A provision is recognised when the Company has a presentobligation (legal or constructive) as a result of a past event,and is probable that an outflow of resources embodying
economic benefits will be required to settle the obligationand a reliable estimate can be made of the amount ofthe obligation.
When the Company expects some or all of a provision to bereimbursed, the reimbursement is recognised as a separateasset, but only when the reimbursement is virtually certain.The expense relating to a provision is presented in theStatement of Profit and Loss net of any reimbursement.
If the effect of the time value of money is material, provisionsare discounted using a current pre-tax rate that reflects,when appropriate, the risks specific to the liability. Whendiscounting is used, the increase in the provision due tothe passage of time is recognised as a finance cost in theStatement of Profit and Loss.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or a presentobligation that is not recognized because it is not probablethat an outflow of resources will be required to settle theobligation. A contingent liability also arises where thereis a liability that cannot be recognized because it cannotbe measured reliably. The Company does not recognizea contingent liability but discloses its existence in thefinancial statements.
Contingent assets are not recognised in financial statements,unless they are virtually certain. However, contingent assetsare disclosed where inflow of economic benefits are probable.
Provisions, contingent liabilities and contingent assets arereviewed at each balance sheet date.
Fair value is the price that would be received to sell anasset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date.The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liabilitytakes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the mostadvantageous market for the asset or liability
The Company uses valuation techniques that are appropriatein the circumstances and for which sufficient data areavailable to measure fair value, maximizing the use ofrelevant observable inputs and minimizing the use ofunobservable inputs.
• Level 1 — Quoted (unadjusted) market prices in activemarkets for identical assets or liabilities
• Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair valuemeasurement is directly or indirectly observable
• Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair valuemeasurement is unobservable
For assets and liabilities that are recognised in the financialstatements on a recurring basis, the Company determineswhether transfers have occurred between levels in thehierarchy by re-assessing categorisation (based on the lowestlevel input that is significant to the fair value measurement asa whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company hasdetermined classes of assets and liabilities based on thenature, characteristics and risks of the asset or liability andthe level of the fair value hierarchy.
A financial instrument is any contract that gives rise to afinancial asset of one entity and a financial liability or equityinstrument of another entity.
Financial instruments are initially recognised when theentity becomes party to the contract.
Financial instruments are measured initially at fair valueadjusted for transaction costs that are directly attributableto the origination of the financial instrument wherefinancial instruments not classified at fair value throughprofit or loss. Transaction costs of financial instrumentswhich are classified as fair value through profit or loss areexpensed in the Statement of Profit and Loss.
For the purposes of subsequent measurement, the financialassets are classified in the following categories based onthe Company's business model for managing the financialassets and the contractual terms of cash flows:
• those to be measured subsequently at fair value;either through OCI or through profit or loss
• those measured at amortised cost
For assets measured at fair value, changes in fair valuewill either be recorded in the Statement of Profit andLoss or OCI. For investments in debt instruments, thiswill depend on the business model in which investmentis held. For investments in equity instruments, thiswill depend on whether the Company has made anirrevocable election at the time of initial recognition toaccount for equity investment at fair value through OCI.
The Company reclassifies debt investments whenand only when its business model for managing thoseassets changes.
A ‘debt instrument' is measured at the amortised cost ifboth the following conditions are satisfied:
• The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows, and
• The contractual terms of the asset give rise onspecified dates to cash flows that are SolelyPayments of Principal and Interest (SPPI) on theprincipal amount outstanding.
A gain or loss on a debt investment that is subsequentlymeasured at amortised cost and is not part ofhedging relationship is recognised in the Statementof Profit and Loss when the asset is derecognised orimpaired. Interest income from these financial assetsis included in finance income using Effective InterestRate (EIR) method.
All equity investments in the scope of Ind AS 109Financial Instruments are measured at fair value.Equity instruments which are held for trading areclassified as at FVTPL. For all other equity instruments,the Company may make an irrevocable election torecognise subsequent changes in the fair value in OCI.The Company makes such election on an instrument-by-instrument basis. The classification is made oninitial recognition and is irrevocable.
If the Company decides to classify an equity instrumentas at FVTOCI, then all fair value changes on theinstrument, excluding dividends, are recognized inOCI. There is no recycling of the amounts from OCIto the Statement of Profit and Loss, even on sale ofequity instrument.
Equity instruments included within the FVTPL categoryare measured at fair value with all changes recognisedin the Statement of Profit and Loss.
For the purposes of subsequent measurement,the financial liabilities are classified in thefollowing categories:
• those to be measured subsequently at fair valuethrough profit or loss (FVTPL)
Following financial liabilities will beclassified under FVTPL:
• Financial liabilities held for trading
• Derivative financial liabilities
• Liability designated to be measured under FVTPL
All other financial liabilities are classified atamortised cost.
For financial liabilities measured at fair value,changes in fair value will recorded in the Statementof Profit and Loss except for the fair value changeson account of own credit risk are recognised in OtherComprehensive Income (OCI).
Interest expense on financial liabilities classified underamortised cost category are measured using EffectiveInterest Rate (EIR) method and are recognised inStatement of Profit and Loss.
The Company derecognises a financial asset when thecontractual rights to the cash flows from the financialasset expire, or it transfers the rights to receive thecontractual cash flows in a transaction in whichsubstantially all of the risks and rewards of ownershipof the financial asset are transferred or in which theCompany neither transfers nor retain substantially all ofthe risks and rewards of ownership and does not retaincontrol of the financial asset.
A financial liability is derecognised when the obligationunder the liability is discharged or cancelled or expires.When an existing financial liability is replaced by anotherfrom the same lender on substantially different terms,or the terms of an existing liability are substantiallymodified, such an exchange or modification is treatedas the derecognition of the original liability and therecognition of a new liability. The difference in therespective carrying amounts is recognised in theStatement of Profit and Loss.
The Company applies Expected Credit Loss (ECL) modelfor measurement and recognition of impairment loss onthe financial assets mentioned below:
• Financial assets that are debt instrument and aremeasured at amortised cost
• Financial assets that are debt instruments and aremeasured as at FVOCI
• Trade receivables
The impairment methodology applied depends onwhether there has been a significant increase in creditrisk. Details how the Company determines whetherthere has been a significant increase in credit risk isexplained in the respective notes.
For impairment of trade receivables, the Companychooses to apply practical expedient of providingexpected credit loss based on provision matrix and doesnot require the Company to track changes in credit risk.Percentage of ECL under provision matrix is determinedbased on historical data as well as futuristic information.
The Company uses derivative financial instruments,such as forward currency contracts to hedge foreigncurrency risks. Such derivative financial instrumentsare initially recognised at fair value on the date onwhich a derivative contract is entered into and aresubsequently re-measured at fair value. Derivativesare carried as financial assets when the fair value ispositive and as financial liabilities when the fair valueis negative. Any gains or losses arising from changesin the fair value of derivatives are recognised in theStatement of Profit and Loss.
The final dividend on shares is recorded as liability on thedate of approval of shareholders, and the interim dividendsare recorded as liability on the date of declaration by theCompany's Board of Directors.
Basic EPS is calculated by dividing the profit for the yearattributable to equity holders of the Company by the weightedaverage number of equity shares outstanding during thefinancial year, adjusted for bonus elements in equity sharesissued during the year and excluding treasury shares.
Diluted EPS adjust the figures used in the determination ofbasic EPS to consider
• The after-income tax effect of interest and otherfinancing costs associated with dilutive potentialequity shares, and
• The weighted average number of additional equityshares that would have been outstanding assuming theconversion of all dilutive potential equity shares.
Operating segments are reported in a manner consistentwith the internal reporting provided to the Chief OperatingDecision-Maker (CODM). The CODM, who is responsible
for allocating resources and assessing performance of theoperating segments, has been identified as the ManagingDirector who makes strategic decisions.
Operating segments are reported in a manner consistentwith the internal reporting provided to the Chief OperatingDecision-Maker (CODM). The CODM, who is responsiblefor allocating resources and assessing performance of theoperating segments, has been identified as the ManagingDirector who makes strategic decisions.
Grants from the government are recognised at their fairvalue where there is a reasonable assurance that the grantwill be received and the Company will comply with allattached conditions.
Government grants relating to income are deferred andrecognised in the Statement of Profit and Loss over theperiod necessary to match them with the costs that they areintended to compensate and presented within other income.
The preparation of the financial statements in conformitywith Ind AS, requires the management to make judgments,estimates and assumptions that affect the amounts ofrevenue, expenses, current assets, non-current assets,current liabilities, non-current liabilities, disclosure of thecontingent liabilities and notes to accounts at the endof each reporting period. Actual results may differ fromthese estimates.
In the process of applying the Company's accounting policies,management have made the following judgements, whichhave the most significant effect on the amounts recognisedin the financial statements:
Ind AS 108 Operating Segments requires Managementto determine the reportable segments for the purpose ofdisclosure in financial statements based on the internalreporting reviewed by the Managing Director being the ChiefOperating Decision Maker (CODM) to assess performance andallocate resources. The standard also requires Managementto make judgments with respect to recognition of segments.Accordingly, the Company recognizes Iron Castings, Tube andSteel Segment as its three segments.
The Company has received various orders and notices fromdifferent Government authorities and tax authorities inrespect of direct taxes and indirect taxes. The outcome ofthese matters may have a material effect on the financialposition, results of operations or cash flows. Managementregularly analyses current information about these mattersand discloses the information relating to contingent liability.In making the decision regarding the need for creating lossprovision, management considers the degree of probabilityof an unfavorable outcome and the ability to make asufficiently reliable estimate of the amount of loss. Thefiling of a suit or formal assertion of a claim against theCompany or the disclosure of any such suit or assertions,does not automatically indicate that a provision of a loss maybe appropriate.
Estimates and assumptions
The key assumptions concerning the future and other keysources of estimation uncertainty at the reporting date, thathave a significant risk of causing a material adjustment tothe carrying amounts of assets and liabilities within the nextfinancial year, are described below. The Company based itsestimates and assumptions on parameters available when thefinancial statements are prepared. Existing circumstancesand assumptions about future developments, however, maychange due to market conditions or circumstances arisingthat are beyond the control of the Company. Such changesare reflected in the assumptions when they occur.
Defined benefit obligation
The cost of the defined benefit plans and other post¬employment benefits and the present value of the obligationsare determined using actuarial valuation. An actuarialvaluation involves making various assumptions that maydiffer from actual developments in the future. These includethe determination of the discount rate, future salary increases,mortality rates and future post-retirement medical benefitincrease. Due to the complexities involved in the valuationand its long-term nature, a defined benefit obligation is highlysensitive to changes in these assumptions. All assumptionsare reviewed at each reporting date.
The parameter most subject to change is the discount rate.In determining the appropriate discount rate, managementconsiders the interest rates of government bonds incurrencies consistent with the currencies of the post¬employment benefit obligations and extrapolated as neededalong the yield curve to correspond with the expected term ofthe defined benefit obligation.
The mortality rate is based on publicly available mortalitytables. Those mortality tables tend to change only at intervalsin response to demographic changes. Future salary increasesare based on the expected future inflation rates for the country.
Further details about defined benefit obligations are providedin the respective note.
Deferred tax assets are recognised for all deductibletemporary differences including the carry forward of unusedtax credits and any unused tax losses. Deferred tax assets arerecognised to the extent that it is probable that taxable profitwill be available against which the deductible temporary
differences, and the carry forward of unused tax credits areunused tax losses can be utilized.
Useful lives of property, plant and equipment are dependentupon an assessment of both the technical lives of theassets and also their likely economic lives based on variousinternal and external factors including relative efficiency andoperating costs. The depreciable lives are reviewed annuallyusing the best information available to the Management.
Estimation and underlying assumptions are reviewedon ongoing basis. Revisions to estimates arerecognised prospectively.
Under the erstwhile Indian Companies Act, 1956, a general reserve was created through an annual transfer of net income in accordancewith applicable regulations.
The amount in the Securities premium account represents the additional amount paid by the shareholders for the issued shares in excessof the face value of those shares.
The company offers ESOP, under which, options to subscribe for the Company's share have been granted to specified senior managementemployees. The Share options outstanding account balance represents fund created as per the companie's ESOP scheme.
Equity instruments through other comprehensive income
This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through othercomprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.
Capital reserve represents the gains of capital nature which mainly include the excess of value of net assets acquired over considerationpaid by the Company for business combination transactions and the same is not available for distribution as dividends.
Capital reserve arising out of Merger
This represents capital reserve on business combination which arises on transfer of business between entities under common control.
38.1 The Company and its Subsidiary Company, ISMT Enterprises S.A., Luxembourg has invested H 48.43 Crores in Structo HydraulicsAB, Sweden (SHAB). The Company has received approval from regulatory authorities for conversion into equity of an amount ofH 33.33 Crores (USD 5 Million) due from SHAB, out of which H 16.75 Crores had been converted into equity. SHAB's business wasfacing significant challenges due to the Eurozone crisis and ongoing slowdown in the European market, leading to a working capitalcrisis. After exploring various options including sale, revival, or liquidation, the management has decided to file bankruptcy liquidationfor both SHAB and ISMT EUROPE. Accordingly, Liquidators were appointed on 12th Feb '24 and 5th Mar '24 respectively, followingmultiple rounds of internal and external discussions. Based on bankruptcy liquidation filed by the company in the previous year,H 21.08 Crores was provided towards net assets due to loss of control and disclosed as an exceptional item.
38.2 Tridem Port and Power Company Private Limited (TPPCPL), a wholly owned subsidiary, along with its subsidiaries had proposed to setup a thermal power project and captive port in Tamil Nadu. TPPCPL had obtained the approvals for the projects including acquisitionof land, but no construction activity had commenced. The Government of Tamil Nadu had granted various permissions to TPPCPLfor setting up the aforesaid port and power project. Subsequently, the Government had withdrawn permissions so given in earlieryears which was challenged by the company in high court by way of writ petitions. The Hon'ble Madras High Court had dismissedall the said Writ Petitions filed by TPPCPL & its subsidiaries. TPPCPL had challenged the above-mentioned Order by filing WritPetitions before the Division Bench of the High Court, Madras on 06th October 2023. On further hearings, the bench had directed theGovernment to file the reply. The Company after assessing the opportunities / business plan, after legal consultation, decided not topursue the project. Therefore, during the current quarter the company has withdrawn the abovementioned writ petition filled in HighCourt. In accordance with existing laws & regulations, land holding above permissible ceiling is ceased and compulsorily transferredto Government. Having regards to the no plan and considering the laws and regulations, the company does not expect any return andconservatively provided for impairment of H 33.93 crores in previous financial year and disclosed as an exceptional item.
38.3 Indian Seamless Inc. (IS Inc), was initially established to facilitate trading activities in the USA market. However, due to commencementof direct exports of tubes in USA. Market, the requirement of having intermediary entity was not required. Accordingly, our businessactivities in IS Inc. were ceased.
During the previous year, the management of the company evaluated prospects of all of its subsidiaries including IS Inc., consideringthe cessation of scope and other business aspects, management decided to liquidate the company. Consequently, voluntaryliquidation was filed during the quarter ended March 24 and final closer was achieved on February 29, 2024.
Pursuant to the closure of IS Inc., Investment amounting to H1.69 Crores in IS Inc. was considered irrecoverable and written off afteradjusting final settlement amount received on voluntary liquidation.
Fair value of financial assets and financial liabilities measured at amortised cost :
The management believes that the fair values of non-current financial assets (e.g. loans and others), current financial assets (e.g., cashand cash equivalents, trade receivables, loans and others excluding other derivative assets), non-current liabilities and current financialliabilities (e.g. trade payables and other payables excluding derivative liabilities) approximate their carrying amounts.
The Companie's activities exposes it to market risks, credit risks and liquidity risks. In order to minimise any adverse effects on thefinancial performance of the Company, derivative financial instruments such as forward foreign exchange contract are entered to hedgethe foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as a trading or speculative purposes.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price riskand commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, foreign exchangeforward contracts, security deposit, trade and other receivables, deposits with banks.
The sensitivity analysis in the following sections relate to the position as at reporting dates. The sensitivity of the relevant incomestatement item is the effect of the assumed changes in respective market risks. The analyses exclude the impact of movements inmarket variables on the carrying values of gratuity and other post retirement obligations and provisions.
The Companie's activities expose it to variety of market risks, including effect of changes in foreign currency exchange rate, interestrate and commodity price.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in marketinterest rates.The Company manages its interest rate risk arising from variable rate borrowings by using interest rate swap contracts.
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreignexchange rate. The Company transacts business in its functional currency and in different foreign currencies. The Company's exposureto the risk of changes in foreign exchange rates relates primarily to the Company's operating activities, where revenue or expense isdenominated in a foreign currency. The Company manages its foreign currency risk by hedging foreign currency payables using foreigncurrency forward contracts. It negotiates the terms of those foreign currency forward contracts to match the terms of the hedged exposure.
Commodity price risk is a financial risk on the company's financial performance which is affected by the fluctuating prices onaccount of global and regional supply / demand. Fluctuations in the prices of commodities mainly depend on market conditions.The company is subject to fluctuations in prices for the purchase of metallurgical coke, coking coal, iron ore and steel scrapswhich are the major input materials for production of pig iron and steel.
The company has an elaborate control procedure for finalising the prices of commodities through approval process fromdesignated Company officials. Every month the price trend of the materials, demand and supply position and market intelligencereport are reviewed and strategy is adopted before finalising the next consignment/quantities for subsequent months. TheCommodity Price Risk is managed without any hedging of the commodities.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to afinancial loss. The Company is exposed to credit risk from its operating activities such as primarily trade receivables and from itsinvesting activities, including deposits with banks and financial institutions, cash and cash equivalent and other financial instruments.
Customer credit risk is managed by the Company's established policy, procedures and control relating to customer credit riskmanagement. Credit exposure risk is mainly influenced by class or type of customers, depending upon their characteristics.Credit risk is managed through credit approval process by establishing credit limits along with continuous monitoring of creditworthiness of customers to whom credit terms are granted. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large numberof minor receivables are combined into homogenous category and assessed for impairment collectively. The calculation isbased on actual incurred historical data as well as futuristic information. The Company uses expected credit loss model toassess the impairment loss. The Company uses a provision matrix to compute the expected credit loss allowance for tradereceivables. The provision matrix takes into account available external and internal credit risk factors.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordancewith the Company's policy. Investments of surplus funds are made only with approved counter parties. The Company monitorsrating, credit spreads and financial strength of its counter parties. Based on ongoing assessment the Company adjust it'sexposure to various counter parties
Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligationswithout incurring unacceptable losses. Companie's objective is to, at all time maintain optimum levels of liquidity to meet itscash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash managementsystem. It maintains adequate sources of financing including overdraft, debt from domestic and international banks at optimisedcost. The Company has access to banks, capital and money market across debt, equity and hybrids.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable tothe equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains a strongcredit rating and healthy capital ratios in order to support its business and maximise shareholder value.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirementsof the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,return capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2025 and31st March, 2024.
Asset liability matching strategy
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interestrate is declared on yearly basis and is guaranteed for a period of one year. The Insurance company, as a part of policy rulesmakes payment of all gratuity payouts during the year as per policy conditions. The policy, thus, mitigates the liquidity risk.However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, theCompany is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in aincrease in liability without corresponding increase in the asset).
The Company has introduced employee stock option scheme. This employee equity-settled compensation scheme is known as KFILEmployee Stock Option Scheme 2017 (“KFIL ESOS 2017/ Scheme”). The employee stock option scheme is approved and authorized by theBoard of Directors. This scheme is designed to provide incentives to specified senior management employees who are in the employmentof the company and director(s), whether wholetime or otherwise, (other than promoters of the company, persons belonging to promotersgroup, independent directors and directors holding directly or indirectly more than 10% of the outstanding equity shares of the company).The specific employees to whom the options would be granted, and their eligibility criteria would be determined by the Nomination andRemuneration Committee.
Options granted under KFIL ESOS 2017 would vest after 1 (one) year but not later than 4 (four) years from the date of grant of such options.Options will be vested equally over four years. Vesting of options would be subject to continued employment with the Company and thusthe options would vest essentially on passage of time. In addition to this, the Nomination and Remuneration Committee may also specifycertain performance criteria subject to satisfaction of which the options would vest. Any option granted shall be exercisable accordingto the terms and conditions as determined by the Nomination and Remuneration Committee and as set forth in the grant letter. Theexercise period shall be 3 (three) years from the date of vesting of options in case of employee is in continuation of employment. Thevested options can be exercised by the employee at any time within the exercise period, or such other shorter period as may be prescribedby the Nomination and Remuneration Committee from time to time and as set out in the Grant Letter. When exercisable, each option isconvertible into one equity share. The options not exercised within the exercise period shall lapse and the employee shall have no rightover such lapsed or cancelled options. The shares arising out of exercise of vested options shall not be subject to any lock-in period fromthe date of allotment of such shares under KFIL ESOS 2017.
The Company has introduced employee stock option scheme. This employee equity-settled compensation scheme is known as KFILEmployee Stock Option Scheme 2021 (“KFIL ESOS 2021/ Scheme”). The employee stock option scheme is approved and authorizedby the Board of Directors. This scheme is designed to provide incentives to specified senior management employees who are inthe employment of the company and director(s), whether wholetime or otherwise, (other than promoters of the company, personsbelonging to promoters group, independent directors and directors holding directly or indirectly more than 10% of the outstandingequity shares of the company). The specific employees to whom the options would be granted, and their eligibility criteria would bedetermined by the Nomination and Remuneration Committee.
Options granted under KFIL ESOS 2021 would vest after 1 (one) year but not later than 4 (four) years from the date of grant ofsuch options. Options will be vested equally over four years. Vesting of options would be subject to continued employment withthe Company and thus the options would vest essentially on passage of time. In addition to this, the Nomination and RemunerationCommittee may also specify certain performance criteria subject to satisfaction of which the options would vest. Any option grantedshall be exercisable according to the terms and conditions as determined by the Nomination and Remuneration Committee and asset forth in the Grant Letter. The exercise period shall be 3 (three) years from the date of vesting of options in case of employee is incontinuation of employment. The vested options can be exercised by the employee at any time within the exercise period, or suchother shorter period as may be prescribed by the Nomination and Remuneration Committee from time to time and as set out in theGrant Letter. When exercisable, each option is convertible into one equity share. The options not exercised within the exercise periodshall lapse and the employee shall have no right over such lapsed or cancelled options. The shares arising out of exercise of vestedoptions shall not be subject to any lock-in period from the date of allotment of such shares under KFIL ESOS 2021.
The fair value of the options granted is mentioned below as per vesting period. The fair value of the options is determined using Black-Scholes-Merton model which takes into account the exercise price, the term of the option (time to maturity), the share price as at thegrant date and expected price volatility (standard deviation) of the underlying share, the expected dividend yield and risk-free interestrate for the term of the option.
1. Time to maturity of options is the period of time from the grant date to the date on which option is expected to be exercised.The minimum life of stock option is the minimum period before which the options cannot be exercised and maximum life is theperiod after which the options cannot be exercised.
2. The expected price volatility is based on the historic volatility, adjusted for any changes to future volatility due to publiclyavailable information.
The Company has recorded employee share-based compensation expense in current year amounting to H5.95 Crores( Previous Year : H 5.44 Crores) for the options issued to the employees.
Amalgamation of ISMT Limited:
The Board of Directors of the Company, at its meeting held on 5th November 2022, approved The Scheme of Amalgamation andArrangement under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 for amalgamation of ISMT Limited(‘Amalgamating Company') with the Company (‘Scheme').
The aforesaid Scheme was sanctioned by Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench vide order dated 24th July, 2024.The Appointed Date of the Scheme was 1 April, 2023 and in terms of the Scheme, all the assets, liabilities, reserves and surplus of theAmalgamating Company transferred to and vested in the Company.
The amalgamation has been accounted in accordance with “Pooling of interest method” as laid down in Appendix C - ‘Business combinationsof entities under common control' of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as specified in the scheme and Ind AS Transition Facilitation Group (ITFG) Clarification Bulletin 9 Issue 2.
Consequent on the Scheme coming into effect and in accordance with the Share Exchange Ratio enshrined in the Scheme, on 09thAugust, 2024 the Company has alloted its 2,49,04,259 equity shares of 5/- each (fully paid-up) to the equity shareholders of erstwhile ISMTLimited as on the ‘Record Date' fixed for the said purpose.
The Ministry of Corporate Affairs (“MCA”) has vide notification dated May 7, 2025 notified Companies (Indian Accounting Standards)Amendment Rules, 2025 (the ‘Rules') which amends certain accounting standards, and are effective from 1 April 2025 onwards. Thesummary of amendments is as follows -
Ind AS 21, The Effects of Changes in Foreign Exchange Rates - These amendments provide guidance on when a currency is considered asexchangeable, application guidance on determining exchangeability and estimating spot rates, disclosure requirements when the currencyis not exchangeable and references to matters contained in other Indian Accounting Standards.
The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significantimpact in its financial statements.
As per our report of even date attached
Chartered Accountants Chartered Accountants
Firm Registration No. Firm Registration No. RAHUL KIRLOSKAR R.V.GUMASTE
105215W/ W100057 101118W/ W100682 Chairman Managing Director
DIN 00007319 DIN 00082829
Partner Partner Executive Director (Finance) Company Secretary
Membership No. 117309 Membership No. 117695 & Chief Financial Officer
DIN 09607651
Pune 09th May 2025 Pune 09th May 2025 Pune 09th May 2025 Pune 09th May 2025