* The Equity share Capital suspense account as at 31st March 2024 constitutes the nominal value of the equity shares to be issued and allotted in accordance with the Composite Scheme of Arrangement approved by the NCLT pursuant to the demerger of Semac Consultants Limited (former Revathi Equipment Limited). However, it may be noted that the Board of Directors of the Company at its meeting held on 07th May 2024 cancelled the existing 1000 shares of the company and has allotted 3066943 equity shares to the eligible shareholders of Semac Consultants Limited. Consequently, the present value in the Equity share Capital suspense account is Nil and the present paid up capital of the Company as on date is Rs. 3.07 Crores divided into 3066943 equity shares of Rs 10 each.
The Equity share Capital suspense account as at 31st March 2024 constitutes the nominal value of the equity shares to be issued and allotted in accordance with the Composite Scheme of Arrangement approved by the NCLT pursuant to the demerger of Semac Consultants Limited (former Revathi Equipment Limited). However, it may be noted that the Board of Directors of the Company at its meeting held on 07th May 2024 cancelled the existing 1000 shares of the company and has allotted 3066943 equity shares to the eligible shareholders of Semac Consultants Limited.
The Equity share Capital suspense account as at 31st March 2024 constitutes the nominal value of the equity shares to be issued and allotted in accordance with the Composite Scheme of Arrangement approved by the NCLT pursuant to the demerger of Semac Consultants Limited (former Revathi Equipment Limited). However, it may be noted that the Board of Directors of the Company at its meeting held on 07th May 2024 cancelled the existing 1000 shares of the company and has allotted 3066943 equity shares to the eligible shareholders of Semac Consultants Limited. Consequently, the present value in the Equity share Capital suspense account is Nil and the present paid up capital of the Company as on date is Rs. 3.07 Crores divided into 3066943 equity shares of Rs 10 each.
Terms and rights attached to equity shares
(iv) Rights, preferences and restrictions attached to equity shares
The Company has only one type of equity share having par value of Rs. 10/- each per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share except, in respect of any shares on which any calls or other sums payable have not been paid.
The Company pays and declares dividends in Indian Rupees. Whenever dividend is proposed by the Board of Directors, the same is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.
The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations.
In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(v) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date : 3066943 equity shares of Rs.10 each pursuant to the scheme of arrangement
(i) Information about warranty claims.
The Company provides warranties on certain products and services, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period. Provisions made represent the amount of expected cost of meeting such obligations of rectifications / replacements based on best estimate considering the historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
**The Taxation Law (Amendment) ordinance 2019, has introduced a new taxation regime for domestic companies and inserted section 115BAA in the Income Tax Act 1961, providing benefit of reduced corporate tax rate of 22% plus surcharge and cess, subject to certain applicable conditions. The newly inserted provision was effective from 2019 onwards and can be opted for on or before the due date of filing of return of income tax by the company. The management basis its estimate of future tax obligation has opted for the reduced corporate tax rate with effect from FY 2023-24. The company has calculated Income Tax expense at 25.17% (including surcharge and education cess) for the FY 2024-25 (In FY 2023-24 it was 25.63%)
37. Segment Information
(i) General Disclosure
The Company has only one identified reportable segment under IND AS 108 'Operating Segments i.e. Manufacturing of Equipments.
The above reportable segments have been identified based on the significant components of the enterprise for which discrete financial information is available and are reviewed by the Chief operating decision maker (CODM) to assess the performance and allocate resources to the operating segments.
38. Employee benefit obligations
The Company has in accordance with Ind AS 19 "Employee Benefits" calculated the various benefits provided to employees as under
Defined Contribution Plan :
i) Provident Fund
ii) Employee State Insurance Plan
The Provident Fund and the Employee state insurance defined contribution plan are operated by the Regional Provident Fund Commissioner and Regional Director of ESIC respectively.
Defined benefit plans Gratuity
Employees are entitled to gratuity computed as fifteen days salary for every completed year of service or part thereof in excess of six months and is payable on retirement/ termination. The benefit vests after five years of continuous service. The company has taken a group Gratuity Policy in LIC of India and makes contribution to LIC of India to fund its plan.
Leave Encashment
Leave Encashment is payable to eligible employees who have earned leaves during the employment and/or on seperation as per the Company's policy. Liability has been accounted for on the basis of acturial valuation certificate for the balance of earned leaves at the credit of employees at the end of the year.
43. The Board of Directors ("Board") of the Revathi Equipment Limited(REL), Renaissance Advanced Consultancy Limited(RACL), Renaissance Stocks Limited(RSL), Renaissance Corporate Services Limited(RCSL), Renaissance Corporate Consultants Limited(RCCL) & Semac Consultants Private Limited(SCPL) at their respective board meetings considered and taking on record the Composite Scheme of Arrangement (the "Scheme") approved by the Hon'ble National Company Law Tribunal,Chennai Bench (NCLT) on Sept 14, 2023 and the company has received certified copy of the final order dated Sept 2l, 2023 under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules thereunder.The appointed date is April 1, 2022 as per scheme.
In accordance with the Scheme, all assets, liabilities along with reserves of drilling business of REL were transferred to the Company w.e.f. the appointed date, upon filing of NCLT order (Form INC-28) with Registrar of Companies on 10th July, 2023.
In accordance with the terms of the Scheme, the shareholders of Semac Consultants Limited (formerly REL will receive 1 equity share of the Company (face value of 10 each) for every 1 equity share (face value of 10 each), held by them as on record date. Allotment of 3066943 equity shares to the shareholder will be made.
Simultaneously, existing share capital of Rs.10000/- (1000 equity shares ; face value of Rs.10/- each) will be cancelled. The Board of Directors of the Company at its meeting held on 07th May 2024 cancelled the existing 1000 shares of the company and has allotted 3066943 equity shares to the eligible shareholders of Semac Consultants Limited.
Also Refer Note.10.1
The merger of drilling equipment business has been recorded in the financial statements using the pooling of interest method as specified by Appendix C to Ind AS 103 'Business Combination', common control Business combination regarding transfer of certain assets, liabilities and businesses, between entities within the group.. The accounting treatment followed by the Company is in accordance with the accounting treatment specified in the approved Scheme. For the purpose of the financial statements, the merger has been recorded from the appointed date of April 1,2022. The accounting treatment followed by the company is as follows:
(i) All the assets and liabilities including the reserves pertaining to the drilling business of REL, transferred to and vested in it pursuant to this Scheme at their respective book values as on the appointed date as appearing in the books of REL.
(ii) The balance of the retained earnings appearing in the financial statements of REL is aggregated with the corresponding balance appearing in the financial statements of the company.
(iii) The company shall credit its equity share capital account with the aggregate face value of the equity shares issued to the shareholders of REL pursuant to the Scheme.
(iv) Upon the Scheme becoming effective, the company shall debit its share capital account in its books of account with the aggregate face value of the shares cancelled. Subsequently, corresponding amount shall be credited to capital reserve account of the company.
(v) The difference between the book value of net assets including reserves of the drilling equipment business transferred from REL shall be recorded as capital reserve in the books of company as prescribed under Appendix C of IndAS 103 - Business Combination
(vi) The financial information in the financial statement in respect of previous year has been restated as if the business combination had occurred from the beginning of the previous year irrespective of the actual date of the combination as per IndAS 103
44 The Company has incorporated a wholly owned/ controlled Limited Liability Partnership by the name Revathi Drilling Solutions LLP (LLP Identification Number: AcK-4986) in India. The LLP is incorporated in India and registered with Registrar of Companies, Coimbatore, Tamil Nadu on 25th November 2024 and the LLP does not have significant transactions till the date of this report.
44.1 The Company has incorporated a wholly owned/ controlled Limited Liability Partnership by the name Global Essential Mining Supplies LLP (LLP Identification Number: ACN-3902) in India. The LLP is incorporated in India and registered with Registrar of Companies, Coimbatore, Tamil Nadu on 5th April 2025 and the LLP has not yet commenced its business operations till the date of this report.
44.2 The company has received the listing approval from Stock exchanges on 9th September, 2024 and the shares of the Company was admitted for trading in stock exchanges i.e., BSE Limited and National Stock Exchange of India Ltd with effect from 11th September, 2024.
44.3 Information related to Consolidated Financial
The Company is listed on Stock Exchanges in India. The Company has prepared Consolidated Financial Statements as required under IND As 110, Section 129 of Companies Act, 2013 and listing requirements. The Consolidated Financial Statements is available on Company's website for public use.
45. Financial Risk Management Financial Risk Factors
The Company's operational activities expose to various financial risks i.e. market risk, credit risk and risk of liquidity. The Company realizes that risks are inherent and integral aspect of any business. The primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company's senior management oversees the management of these risks and devise approrpiate risk management framework for the Company. The senior management provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
A. Market Risk :
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions. The Company is exposed to following key market risks:
i Interest Rate Risk :
Interest 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 borrowing obligations.
ii 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 Foreingn trade receivables and payables. The Company has laid down a foreign exchange risk policy as per which senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts, etc.
B. Credit risk:
Credit risk is the risk that a counter party 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 and from its financing activities, including deposits and other financial instruments.
To manage this, Company periodically assesses the financial reliability of customers, taking into account factors such as credit track record in the market and past dealings with the Company for extension of credit to customer Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each quarter end on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets as disclosed below. The Company evaluates the concentration of risk with respect to trade receivables as low, the trade receivables are located in several jurisdictions and operate in largely independent markets.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned to the Company. The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2025 and March 31,2024 is the carrying amounts.
C. Liquidity risk:
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's cash flow is a mix of cash flow from collections from customers on account of sale of drill equipments & engineering services. The other main component in liquidity is timing to call loans/ funds and optimization of repayments of loans installment, interest payments.
46. Financial Instrument - Disclosure
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
The fair value of financial assets and liabilities are 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 carrying amounts are considered to be the same as their fair values due to short term nature.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
47. Capital Management
For the purpose of the Company's capital management, equity includes issued equity capital, and all other equity reserves attributable to the equity shareholders and net debt includes interest bearing loans and borrowings less current investments and cash and cash equivalents. The primary objective of the Company's capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
48. The audited GST return for the year ended March 31,2025 is pending for the filing as due date for filing December 31,2025. The Company is in process of reconciling the data of GSTR 2A with GSTR 3B. In view of the management on final reconciliation the impact will not be material.
49. Additional Regulatory and statutory Information
(i) All the Title deeds of Immovable Properties are held in name of the Company.
(ii) The company has not revalued any Property, Plant and Equipement including Right of Use Asset during the year
(iii) The company has not revalued any Intangible asset during the year.
(iv) The company has not granted any loans or advnaces to promoters, directors, KMPs (as defined under Companies Act, 2013), either severally or jointly with any other person. However, the company has granted a loan to Semac Construction Limited (formerly known as Semac Consultants Limited), a related party as defined under Companies Act, 2013) during the year which is partially repaid during the year.
(v) The company does not have any intangible asset under development during the year end.
(vi) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.
(vii) Borrowings secured against current assets - The company has filed the quarterly returns or statements of current assets with banks and in agreement with the books of accounts.
(viii) The lender of the company has not declared company as wilful defaulter and also company has not defaulted in loan repayment of loan to the lender
(ix) The Company does not have any transactions with any companies struck off.
(x) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(xi) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(xii) The company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software at application level w.e.f 1stApril 2023and for database level (edit log) was enabled w.e.f. 1st April 2024 and the retention of the audit trail is available for application level w.e.f. 01st April 2023, and for the data base level it is available w.e.f 1st April 2024.
(xiv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding whether
(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
(xv) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
(xvi) There is no transaction which are not recorded in the books of account that has been surrender or disclosed as income during the year in the tax assessments under the income.
(xvii) In the current year Company publish figures in INR crores and corresponding previous year figures has been restated from lakhs to crores.
49.1Recent Accounting Pronouncements
(i) Ind AS 117 - Insurance Contracts
The Ministry of Corporate Affairs (MCA), The MCA notified Ind AS 117 on 9 September 2024 to be applicable from 1 April 2024. However, the same was withdrawn vide notification dated 28 September 2024 wherein the applicability of Ind AS 117 was made subject to notification of IRDAI. IRDAI has not notified Ind AS 117. Therefore, as of now, Ind AS 117 has been issued but from when it will be applicable is uncertain. The company is evaluating the impact of the standard on its consolidated balance sheet, consolidated statement of profit and loss and consolidated statement of cash flows.
(ii) Ind AS 21 - The Effects of Changes in Foreign Exchange Rates
Ministry of Corporate Affairs vide its notification no. G.S.R. 291(E) dated 7th May 2025 has issued an amendment to Ind AS 21 providing guidance on determining exchange rate in case of lack of exchangeability. The amendment is effective from 1 April 2025. In accordance with the amendment to Ind AS 21 - Lack of Exchangeability, the Company is required to estimate the exchange rate using the most reliable inputs available in case there is lack of exchangeability. The currencies in which the company has transacted during the current year or previous year were exchangeable into another currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism. Accordingly, the amendment to Ind AS 21 has no material impact on the financial position, financial performance and cash flows of the company.
50 Approval of Standalone Financial Statements
The standalone financial statements for the year ended 31st March 2025 were approved by the Board of Directors and authorises to issue on 23rd May 2025.
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