q. Provisions, contingent liabilities and contingent assets
Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises when there is a presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes or onerous contracts. Provisions are not recognized for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Provisions are discounted to their present values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognized.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made
• Contingent assets are not recognized. However, when inflow of economic benefits is probable, related asset is disclosed.
r. Employee benefits
Expenses and liabilities in respect of employee benefits are provided in accordance with Indian Accounting standard 19- Employee Benefits.
Defined contribution plans Provident Fund
The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952. The plan is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.
Defined benefit plans (gratuity)
The Company operates one defined benefit plan for its employees, viz. gratuity. The cost of providing benefits under this plan is determined on the basis of actuarial valuation at each year-end using the projected unit credit method. Actuarial gain and loss for the defined benefit plan is recognized in full in the period in which they occur in other comprehensive income.
Short-term employee benefits
Expense in respect of other short-term benefits is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.
Accumulated leave, which is expected to be utilized within a period of next 12 months, is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of unused entitlement that has accumulated at the reporting date.
s. Share Based payments
The Company operates equity-settled employee share-based compensation plans, under which the Company receives services from employees as consideration for stock options towards shares of the Company.
In case of equity-settled awards, the fair value of stock options (at grant date) is recognised as an expense in the Statement of Profit and Loss within employee benefits as employee share-based payment expenses over the vesting period, with a corresponding increase in share-based payment reserve (a component of equity).
The total amount so expensed is determined by reference to the grant date fair value of the stock options granted, which includes the impact of any market performance conditions and non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. However, the non-market performance vesting and service conditions are considered in the assumption as to the number of options that are expected to vest.
The expense so determined is recognised over the requisite vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. As at each reporting date, the Company revises its estimates of the number of options that are expected to vest, if required.
It recognises the impact of any revision to original estimates in the period of change. Accordingly, no expense is recognised for awards that do not ultimately vest, except for which vesting is conditional upon a market performance / non-vesting condition. These are treated as vested irrespective of whether or not the market / non-vesting condition is satisfied, provided that service conditions and all other non-market performance are satisfied.
Where the terms of an award are modified, in addition to the expense pertaining to the original award, an incremental expense is recognised for any modification that results in additional fair value, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled (including due to non-vesting conditions not being met), it is treated as if it is vested thereon, and any un-recognised expense for the award is recognised immediately.
t. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
u. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting done to the chief operating decision maker. The Company operates in a single operating segment and geographical segment.
v. Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
w. Recent pronouncements
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 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
x. I mpact of the initial application of new and amended IND ASs that are effective for current year
I n the current year, the Company has applied the below amendments to Ind ASs that are effective for an annual period that begins on or after April 1, 2023:
i. The Company has adopted the amendments to Ind AS 1 - "Presentation of Financial Statements" for the first time in the current year. The amendments change the requirements in Ind AS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term 'significant accounting policies' with 'material accounting policies'. Accounting policy is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. There is no impact on the standalone financial statements.
ii. The Company has adopted the amendments to Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors" for the first time in the current year. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The definition of a change in accounting estimates was deleted. There is no impact on the standalone financial statements.
iii. The Company has adopted the amendments to Ind AS 103 - "Business Combinations" in Appendix C, in paragraph 13, which requires the date on which the transferee obtains control of the transferor to be disclosed. The Company has disclosed this information in Note 50.
2.3 Significant accounting judgments, estimates and assumptions
When preparing the financial statements management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.
The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results.
Information about significant judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below:
Significant judgements:
Evaluation of indicators for impairment of non-financial assets
The evaluation of applicability of indicators of impairment of non-financial assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
Sources of estimation uncertainty:
Provisions
At each balance sheet date, basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding guarantees. However, the actual future outcome may be different from management's estimates.
Fair valuation of financial instruments
Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions
consistent with how market participants would price the instrument.
Recoverability of other financial assets
At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding other financial assets.
Allowance for doubtful trade receivables
The allowance for doubtful trade receivables reflects management's estimate of losses inherent in its credit portfolio. This allowance is based on Company's estimate of the losses to be incurred, which derives from past experience with similar receivables, current and historical past due amounts, write-offs and collections, the careful monitoring of portfolio credit quality and current and projected economic and market conditions.
Allowance for obsolete and slow-moving inventory
The allowance for obsolete and slow-moving inventory reflects management's estimate of the expected loss in value, and has been determined on the basis of
past experience and historical and expected future trends in the used RAC market. A worsening of the economic and financial situation could cause a further deterioration in conditions in the used RAC market compared to that taken into consideration in calculating the allowances recognised in the financial statements.
Useful lives of depreciable/amortisable assets
Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of certain software, IT equipment and other plant and equipment.
Defined benefit obligations (DBO)
Management's estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
g) Equity shares movement during the five years preceding March 31, 2024
Shares issued without payment being received in cash
On April 20, 2019, the Company had allotted 4,81,72,261 equity shares fully paid up to the erstwhile partners of the firm upon conversion of Partnership Firm (E-Vision) into Private Limited Company (EPACK Durables Solutions Private Limited).
Pursuant to the special resolution dated August 23, 2021, the company had acquired 3,16,48,364 shares of the EPACK Components Private Limited. The consideration was settled by issuing 39,16,751 equity shares as fully paid up to the existing shareholders of the company on September 20, 2021 and balance through cash amounting to ' 0.11 lakhs.
Terms and rights of Compulsorily Convertible Preference Shares (CCPS) issued to India Advantage Fund S4 I and Dynamic India Fund S4 US I:
I. CCPS would be compulsorily converted into 1,57,85,057 number of equity shares as agreed between the company and CCPS holders at the option of the CCPS holders at any time after the date of allotment of CCPS but not later than 20 years from the date of allotment.
The holders of CCPS -
a) carry a preferential right vis-a-vis the holders of equity shares of the Company with respect to payment of dividend and repayment in case of a winding up or repayment of capital;
b) carry, inter alias following right in the event of liquidation:
The total proceeds from such liquidation event (whether in cash, or consideration other than cash to the extent such consideration other than cash has been approved by investor's consent) ("Distributable Proceeds"), shall be distributed in following manner:
II. In priority to all other shareholders, investors shall, on a pari passu basis, be entitled to an amount equal to the higher of following
(i) consideration paid by the investors towards the purchase of their respective investor shares plus any accrued or declared but unpaid dividends on such investor shares; and
(ii) an amount which is proportionate to the investors respective shareholding percentage in Company ("Liquidation Amount");
III. If distributable Proceeds are less than Liquidation Amount, the promoters and other shareholders (other than the investors) shall not be entitled to receive any Distributable Proceeds. If the Distributable Proceeds are higher than the Liquidation Amount, then the balance amount after distributing the Liquidation Amount to the investors, shall be distributed among the shareholders (other than the Investors) of the Company in ratio of their inter-se shareholding.
IV. During the year ended March 31, 2022, the Company issued 17,317,647 Non Cumulative Compulsorily Convertible preference shares (CCPS) of ' 10 each to India Advantage Fund S4 I and 1,505,882 Non Cumulative CCPS of ' 10 each to Dynamic India Fund S4 US1. Each CCPS may be converted into Equity Share, at any time at the option of the holders of the CCPS. Provided, however, that each CCPS shall, subject to applicable Law, automatically be converted into Equity Shares upon the earlier of (i) 1 (One) day prior to the expiry of its Tenure; or (ii) in connection with an IPO, prior to the filing of a prospectus (or equivalent document, by whatever name called) by the Company with the competent authority or such later date as may be permitted under applicable Law.
The preference shares are compulsorily convertible into equity shares based on various conversion and exit options as per the terms of the shareholders' agreement. As per the shareholders' agreement, the Company shall make its best efforts to provide an exit to investors through an IPO (Initial Public Offer) on or before June 30, 2025 ("Cut-Off Date"). As per the arrangement with Investors, the Company has additional 15 months available from the cut-off date to undertake an IPO along with third party sale rights. If within the Exit Period, as defined in the terms of the agreement, the Company is unable to provide exit to Investors, then Investors shall be entitled to issue a written notice to the Company and its Promoters to provide an exit at fair market value of securities.
During the year ended March 31,2023 above terms were amended pursuant to waiver cum amendment agreement approved in the shareholders' meeting dated March 30, 2023 and subsequent board meeting dated June 12, 2023 and shareholders' meeting dated June 13, 2023, wherein the aforesaid CCPS holders have waived off buy back rights associated with 1,88,23,529 CCPS held by them and agreed / fixed the conversion ratio of CCPS in to equity shares w.e.f April 1, 2022.
Terms and rights of Compulsorily Convertible
Preference Shares (CCPS) issued to Augusta
Investments Zero Pte. Ltd.
I. CCPS would be compulsorily converted into 1,05,33,318 number of equity shares as agreed between the company and CCPS holders at the option of the CCPS holders at any time after the date of allotment of CCPS but not later than 20 years from the date of allotment.
The holders of CCPS -
a) carry a preferential right vis-a-vis the holders of equity shares of the Company with respect to payment of dividend and repayment in case of a winding up or repayment of capital;
b) carry, inter alias following right in the event of liquidation:
The total proceeds from such liquidation event (whether in cash, or consideration other than cash to the extent such consideration other than cash has been approved by investor's consent) ("Distributable Proceeds"), shall be distributed in following manner:
II. In priority to all other shareholders, investors shall, on a pari passu basis, be entitled to an amount equal to the higher of following
(i) consideration paid by the investors
towards the purchase of their respective investor shares plus any accrued or declared but unpaid dividends on such investor shares; and
(ii) an amount which is proportionate
to the investors respective shareholding percentage in Company
("Liquidation Amount");
III. If distributable Proceeds are less than Liquidation Amount, the promoters and other shareholders (other than the investors) shall not be entitled to receive any Distributable Proceeds. If the Distributable Proceeds are higher than the Liquidation Amount, then the balance amount after distributing the Liquidation Amount to the investors, shall be distributed among the shareholders (other than the Investors) of the Company in ratio of their inter-se shareholding.
IV. During the previous year ended March 31, 2023, the Company issued 1,10,34,484 Non Cumulative Compulsorily Convertible preference shares (CCPS) of ' 10 each to Augusta Investments Zero Pte. Ltd. Each CCPS may be converted into Equity Share, at any time at the option of the holders of the CCPS. Provided, however, that each CCPS shall, subject to applicable Law, automatically be converted into Equity Shares upon the earlier of
(i) 1 (One) day prior to the expiry of its Tenure; or
(ii) in connection with an IPO, prior to the filing of a prospectus (or equivalent document, by whatever name called) by the Company with the competent authority or such later date as may be permitted under applicable Law.
The preference shares are compulsorily convertible into equity shares based on various conversion and exit options as per the terms of the shareholders' agreement. As per the shareholders' agreement, the Company shall make its best efforts to provide an exit to investors through an IPO (Initial Public Offer) on or before June 30, 2025 ("Cut-Off Date"). As per the arrangement with Investors, the Company has additional 15 months available from the cut-off date to undertake an IPO along with third party sale rights. If within the Exit Period, as defined in the terms of the agreement, the Company is unable to provide exit to Investors, then Investors shall be entitled to issue a written notice to the Company and its Promoters to provide an exit at fair market value of securities.
During the year ended March 31, 2024 above terms were amended pursuant to waiver cum amendment agreement approved in the shareholders' meeting dated March 30, 2023 and subsequent board meeting dated June 12, 2023 and shareholders' meeting dated June 13, 2023, wherein the aforesaid CCPS holders have waived off buy back rights associated with 1,10,34,484 CCPS held by them w.e.f agreement date and agreed / fixed the conversion ratio of CCPS in to equity shares w.e.f April 1,2023.
Nature and purpose of reserves:
(i) Securities premium
Securities premium account has been created consequent to issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Retained earnings
Retained earnings are created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.
(iii) Employees's stock option outstanding account
The account is used to recognise the grant date value of options issued to employees under Employee Stock Option Plan and adjusted as and when such options are exercised or otherwise expire.
(iv) Reserve generated from common control amalgamation
This reserve has been generated consequent to merger of wholly owned subsidiary with holding company.
*Notes:
i. During the year ended March 31, 2023, the Company had allotted 1,10,34,484 Non Cumulative Compulsorily Convertible Preference Shares amounting to ' 16,000.00 lakhs to Augusta Investments Zero Pte. Ltd. which has been accounted as “Financial liability” measured at fair value through profit and loss. Such CCPS are fair valued through profit and loss and the fair valuation loss amounting to ' 154.95 lakhs has been accounted in the “Exceptional items” (refer note 31).
During the year ended March 31,2024, terms of these CCPS were amended pursuant to waiver cum amendment agreement approved in the shareholders' meeting dated March 30, 2023 and subsequent board meeting dated June 12, 2023 and shareholders' meeting dated June 13, 2023, wherein the aforesaid CCPS holders have waived off buy back rights associated with 1,10,88,434 CCPS held by them w.e.f agreement date and agreed / fixed the conversion ratio of CCPS in to equity shares w.e.f April 1,2023.
Consequently, ' 1,103.45 lakhs have been reclassified as “Instruments entirely equity in nature” (refer note 14) and ' 15,051.50 lakhs have been reclassified as “Other equity - Securities Premium” (refer note 15). There is no resultant gain or loss on derecognition of financial liability.
ii. During the year ended March 31, 2022, the Company had allotted 1,88,23,529 Non Cumulative Compulsorily Convertible Preference Shares amounting to ' 16,000.00 lakhs to India Advantage Fund S4 I and Dynamic India Fund S4 US I. During the year, terms of these CCPS were amended pursuant to waiver cum amendment agreement approved in the shareholders' meeting dated March 30, 2023 and subsequent board meeting dated June 12, 2023 and shareholders' meeting dated June 13, 2023, wherein the aforesaid CCPS holders have waived off buy back rights associated with 1,88,23,529 CCPS held by them and agreed / fixed the conversion ratio of CCPS into equity shares w.e.f April 1, 2022.
Consequently, ' 1,882.35 lakhs have been reclassified as “Instruments entirely equity in nature” (refer note 14) and ' 14,117.65 lakhs have been reclassified as “Other equity - Securities Premium” (refer note 15). There is no resultant gain or loss on derecognition of financial liability.
iii. Terms and rights of Compulsorily Convertible Preference Shares (CCPS) issued to Augusta Investments Zero Pte. Ltd.: Refer note 14
34 Employee benefits
Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Employee State Insurance Scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The Company has recognised following amounts as an expense towards contribution to these schemes:
* Based on the past performance and future estimates, the Company is confident of its ability to fulfil it's export obligation.
** On February 23, 2022, the Company has entered into an infrastructure development agreement/lease agreement with M/s Sri City Private Limited ("Lessor") and Sricity Manufacturing Cluster Private Limiter (Special Purpose vehicle (SPV)) for lease of land in Sri City premises for 99 years for the consideration of '1,242.00 lakhs (referred as "infrastructure development charges"). Lessor has obtained approvals from Ministry of Electronics and Information technology, Government of India ("MeitY") for establishing and setting up of Greenfield Electronics Manufacturing cluster ("Project") with the Sri City premises.
In connection with above project, on March 15, 2022, the Company has entered into a share purchase agreement with the Lessor and M/s Sricity Electronics Manufacturing Cluster Private Limited ("SPV") pursuant to which Lessor has given the reduction in infrastructure development charges payable by the Company. Accordingly, the Company has paid '1,068.23 lakhs towards Infrastructure Development Charges (classified as Right of Use Asset - refer Note 3(v)) and '173.77 lakhs towards purchase of 17,37,302 equity shares of ' 10 each (classified as Non-Current Investments - refer Note 4(ii)). Pursuant to this agreement, after obtaining permission from MeitY, SPV/Lessor has an option to buy back the equity shares from the Company at the then prevailing rate. In event of such buy back, the Company will realise the investments at such prevailing rate and simultaneously, shall pay the differential infrastructure charge of '173.77 lakhs to SPV. Since the timing of this obligation is not ascertainable as on balance sheet date and not under the control of the Company this has been disclosed under Other Commitments.
** In connection with the Sri city project, on March 15, 2022, the company has entered into a share purchase agreement with the Lessor and M/s Sricity Electronics Manufacturing Cluster Private Limited ("SPV") pursuant to which Lessor has given the reduction in infrastructure development charges payable by the company. Accordingly, the company has paid ' 130.89 lakhs (as part of overall project cost) towards purchase of 13,08,900 equity shares of ' 10 each (classified as Non-Current Investments -refer Note 4(ii)). Pursuant to this agreement, after obtaining permission from MeitY, SPV/Lessor has an option to buy back the equity shares from the company at the then prevailing rate. In event of such buy back, the company will realise the investments at such prevailing rate and simultaneously, shall pay the differential infrastructure charge of '130.89 lakhs to SPV. Since the timing of this obligation is not ascertainable as on balance sheet date and not under the control of the company this has been disclosed under Other Commitments.
Notes:
35.1 Assessment order has been passed with income tax demand of ' 27.97 lakhs for assessment year 2016-17, on account of certain disallowances made by assessing officer during assessment u/s 143(3) of the Income tax Act, 1961. Further, the said demand was adjusted from the income tax refund for assessment year 2019-20. Appeal has been filed and pending with CIT (A).
35.2 Assessment order has been passed with reduction in income tax refund amount of ' 34.99 lakhs on account of certain disallowances for assessment year 2021-22, during assessment u/s 143(3) of the Income tax Act, 1961. Appeal has been filed and pending with CIT (A).
35.3 Intimation u/s 143(1) of the Income tax Act, 1961 has been received with income tax demand amount of ' 19.94 lakhs for assessment year 2023-24 on account of lesser credit allowed for TDS against actual TDS credit claimed as per rule 37BA of Income tax Act, 1961.
35.4 GST deposited under protest amount to ' 73.89 lakhs (for FY 2019-20'4.84 lakhs, FY 2020-21 ' 2.69 lakhs and FY 2023-24'66.36 Lakhs) in respect to demand raised by respective GST authorities. Appeal has been filed and pending with respective Appellate authority.
38 Capital management
The Company's capital management objectives are
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
Lease payments not recognised as a liability
The Company has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed of in the statement of profit and loss. The Company does not have any liability to make variable lease payments for the right to use the underlying asset recognised in the financials.
The expense relating to payments not included in the measurement of the lease liability for short term leases for year ended March 31,2024 is ' 79.58 lakhs (March 31,2023'43.00 lakhs).
Total cash outflow for leases for the year ended March 31, 2024 was ' 1,705.35 lakhs (March 31, 2023 ' 618.22 lakhs).
B Fair values hierarchy
The fair value of financial instruments as referred to in note (A) above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].
The categories used are as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
B.1 Financial assets and liabilities measured at fair value - recurring fair value measurements: The company does not have any investments which are carried at Fair value through profit and loss. However financial liabilities measured at fair value disclosed as follow:
a. Valuation process and technique used to determine fair value
i) The derivative financial instruments are valued using forward exchange rates as at the balance sheet date.
ii) The fair value of financial liabilities is estimated by discounting future cash flows using current rates applicable to instruments with similar terms, currency and credit risk.
B.2 Fair value of instruments measured at amortised cost
The management assessed that fair values of current loans, other current financial assets, cash and cash equivalents, other bank balances, trade receivables, investments, short term borrowings, trade payables, lease liabilities and other current financial liabilities approximate their respective carrying amounts largely due to
the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Company's fixed interest-bearing receivables and lease liabilities are determined by applying discounted cash flows ('DCF') method on contractual cash flows, using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2024 was assessed to be insignificant.
(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company's creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.
C Financial Risk Management
Risk Management
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
C.1 Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
(i) Low credit risk
(ii) Moderate credit risk
(iii) High credit risk
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.
Trade receivables
Credit risk related to trade receivables are mitigated by taking bank guarantees/letter of credit from customers where credit risk is high and taking insurance cover for receivables. The Company closely monitors the credit-worthiness of the trade receivables through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The provision for expected credit losses on trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs, based on the Company's past history, existing market conditions, current creditability of the party as well as forward looking estimates at the end of each reporting period.
The Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draw to apply consistently to entire population. For such financial assets, the Company's policy is to provides for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.
The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place ensure the amounts are within defined limits.
C.2 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
The Company had obtained fund and non fund based facilities from various banks. The Company also constantly monitors funding positions available in the market with a view to maintain financial flexibility.
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant
C.4 Market risk a) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar, Chinese Yuan (CNY) . Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Company. Considering the volume of foreign currency transactions, the Company has taken forward contracts to manage its exposure. The Company does not use forward contracts and swaps for speculative purposes.
(i) Foreign currency risk exposure in USD:
The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows
42 On November 12, 2021, the Company obtained an approval for seeking incentives/ benefits of the 'Production Linked Incentive (PLI) scheme for White goods (Air Conditioners and LEDs)', notified by the government on April 16, 2021 read with PLI Scheme guidelines issued thereunder and as amended from time to time, hereinafter referred as "PLI scheme". The Company had applied under the PLI scheme for manufacturing of AC (Components) for which the approval was granted under the normal investment category with certain conditions related to investments and sales. On February 21, 2024 the Company has received approval for addition of eligible product under PLI scheme. The Company has included the sales of components other than AC while calculating incremental sales of the current financial year within the limit as defined in the guidelines issued by the department and the Company has furnished the self-certified quarterly review reports (QRRs) required under the PLI scheme.
Based on such filings and other correspondence with concerned authorities, the Company is confident of availing the PLI incentive. Accordingly, the Company has accrued for the PLI as grant in the nature of income in accordance with Ind AS 20 - "Government Grants" and recognised an amount of '3,000.00 lakhs under other operating revenue (refer note 23) with corresponding receivable from government authorities (refer note 7(i)). Further, the Company is in the process of submitting the claim for disbursement.
Subsequent to year end the company has received an amount of ' 1,500.00 lakhs which was accrued during the year ended March 31,2023.
43 Share Based Payments a) Scheme details
The Company has introduced an Employee Stock Option Scheme 2023 ("ESOP SCHEME") to retain, incentivise and motivate the eligible employees and also enable them to participate in the long term growth and success of the Company.
The Employee Stock Option Scheme 2023 has been approved by a resolution dated July 29, 2023 at the General Meeting of the Share-holders of the Company. The maximum number of Employee stock options under "ESOP SCHEME" shall not exceed 15,68,148 employee stock options where one employee stock option would convert into one equity share of face value of ' 10 each.
Under the Employee Stock Option Scheme 2023, 9,83,863 options has been granted to the eligible employees of the company at exercise price ' 152 per option. Option shall be vest over a period of 4 years from the date of grant i.e. 25% every year. Exercise period for vested option is a 4 years from the date of final vesting of Options.
44 Notes on IPO Proceeds
I During the year ended March 31, 2024, the Company has completed its initial public offer (IPO) of 27,828,351 equity shares of face value of ' 10 each at an issue price of ' 230 per share, comprising fresh issue of 17,391,304 shares and offer for sale of 10,437,047 shares by selling shareholders. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on January 30, 2024.
II The Company has incurred ' 3,374.08 lakhs (including provision) (excluding taxes) as share issue expenses and allocated such expenses between the Company ' 2,066.69 lakhs and selling shareholders ' 1,307.39 lakhs. Such amounts were allocated based on terms agreed between the Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of Company's share of expenses of ' 2,066.69 lakhs, ' 2,066.20 lakhs has been adjusted to securities premium (refer note 15).
46 Additional Regulatory Information
(i) There are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made there under.
(ii) The Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority.
(iii) There are no transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended March 31, 2024 and year ended March 31,2023.
(iv) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(v) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(vi) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) No funds have been received by the Company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, 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 the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(viii) Proper books of account as required by law have been kept by the Company including the daily back-up of the books of account and other books and papers of the Company maintained in electronic mode are kept in servers physically located in India.
(ix) The Company is using accounting software for maintaining its books of account wherein, audit trail feature (edit log facility) as per the requirements of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, is not enabled during the year ended March 31, 2024. The Company is in the process of evaluating options for implementing audit trail feature in the accounting software for maintaining its books of account to comply with the prescribed requirements.
(x) Money raised by way of term loans were applied for the purposes for which these were obtained.
(xi) The Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(xii) The Company has not traded or invested in crypto currency or virtual currency during the year. Further the Company does not have any advances in the nature of loans during the year.
47 There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
48 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2024.
49 The Company's primary business segment is reflected based on principal business activities carried on by the company. "Managing Director & CEO" of Company has been identified as the Chief Operating Decision Maker ('CODM') and evaluates the Company's performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography and one external customer for year ended March 31, 2024 amounting to ' 68,152.42 lakhs (year ended March 31, 2023 ' 108,467.40 lakhs from two external customers).
50 Business Combination under Common Control
The Board of Directors of the Company, in its meeting held on April 26, 2022 had approved the composite scheme of amalgamation (the scheme) between the Company and its wholly owned subsidiary company i.e. EPACK Components Private Limited, a captive unit, in accordance with Section 230 to Section 232 and other applicable provisions, if any, of the Companies Act, 2013 on a going concern basis. Upon the scheme becoming effective, the wholly owned subsidiary company shall stand dissolved without being wound-up and without any requirement of any further act or deed.
The Allahabad Bench, Prayagraj of the National Company Law Tribunal (NCLT), vide its order dated May 02, 2024 has approved the scheme. Pursuant to the Order, wholly owned subsidiary company i.e. EPACK Components Private Limited merged with the Company. Accordingly, the Company has accounted for the business combination using the pooling of interest method in accordance with Appendix C of Ind AS 103 - Business Combination (the 'Standard').
The previous years' figures in the standalone financial statement have therefore been restated from April 01, 2022 to include the impact of the merger. The difference between the net identifiable assets acquired and consideration paid in form of knocking of Investment in Equity shares of wholly owned Subsidiary company on merger has been accounted and adjusted from 'Reserve generated from common control amalgamation'.
51 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
52 The Company has been converted from Private Limited Company into a Public Limited Company pursuant to resolution of shareholders passed at the Extra Ordinary General Meeting dated June 13, 2023. A fresh certificate of incorporation with the name "EPACK DURABLE LIMITED" was issued by the Registrar of Companies (ROC) Kanpur on June 28, 2023.The provisions of Companies Act, 2013 as relevant to the public limited company has been effective from the date of approval by ROC i.e. June 28, 2023.
53 Events Occurring after the reporting period
(i) Subsequent to year end , the NCLT vide its order dated May 02, 2024, has approved the scheme of amalgamation between the wholly owned subsidiary i.e. EPACK Components Private Limited and the Company. Also refer note 50 above.
(ii) Approval of financial statements- The financial statements were authorised for issue by the Board of Directors on May 28, 2024.
For and on behalf of Board of Directors EPACK Durable Limited
Ajay DD Singhania Bajrang Bothra
Managing Director & CEO Chairman
DIN:00107555 DIN:00129286
Rajesh Kumar Mittal Esha Gupta
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A23608
Place : Noida Date : May 28, 2024
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