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NOTES TO ACCOUNTS

Carraro India Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 2582.48 Cr. P/BV 6.16 Book Value (₹) 73.80
52 Week High/Low (₹) 692/253 FV/ML 10/1 P/E(X) 29.31
Bookclosure 03/09/2025 EPS (₹) 15.50 Div Yield (%) 1.00
Year End :2025-03 

4.1 There are no impairment losses recognised during the years ended 31s* March, 2025 and 31s* March, 2024.

4.2 The Company has not revalued its property, plant and equipment as on each reporting year and therefore Schedule III disclosure requirements with respect to fair value details is not applicable.

4.3 The title deeds of all immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in the favour of the lessee) are held in the name of the Company.

4.4 The Company has created first pari passu charge on entire property, plant and equipments (except land & building) against borrowings. Refer Note 15.

11.1 The average credit period on sales of goods is 30-60 days.

11.2 Details of trade receivables from directors or other officers of the Company or any of them either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner or a director or a member:

11.3 Loss allowances on trade receivables are measured using simplified approach. The Company recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its specific analysis and historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

13.1 Rights, preferences and restrictions attached to equity shares (a) Voting rights

The Company has only one class of equity shares having a par value of '10 per share. Each shareholder of equity share is entitled for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.


13.5 During the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

No shares have been allotted for consideration other than cash by the Company. The Company has not issued bonus shares for the last five years.

13.6 There are no calls unpaid.

13.7 There are no forfeited shares.

Retained earnings are the profits that the Company has earned till date less any transfers to General Reserve, dividends or other distributions to shareholders. Retained earnings is a free reserve available to the Company. Other Comprehensive income includes re-measurement (loss)/gain on defined benefit plans, net of taxes that will not be reclassified to the statement of profit and loss.

15.2 Working capital facilities from banks are secured by pari passu first charge on movable current assets, cash, inventory and book debts of the Company, both present and future. Interest rate on Rupee working capital facility from bank is linked to the respective bank base rate and agreed spread and on working capital in foreign currency.

16.3 The Company has taken vehicles on lease for a lease term of 4 years (Remaining lease term as on 31st March, 2025: 1 years; 31st March, 2024: 2 years). In current year company has taken Solar power plant and Vehicles on lease term of 15 years and 5 years (Remaining lease term as on 31st March, 2025: 14 years and 4 years)

* First pari passu charge on entire property, plant and equipments (except land & building) and movable assets of the Company present and future. Interest rate on rupee loans varies in the range of 8.65% to 10.20%.

# Includes accrued interest on long term borrowing of ' 3.57 Million (March 2024 : ' 2.51 Million)

## Second charge on entire current assets of the Company present and future. Interest rate on Emergency Credit Line Guarantee Scheme rupee loan is 9.25%.

**Interest rate on Unsecured foreign currency loan from related party is EURIBOR 4.5%.

16.6 The total cash outflows for leases during the period amounts to ' 15.48 Million (31st March, 2024: ' 0.67 Million) (includes cash outflow for short term and long term leases).

16.7 The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

16.8 The incremental borrowing rate applied to lease liabilities is in the range of 7.83% per annum to 9.75% per annum based on the lease term.

17.3 Product warranties: The Company gives warranties on its products, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period and beyond the warranty period at the discretion of the Company. Provisions made as at 31st March, 2025 and 31st March, 2024 represents the amount of the expected cost of meeting such obligations of rectification/replacement. The final determination of the amount will depend upon the receipt of claim and its settlement thereof. The classification of the provision reflects the expected timing of cash outflow.

17.5 Provision for contingencies are on account of certain legal matters where the Company anticipates probable outflow. The amount of provision is based on estimates made by the Company considering the facts and circumstances of each case. The timing and amount of cash flow that will arise from these matters will be determined by the relevant authorities only on settlement of these cases.

# The tax rate used for the reconciliations above is the corporate tax rate plus surcharge (as applicable) on corporate tax, education cess and secondary and higher education cess on corporate tax, payable by corporate entities in India on taxable profits under Income-Tax Act, 1961.

I n pursuance of Section 115BAA of the Income-Tax Act, 1961 announced by the Government of India through Taxation Laws (Amendment) Ordinance, 2019, the Company has opted for irrevocable option of shifting to lower tax rate w.e.f FY 2019-20.

30.4 The Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during any of the above years in the tax assessments under the Income-Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-Tax Act, 1961).

32 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars

As at

31st March, 2025

As at

31st March, 2024

(i)

Contingent Liabilities (refer note a)

a)

Income tax matters (refer note b)

2,061.29

1,796.07

b)

Indirect tax matters

10.99

9.20

(ii)

Capital commitments

Estimated amount of contracts in capital account remaining to be executed [net of advances ' 11.70 Million (31st March, 2024'64.6 Million)]

166.12

381.88

(a) Claims against the Company not acknowledged as debts

(b) The Company has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of certain expenses claimed by the Company as deductions and such similar matters. Most of these disputes and/or disallowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years. The Company has a right of appeal to the Commissioner of Income Tax (Appeals), or CIT(A), the Dispute Resolution Panel, or DRP and to the Income Tax Appellate Tribunal, or ITAT, against adverse decisions by the assessing officer, DRP or CIT(A), as applicable. The income tax authorities have similar rights of appeal to the ITAT against adverse decisions by the CIT(A) or DRP The Company has a further right of appeal to the High Court of Bombay or Supreme Court against adverse decisions by the appellate authorities for matters involving substantial question of law. The income tax authorities have similar rights of appeal. The amounts involved are based on the demand notices received by the Company.

32.1 The Company does not expect any outflow of economic resources in respect of the above and therefore no provision was made in respect thereof.

33 SEGMENT INFORMATION

33.1 The Company is primarily engaged in the business of manufacturing automotive equipments, parts and components. In view of the same, the entire business has been considered as a single segment in terms of Ind AS 108 on Operating Segments. The Company has identified one operating segment which is consistent with the internal reporting provided to the Board of Directors, who has been identified as the chief operating decision maker ("CODM"). The CODM is responsible for allocating resources and assessing performance of the operating segment of the Company.

33.2 Geographical information

The Company operates in two geographical environment i.e. in India and outside India.

The Company’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below:

33.3 Information about major customers

I ncluded in revenue arising from sales of goods of ' 7,671.20 Million (year ended 31st March, 2024: ' 5,944.82 Million) which arose from sales to its major customers which accounts for 43.02% (year ended 31st March, 2024: 33.53%) of the total revenue from operations.

34 EMPLOYEE BENEFIT PLANS 34.1 Defined contribution plans:

The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to provident fund represents the value of contributions payable during the period by the Company at rates specified by the rules of provident fund. The only amounts included in the balance sheet are those relating to the prior months contributions that were not paid until after the end of the reporting period.

(a) Provident fund and Employee State Insurance Scheme

I n accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India (GOI). The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company.

Contribution to defined contribution plans, recognised in the statement of profit and loss under employee benefits expense, are as under:

34.2 Defined benefit plans:

(a) Gratuity

The Company has an obligation towards gratuity, a unfunded defined benefit retirement plan covering all employees. The plan provides for lump sum payment to vested employees at retirement or at death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company does not make contributions to any funds.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out for the period ended 31st March, 2025 by an independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

(1) Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates : If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

(2) Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the Company there can be strain on the cashflows.

(3) Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount ratereflectsthetimevalue of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

(4) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognised immediately in the year when any such amendment is effective.

(I) Sensitivity analysis

A description of methods used for sensitivity analysis and its Limitations:

Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any. There was no change in the methods and assumptions used in the preparation of the Sensitivity Analysis from previous year.

36.3 Financial risk management objectives

The Company’s principal financial liabilities comprise borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance and support the Company’s operations. The Company’s principal financial assets comprise cash and bank balance, trade and other receivables that derive directly from its operations.

The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company’s senior management team oversees the management of these risks. The Board of Directors review and agree policies for managing each of these risks, which are summarised below:

(i) Market risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective

market risks. This is based on the financial assets and financial liabilities held at 31st March, 2025 and 31st March, 2024.

a. Interest rate risk:

I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates. The Company’s borrowings also includes a foreign currency loan from its related party which bear a floating interest rate.

The Company’s borrowings comprise of loans from related parties which bear a floating rate of interest.

b. Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities denominated in foreign currency and thus the risk of changes in foreign exchange rates relates primarily to trade payables and receivables. The year end unhedged foreign currency exposures are given below:

Foreign currency sensitivity

The following table demonstrate the sensitivity to a reasonable possible change in exchange rate, with all other variables held constant. The impact on the Company’s profit before tax due to changes in the fair value of monetary assets and liabilities is as follows:


c. Commodity price risk

The Company’s operating activities require the ongoing purchase of various commodities for manufacture of automotive parts. However, the movement in commodity prices are substantially adjusted through price differences as per customer contracts and hence commodity price risk for the Company is also considered to be low.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

a. Trade receivables

The Company has adopted a policy of only dealing with counterparties that have sufficient credit rating. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company has applied a simplified approach under Expected Credit Loss (ECL) model for measurement and recognition of impairment losses on trade receivables.

b. Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s i n accordance wi th the Company’s poli cy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to make payments.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis. The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs.

The above table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the table have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

36.4 Disclosure relating to Derivatives and Forward Contracts

The Company enters into Derivative contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than the Indian rupee. The counter party to the Company’s foreign currency contracts is generally a bank. These contracts are entered into to hedge the foreign currency risks of firm commitments and highly probable forecast transactions. These contracts include contracts entered under Past Performance facility as well as under contracted exposures. Mark to market gain/(loss) of ' 25.28 Million and ' (13.08) milions is recognised in the statement of Profit and Loss for year then ended 31st March, 2025 and 31st March, 2024 respectively.

The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents and other bank balances are considered to be the same as their fair values, due to their short term nature.

37.2 Fair value of financial assets and financial liabilities that are measured at amortised cost:

The management believes the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.

38 DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

No loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given by the Company.

40 ADDITIONAL REGULATORY INFORMATION AS REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

a. The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b. The Company has not traded or invested in Crypto currency or Virtual Currency during each reporting period.

c. There were no Scheme of Arrangements entered by the Company during each reporting period, which required approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

d. The Company does not have any transactions with struck off Companies.

e. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

f. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

g. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

h. The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

i. There are no loans or advances given to promoters, directors, KMPs and related parties.

j. There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

k. The Company does not have any unpaid dividend and hence has not transferred any such account to the Investor Education Protection Fund during the year.

41 As per the MCA notification dated 5th August, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis.

The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily accessible in India at all times and currently a backup is maintained on a server located outside India. Additionally, the audit trail has not been preserved as per the statutory requirements for record retention. The Company is in the process of complying with the requirement of maintaining servers physically located in India for back-up of books of account and other relevant books and papers, on a daily basis, pursuant to the amendment and for preservation of audit trail.

42 INITIAL PUBLIC OFFERING (IPO) -

The Company had completed its initial public offering (IPO) comprising an offer for sale of 1,77,55,681 Equity Shares bearing face value of ' 10 each for cash at a price of ' 704 per Equity Share aggregating ' 12,500.00 Million (the "Offer") by Carraro International S.E. (the "Promoter Selling Shareholder") which constituted 31.23% of the post-offer paid-up equity share capital of the Company. The entire issued and fully paid-up equity share capital of the Company comprising 56,851,538 Equity Shares bearing face value of ' 10 each was listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) effective from 30th December, 2024.

43 The Company has a comprehensive system of maintenance of information and document as required by the transfer pricing legislation under section 92-92F of the Income-Tax Act, 1961. Since the law requires the existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultant for conducting a Transfer Pricing Study to determine whether the transaction with Associated enterprises

are undertake, during the financial year, are on "arm’s length basis". Adjustment, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international transaction are at arm’s length so that aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

44 DIVIDEND

The Board of Directors have proposed a dividend of ' 4.55 per share on equity share of ' 10 each i.e. 45.50% subject to the approval of members of the Company at the forthcoming Annual general Meeting. When approved by the members of the Company, this will involve payout of ' 258.56 Million.

45 SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

The Company has no significant events after the balance sheet date.

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