Accountants Managing Director Wholetime Director
FRN:- 004616N DIN : 01070123 DIN : 00670250
A.N. Garg Arun Kumar Arvind Bansal
(FCA,Partner) Company Secretary Executive Director & GCFO
Membership No. 083687
Place: New DelhiDate: May 26th , 2025