(k) Provisions and contingent liabilities General:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss, net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Warranty provisions
The Company provides warranties for general repairs of defects that existed at the time of sale, as required by law. Provisions related to these assurance-type warranties are recognised when the product is sold to the customer. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually. The timing of outflows will vary as and when warranty claim will arise being typically up to one year.
Contingent liabilities
A contingent liability is a possible obligation that a rises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.
(l) Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for
example, a reduction in future payment or a cash refund.
The Company operates a defined benefit gratuity plan, which requires contributions to be made to a separately administered fund. The contributions are made to the Ajax Engineering Private Limited Employees Gratuity Trust managed by a private sector insurer viz; Kotak Mahindra Life Insurance Ltd..
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have term approximating the term of the related obligation. Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• the date of the plan amendment or curtailment, and
• the date that the Company recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
• service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
• net interest expense or income
Further, the Company also provides other retirement benefits to certain eligible employees for which the costs are provided based on the actuarial valuation using the projected unit credit method at the year- end. Actuarial gain/loss are immediately taken to the statement of profit and loss and are not deferred.
Leave encashment / Compensated absences
Accumulated leave, which is expected to be utilised within the next twelve 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 the unused entitlement that has accumulated at the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year- end. Actuarial gain/loss are immediately taken to the statement of profit and loss and are not deferred. The Company presents the entire leave encashment provision as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for twelve months after the reporting date.
(m) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets:
Initial recognition and measurement
All financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
Subsequent measurement
• Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss including other comprehensive income. This category generally applies to trade and other receivables.
• Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Fair value movements are recognised in Other Comprehensive Income (OCI).
• Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are
immediately recognised in statement of profit and loss.
• Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109.
Interest income
Interest income on bank deposits and bonds is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating EIR, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses. Interest income is included in other income in the statement of profit and loss.
Financial liabilities:
Initial recognition and measurement
The Company's financial liabilities include trade and other payables and borrowings.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
• Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
• Financial liabilities at amortised cost (Loans and borrowings)
Financial liabilities are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance cost in the statement of profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
• Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
(n) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash in hand, cash at banks and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding cash credits as they are considered an integral part of the Company's cash management.
(o) Dividend
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised and the distribution is no longer at the discretion of the Company. A corresponding amount is recognised directly in equity. Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
(p) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders by the weighted average number of equity shares outstanding during the year.
Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue and share split that have changed the number of equity shares outstanding, without a corresponding change in resources.
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.
(q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker is considered to be the Board of Directors which makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.
(r) Share-based payments
Senior executives and employees of the Company receive remuneration in the form of share-based payments, whereby they render services as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a year represents the movement in cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefits expense.
Service conditions and non-market performance condition are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any
other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because service conditions and/or non-market performance condition have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the Company or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
2.3 Standards notified but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt this new and amended standard, when it become effective.
Lack of exchangeability - Amendments to Ind AS 21
The Ministry of Corporate Affairs notified amendments to Ind AS 21 The Effects of Changes in Foreign Exchange Rates to specify
how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 01 April 2025. When applying the amendments, an entity cannot restate comparative information.
The amendments are not expected to have a material impact on the Company's financial statements.
2.4 New and amended standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 01 April 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(a) Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12, 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 01 April 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short- duration contracts
The application of Ind AS 117 does not have material impact on the Company's separate financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
(b) Amendments to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback. The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendment is effective for annual reporting periods beginning on or after 01 April 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116. The amendments do not have a material impact on the Company's financial statements.
3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTION
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to the Company's exposure to risks and uncertainties includes:
• Capital management (note 39)
• Financial risk management objectives and policies (note 38)
• Sensitivity analysis disclosures (notes 34 and 38)
Information about significant areas of estimation and assumptions / uncertainty and judgements in applying accounting policies that may have significant impact are as follows:
(a) Measurement of defined benefit obligations:
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post- employment benefit obligation. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rate and past trends. Further details about gratuity obligations are given in note 34.
(b) Leases - estimating the incremental borrowing rate:
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
(c) Leases - assumptions while considering lease term:
The Company determines the lease term as the agreed tenure of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
(d) Provision for product warranties:
The product warranty obligations and estimations thereof are determined using historical information on the type of product, nature, frequency and average cost of warranty claims and the estimates regarding possible future incidences of product failures. Changes in estimated frequency and amount of future warranty claims, which are inherently uncertain, can materially affect warranty expense.
(e) Provision for expected credit loss on trade receivables:
The measurement of expected credit loss reflects a probability-weighted outcome, the time value of money and the best available forward-looking information. The correlation between historical observed default rates, forecast economic conditions and expected credit loss is a significant estimate. The amount of expected credit loss is sensitive to changes in circumstances and forecasted economic conditions. The
Company's historical credit loss experience and forecast of economic conditions may not be representative of the actual default in the future.
(f) Share-based payments:
In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognised in the Statement of profit and loss including other comprehensive income/ loss for a year represents the movement in cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefits expense.
Nature and purpose of reserves
(a) Pertains to capital reserve created on account of business combination during the year ended 31 March 2019 as per the requirements of Ind AS 103 - Business Combinations.
(b) Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. Such amount can be utilised in accordance with the specific requirements of Companies Act, 2013.
(c) Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re¬ measurement gain/(loss) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
(d) The Company recognises changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. These changes are accumulated within the debt instruments through other comprehensive income within equity. The Company transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold. Any impairment loss on such instruments is reclassified immediately to the statement of profit and loss.
(a) The overall sanctioned facility of loan is ' 220 million (fund based) and ' 70 million (non-fund based) repayable on demand. The lending rate is based on marginal cost of funds (MCLR) plus 0.15%. The loan is secured against inventories, trade receivables and other current assets and collateral security includes equitable mortgage of factory land and building at Plot No. 16 and 17 measuring 121,460 Sq. Ft (Survey No. 95 and 97 Bashettiha 11 i Village) KIADB Industrial Area, Doddaballapur - 561 203. Cash collateral in the form of investment in SBI Mutual Fund. The collateral security also includes personal guarantee of the directors, Mr. Krishnaswamy Vijay and Mr. Jacob Jiten John (note 35). As at 31 March 2025, the Company had available ' 272.52 million (31 March 2024 : ' 215.91 million) of undrawn committed borrowing facilities under this facility.
Secured cash credit from banks contain certain financial covenants relating to adverse deviation in respect of any two of the following financial parameters (DSCR, Interest coverage ratio, FACR, Debt / EBIDTA) and attracts penal interest. It also contains few non-financial covenants. The Company has satisfied all the covenants prescribed in the terms of bank loan. The Company has not defaulted on any interest payable.
(b) (i) The overall sanctioned facility of working capital demand loan is ' 50 million (31 March 2024: ' 50
million) with a tenor of 180 days. The lending rate is based on MCLR plus spread (MCLR plus 0.55%).
The sanctioned facilities are unsecured.
(ii) The overall sanctioned facility of working capital demand loan is ' 150 million (31 March 2024: ' 150 million) with a tenor of 90 days (including cash credit of ' 10 million and Letter of credit, Standby Letter of Credit of ' 30 million repayable on demand, MTM limit of ' 40 million). The lending rate is based on MCLR plus spread. The sanctioned facilities are unsecured.
As at 31 March 2025, the Company had available ' 200 million (31 March 2024 : ' 200 million) of undrawn committed borrowing facilities under these facilities.
Unsecured cash credit from banks carry few non-financial covenants. The Company has satisfied all the covenants prescribed in the terms of bank loan.
(c ) The Company has been sanctioned working capital limits in excess of ' 50 million in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly statements filed by the Company for the year ended 31 March 2025 are in line with revised submission made by the Company with such banks. Further, the quarterly statement filed by the Company for the relevant period with such banks are in agreement with the books of account other than those as setout below:
Notes:
(a) Leasehold Land includes land allotted by KIADB amounting to ' 151.58 million for a period of 99 years. Such land is held in the erstwhile name of the Company.
(b) Further, in respect of this leasehold land, during the year ended 31 March 2024, the Company had received a notice from KIADB demanding additional price of ' 79.60 million on determining the final lease price in respect of the land considering the expenditure incurred by KIADB towards the compensation for the lands acquired, providing the infrastructure facilities and also for the maintenance of industrial area. During the year ended 31 March 2025, the Company has paid ' 0.82 million towards maintenance. The Company, on review of all the available documents and materials, is of the view that it is practically not feasible to ascertain or estimate the incremental amount that may be finally determined or levied by KIADB. Accordingly, management had filed response to KIADB price revision notice seeking details of the factors that have been taken into account for determination of incremental land cost. The response from KIADB is awaited.
32 SEGMENT INFORMATION
The Company operates as a single business segment based on its products and has one reportable segment, namely "manufacturer of concrete equipment”. Accordingly, separate disclosure for business segment is not applicable. The Company's Chief Operating Decision Maker (CODM) is the Board of Directors of the Company which regularly reviews the financial performance of the Company as a whole. The CODM monitors the operating results of its single business unit for the purpose of making decisions about resource allocation and performance assessment.
The key matters include the below-
(i) The custom authorities demanded additional basic custom duty on imported parts due to wrong classification of certain goods manufactured by the Company amounting to ' 168.39 million from FY 2010-11 to FY 2024-25 (' 114.49 million from FY 2010-11 to FY 2023-24). The Company has filed an appeal with the authorities for the above matters.
(ii) Others pertain to disputes that the Company is contesting at various forums for claims made by certain customers, employees and other authorities.
(iii) The Company had undertaken a bonus issuance of its equity shares in 30 March 2009 where equity shares of face value of T100 each were issued to both resident and non-resident shareholders. This included allotment of 97,500 equity shares of face value of ^100 each to Fiori SPA on 30 March 2009. The Company has filed form FC-GPR on 25 September 2024 with the Reserve Bank of India ('RBI'). Based on the clarifications and additional information sought by RBI, the Company has re-filed Form FC-GPR on 06 November 2024 and further on 21 November 2024. Subsequently, the Form FC-GPR was approved by RBI on 28 November 2024. RBI has advised the Company to file the compounding application with Bangalore Regional Office. The Company has filed the compounding on 23 January 2025. In response RBI through its e-mail dated 15 May 2025, highlighted additional contraventions, and sought confirmation from the Company to re-submit the revised compounding application considering additional contraventions. In response the Company re¬ submitted revised compounding application on 22 May 2025. The Company may be subjected to fines and penalties as part of compounding proceedings as a result of these contraventions. Management based on the advice obtained from its consultants is confident of a favourable outcome and does not expect any material financial implications against the above matters.
34 EMPLOYEE BENEFIT OBLIGATIONS A Gratuity plan
The Company has a defined benefit gratuity plan (funded) for its employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Payment of Gratuity Act, 1972, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the length of service and salary at retirement age.
The average duration of the defined benefit plan obligation at the end of the twelve months reporting period is 7.64 years (31 March 2024: 7.32 years).
Risk exposure and asset liability matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder:
1 Liability risks
(a) Asset-Liability Mismatch Risk :
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralise valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.
(b) Discount Rate Risk :
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.
(c) Future Salary Escalation and Inflation Risk :
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
2 Asset risks
All plan assets are maintained in a trust fund managed by a private sector insurer viz; Kotak Mahindra Life Insurance Ltd.
The Company has opted for a unit-linked fund which is market linked with options to invest in equity funds. The Company has the option to structure the portfolio based on its risk appetite providing an opportunity to earn market linked returns. But there is an investment risk here which is borne by the company. A single account is maintained for both investment and claim settlement and hence 100% liquidity is ensured.
B Other retirement benefits
The Company also has a retirement benefit plan (unfunded) for certain eligible employees wherein the specified eligible employees are paid retirement benefit equivalent to 10-15 days of last drawn salary for each completed year of service. As at 31 March 2025, the Company has created a provision of ' 7.44 million (31 March 2024: '9.33 million) for the said plan.
C Provident Fund
The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. During the year ended 31 March 2025, the Company recognised ' 45.94 million (year ended 31 March 2024'35.91 million) towards such contribution in the Statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
36 SHARE BASED PAYMENTS Employee stock option
The shareholders of the Company, at the General Meeting held on 24 September 2024, approved the Employee Stock Option Plan 2024 ("ESOP 2024” or "the Plan”) through a special resolution. The Plan comprises two schemes: AJAX Employee Stock Option Scheme 2024 - Scheme I and Scheme II, effective from 01 December 2024 ("Effective Date”).
The Company has granted stock options to certain employees and key managerial personnel under the above two schemes which were approved by the Board of Directors on 21 January 2025. The key terms and conditions are as follows:
Scheme I : 205,077 options granted to employees, key managerial personnel and senior managerial personnel Scheme II: 1,162,132 options granted to key managerial personnel and senior managerial personnel Each option, upon exercise, will entitle the holder to receive one equity share having face value of ' 1/- each, fully paid up.
Exercise price for Scheme I and Scheme II:
Scheme I - ' 1 for 205,077 options
Scheme II - ' 262 for 1,144,068 options and ' 1 for 18,064 options Vesting schedule for Scheme I and Scheme II:
Subject to continued employment the options granted under Scheme I shall vest as under:
30% of the options shall vest at the end of the 2nd anniversary from the grant date 30% of the options shall vest at the end of the 3rd anniversary from the grant date 40% of the options shall vest at the end of the 4th anniversary from the grant date Subject to continued employment the options granted under Scheme II shall vest as under:
For 1,144,068 options, 100% of the options shall vest at the end of the 1st anniversary from the grant date. For 18,064 options granted shall vest 50% at the end of the 1st anniversary from the grant date and 50% shall vest at the end of the 2nd anniversary from the grant date.
The expense recognised for employee services received based on the above mentioned schemes during the year ended 31 March 2025 is ' 43.32 million (31 March 2024: ' 37.23 million) and the carrying amount of liability reflected in Employee stock option outstanding reserve is ' 80.55 million as at 31 March 2025 (As at 31 March 2024: ' 37.23 million).
There were no cancellations or modifications to the awards in the year ended 31 March 2025 and 31 March 2024.
Movements during the year:
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility is based on annualised standard deviation of the continuously compounded rates of return based on the peer companies and competitive stocks over a period of time. The Company has determined the market price on grant date based on latest equity valuation report available with the Company preceding the grant date.
• The Company had committed to grant stock option to certain key managerial personnel and key terms and conditions are as follows:
• The number of options to be granted would depend upon the range of valuation of the Company at IPO and calculated as a % of paid-up share capital of the Company as on 31 January 2023.
• The options shall be subject to a minimum vesting period of 1 year and shall be specified under the terms and conditions provided in the relevant employee stock option plan or terms to be approved by the Board and Shareholders. Vesting of options shall be subject to continued/uninterrupted employment with the Company.
• 1,144,068 options were granted under Scheme-II in fulfillment of the original commitment during the year ended 31 March 2025.
The Company categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:
a. Level 1 - Quoted prices (unadjusted) in an active market for identical assets or liabilities that the Company can assess at the measurement date
b. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
c. Level 3 - Unobservable inputs for the assets or liabilities.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, bank deposits, trade payables, borrowings, lease liabilities (current), other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
There have been no transfers between Level 1 and Level 2 during the year ended 31 March 2025 and 31 March 2024.
The following methods and assumptions were used to estimate the fair values:
The fair values of the Company's investment in mutual funds are based on the market values (Level 1) prevailing as at the year end date. The fair values represent net asset value as stated by the issuers of these mutual fund units in the published statements. Net asset values represent the price at which the issuer will issue further units in the mutual fund and the price at which issuers will redeem such units from the investors.
The fair values of the Company's investment in bonds and NCDs are based on the quotes provided by the bank (Level 2) prevailing as at the year end date. The fair values represent net asset value as stated by the issuers of these bonds and NCDs in the bond market.
58 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's principal financial liabilities comprise of borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include security deposits, bank deposits, trade receivables and cash and cash equivalents that derive directly from its operations. The Company also holds investments in mutual funds, bonds and NCDs.
The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior management oversees the management of these risks. The Board of Directors review and agree policies for managing each of these risks, which are summarised below. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.
(a) 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) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions.
(i) Trade receivables and contract assets:
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.
Customer credit risk is managed by the Company subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of trade receivable. The Company creates allowance for all trade receivables based on lifetime expected credit loss model (ECL).
The Company considers a financial asset in default when contractual payments are 365 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 37.
(ii) Otherfinancialassets
Other financial assets includes investments, cash and bank balances security deposits and interest receivable which are placed with a reputable financial institution with high credit ratings and no history of default.
(b) 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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company assessed the concentration of risk with respect to financial liabilities and concluded it to be low.
The Company's principal sources of liquidity are cash and cash equivalents, short term investments and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents and short term investments are sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted contractual cash flow, and include contractual interest payments and exclude the impact of netting agreements.
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The sensitivity analysis in the following sections relate to the position as at 31 March 2025 and 31 March 2024.
The sensitivity analysis have been prepared on the basis that the amount of net debt and the proportion of financial instruments in foreign currencies are all constant as at 31 March 2025 and 31 March 2024.
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 31 March 2025 and 31 March 2024. i) 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 (when revenue or expense is denominated in a foreign currency).
iii) Price risk
The Company invests surplus funds in liquid mutual funds. The Company is exposed to market price risk arising from uncertainties about future values of the investment. The Company manages the equity price risk through investing surplus funds in liquid mutual funds on a short term basis.
39 CAPITAL MANAGEMENT
The Company's objective is to maintain a strong capital base to ensure sustained growth in business. The capital management focusses to maintain an optimal structure that balances grows and maximises shareholder value. The Company is predominantly equity financed. Further, the Company has sufficient cash, cash equivalents and financial assets which are sufficient to meet the debts.
ii) 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 short-term debt obligations with floating interest rates.
Exposure to interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
41 OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(v) The Company has not advanced or loaned or invested funds to any other person or entity, 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
(vi) 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,
(vii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the period 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).
(viii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
(ix) The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(x) The Company does not have any transaction / scheme of arrangements which requires approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
42 (a) During the year ended 31 March 2025, the Company has maintained its books of account in electronic
mode and these books of account are accessible in India at all times and the back-up of books of account has been kept in servers physically located in India on a daily basis except for one accounting software.
(b) The Company has used accounting softwares SAP, Ajaxone (Dealer/Customer management system) and Leave Management System (LMS) for maintaining its books of account which has a feature of recording audit trail (edit log) facility which was not enabled throughout the year for all relevant transactions recorded in the software except for one accounting software for which such feature was enabled at application level from 20 March 2025. Additionally, the Company did not record audit trail in respect of the year ended 31 March 2024.
43 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
44 During the year ended 31 March 2025, the Company has completed its Initial Public Offering (IPO) of 20,180,446 equity shares with a face value of ' 1 each at an issue price of ' 629 per share (includes employee reservation portion of 78,947 equity shares with a face value of ' 1 each at an issue price of ' 570), consisting entirely of offer for sale of 20,180,446 shares. The total proceeds on account of offer for sale is ' 12,688.84 million. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 17 February 2025. Also, refer Note 6(b).
As per our report of even date
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Ajax Engineering Limited (formerly Ajax Engineering Private Limited)
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar Shubhabrata Saha K. Vijay
Partner Managing Director and CEO Chairman and Director
Membership No.: 213803 DIN: 03036747 DIN: 00642715
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 27 May 2025 Date: 27 May 2025 Date: 27 May 2025
Tuhin Basu Shruti Vishwanath Shetty
Chief Financial Officer Company Secretary
Membership No.: A33617
Place: Bengaluru Place: Bengaluru
Date: 27 May 2025 Date: 27 May 2025
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