2.22 Provisions and contingent liabilities Provisions
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of 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. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. 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
Provision for warranty-related costs are recognised when the product is sold or service is provided to customer. Initial recognition is based on historical experience. The Company periodically reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual experience, if necessary. The timing of outflow is expected to be with in one to five years.
Contingent liabilities
A contingent liability is a possible obligation that arises 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 standalone financial statements unless the probability of outflow of resources is remote.
Contingent liabilities recognised in a business combination
A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of the amount that would be recognised in accordance with the requirements for provisions above or the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the requirements for revenue recognition.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
2.23 Dividend Distributions
The Company recognises a liability to make the payment of dividend to owners of equity, when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in other equity.
2.24 Fair value measurement
The Company measures certain financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(i) In the principal market for asset or liability, or
(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non- financial asset takes into account a market participant's ability to generate economic benefits by using the asset in
its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1- Quoted(unadjusted) market prices in active markets for identical assets or liabilities
Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re¬ assessing categorisation (based on the lowest level input that is significant to fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
2.25 Business combination and Goodwill
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. Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received, with the exception of the costs of issuing debt or equity securities that are recognised in accordance with Ind AS 32 and Ind AS 109.
The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process
that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
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. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:
(i) Deferred tax assets or liabilities, and the liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
(ii) Potential tax effects of temporary differences and carry forwards tax losses/ unabsorbed depreciation of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12.
(iii) Liabilities or equity instruments related to share based payment arrangements of the acquiree or share - based payments arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date.
(iv) Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
(v) Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal
of the reacquired right.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in the statement of profit and loss or OCI, as appropriate.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in statement of profit and loss in accordance with Ind AS 109. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS and shall be recognised in statement of profit and loss. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair value of net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through other comprehensive income. After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's cash¬ generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in the statement of profit and loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Where goodwill has been allocated to a cash¬ generating unit and part of the operation within that unit is disposed off, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.
2.26 Key significant judgments, estimates and assumptions
The preparation of the standalone financial statements requires the management to make
judgments, 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 judgements, assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
a) Company as a lessee
The Company determines the lease term as the non-cancellable term 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.
The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. 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).
b) Company as a lessor
The Company has entered into commercial property leases on its investment property. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial property, that it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for the contracts as operating leases.
c) Defined benefit plans and other long term incentive plan
The cost of defined benefit plans and leave encashment is determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates. Due to the complexity of the valuation, the underlying assumptions 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. In determining the appropriate discount rate, management considers the interest rates of long term government bonds with extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for India. Future salary increases are based on expected future inflation rates for India. Further details about the assumptions used, including a sensitivity analysis, are given in notes to financial statements.
d) Fair value measurement of financial instrument
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
e) Impairment of financial assets
The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. the Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.
f) Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An assets recoverable amount is the higher of an asset's CGU'S fair value less cost of disposal and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are estimated based on past trend and discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.
g) Provision for warranty
Provisions for warranties is measured at discounted present value using pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. Warranty provisions is determined based on the historical percentage of warranty expense to sales for the same types of goods for which the warranty is currently being determined. The same percentage to the sales is applied for the current accounting period to derive the warranty expense to be accrued. It is very unlikely that actual warranty claims will exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and likelihood of occurrence.
h) Property, plant and equipment, investment properties and intangible assets
Property, Plant and Equipment, investment property, and intangible assets represent significant portion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an estimate of assets expected useful life and expected value at the end of its useful life. The useful life and residual value of Company's assets are determined by Management at the time asset is acquired and reviewed periodically including at the end of each year. The Company uses its technical expertise along with historical and industry trends for determining the economic useful life of an asset/component of an asset. The useful lives are reviewed by management periodically and revised, if appropriate. In case of a revision, the unamortised amount is charged over the remaining useful life of the assets.
i) Leases - Estimating the incremental borrowing rate
The Company 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. The IBR therefore reflects what the Company 'would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.
j) Employee stock option plan
Estimating fair value for employee stock option transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses Monte Carlo Simulation method. The assumptions used for estimating fair value for
these transactions are disclosed in notes to account.
k) Litigations
From time to time, the Company is subject to legal proceedings, the ultimate outcome of each being always subject to many uncertainties inherent in litigation. A provision for litigation is made when it is considered probable that a payment will be made, and the amount of the loss can be reasonably estimated. Significant judgement is made when evaluating, among other factors, the probability of unfavourable outcome and the ability to make a reasonable estimate of the amount of potential loss. These provisions are reviewed at the end of each reporting date and are adjusted to reflect the current best estimates.
l) Revenue recognition
In determining the transaction price for the sale of products, the Company considers the effects of various factors such as price variation claim to be passed on and/or recovered to/from the customers based on various parameters like negotiations, ongoing discussion, rebates etc. At each reporting date, the Company evaluates the amounts of price adjustments due to or from its customers, based on ongoing negotiation /contract with customer. The Company exercises significant judgement / estimate calculation of price variations claim to be recorded and are adjusted to reflect the current best estimates.
2.27 Non-current assets held for sale
The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell . Any expected loss is recognised immediately in the statement of profit and loss.
The criteria for held for sale classification is regarded as met only when the assets is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, its sale is highly probable; and it will genuinely be sold. The Company treats sale
of the asset to be highly probable when:
i) The appropriate level of management is committed to a plan to sell the asset
ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable)
iii) The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition and the assets must have actively marketed for sale at a price that is reasonable in relation to its current fair value. Actions required to complete the sale should indicate that it is unlikely that significant changes to the plan to sale these assets will be made. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Assets and liabilities classified as held for sale are presented separately, both from current and non-current aseets in the balance sheet.
2.28 Goods and Services Tax (GST) paid on acquisition of assets or on incurring income / expenses
Expenses and assets are recognised net of the amount of GST, except:
(a) When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable;
(b) When receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current assets/ liabilities in the standalone balance sheet.
2.29 Events after the reporting period
If the Company reviews information after the reporting period, but prior to the date of approved for issue, about conditions that existed at the end of the reporting period, it assesses whether the information affects the amounts that it recognises in its separate financial statements. The Company adjusts the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and updates the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company does not change the amounts recognised in its separate financial statements but discloses the nature of the non¬ adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
2.30 New and amended standards adopted by the Company
The Ministry of Corporate Affairs has 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 amendments had no impact on the Company's standalone financial statements.
2.31 Standards issued 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 standalone 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
On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The amendments are not expected to have a material impact on the Company's standalone financial statements.
Notes:
(a) Refer note 14(A)for property, plant and equipment pledged/ hypothecated as security for borrowing by the Company.
(b) Refer note 29(B) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(c) Borrowing cost capitalised in case of property, plant and equipment for the year ended 31 March 2025 amounting to ' 4.96 crores ( 31 March 2024: ' 6.82 crores) and borrowing cost capitalised on property, plant and equipment under construction for the year ended 31 March 2025 amounting to ' 5.76 crores (31 March 2024: ' 1.81 crores). The rate used to determine the amount of borrowing costs eligible for capitalisation was 7.83% p.a. (31 March 2024: 7.76% p.a. - 7.85% p.a.) which is the effective interest rate of the specific borrowing.
(d) The title deeds of immovable properties in the nature of freehold land along-with building thereon included in property, plant and equipment, leasehold land along-with building theron included under right of use (refer note 6) are not held in the name of the Company for the below mentioned cases:
(i) Impairment testing of goodwill
For the purpose of impairment testing, goodwill acquired in a business combination amounting to ' 137.57 crores (31 March 2024: ' 134.41 crores) has been allocated to respective cash generating unit (CGU) i.e. Seating business of ' 87.43 crores, Controller business of ' 26.75 crores and Alloy wheel four wheeler business of ' 23.39 crores. The Company has performed an annual impairment test for the current year and previous year as at 31 March 2025 and 31 March 2024 respectively to ascertain the recoverable amount of respective CGU. The recoverable amount is determined based on 'value in use' calculation using cash flow projections based on finance budgets approved by management covering period of 5 years for all CGU's. Cash flow projection for all CGU's beyond 5 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports in which CGU's operates. Assumption used in the cash flow projection consist of sales growth rate over budget period, gross margin, working capital movement, net margin, discount rate, growth rate beyond budget period and terminal value. Approach used in determining key assumptions for impairment testing of CGUs as stated below.
Management has determined above mentioned assemption based on past performance and its expectations of market development. Sale growth rates used are consistent with the forecasts included in industry reports of respective CGU. The calculations performed indicate that recoverable amount of these CGUs is greater than the respective carrying value and there is no impairment. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of 'value in use' of respective CGUs. Based on this analysis, management believes that change in any of the above assumption would not cause any material possible change in carrying value of these CGUs over and above its recoverable amount.
(ii) There are no restrictions over the title of the Company's intangible assets, nor are any intangible assets pledged as security for liabilities.
(iii) On transition to Ind AS (i.e. 01 April 2016), the Company had elected to continue with the carrying value of all intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.
6. RIGHT OF USE ASSETS AND LEASES LIABILITIES
(i) Right of use assets: The Company's lease asset primarily consist of :
(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms between 2 to 30 years.
(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease terms between 1 to 20 years.
(c) Leasehold land represents land obtained on long term lease from various Government authorities.
The Company's obligations under its leases are secured by the lessor's title to the leased assets.
The Company also has certain leases with lease terms of 12 months or less and low value leases. The Company has applied the 'short-term lease' recognition exemptions for these leases.
(c) During the current year, the Company has made additional investment in existing joint venture namely "Toyoda Gosei Uno Minda India Private Limited (formerly known as Toyoda Gosei Minda India Private Limited) amounting to ' 16.97 Crores resulting in increase in the shareholding from 47.93% to 49.90%.
(d) The Board of the directors of the Company in its meeting held on 28 September 2023 has approved the acquisition of 26% (twenty six percent) stake held by "Westport Fuel System Italia S.R.L” in erstwhile joint venture namely "Minda Westport Technologies Limited” ("MWTL”) for a consideration of ' 14.81 crores. The said acquisition has been completed on 18 April 2024 along with acquisition of control over board of directors and MWTL has become a subsidiary of the Company.
(e) During the current year, the Board of the directors of the Company in its meeting held on 07 August 2024 has approved the acquisition of 49% (forty nine percent) stake held by "Onkyo Sound Corporation” ("OSC") Japan in erstwhile joint venture namely "Minda Onkyo India Private Limited” ("MOIPL”) for the consideration of ' 2.53 crores to be acquired in two phases comprising of 30% acquisition in phase I for the consideration of ' 1.55 crores and 19% acquisition in phase II for the consideration of ' 0.98 crores. Phase I acquisition has been completed on 24 September 2024 along with acquisition of control over board of directors and MOIPL has become a subsidiary of the Company. Phase II acquisition will be done post satisfaction of condition specified in share purchase agreement.
(f) During the current year, the Committee of the Board of the Company at its meeting held on 02 September 2024, has approved the acquisition of 49% (forty nine percent) stake in Minda Nabtesco Automotive Private Limited ("MNAPL”) held by "Nabtesco Automotive Corporation" ("NAM") for consideration of ' 1.30 Crores. The said transaction has been completed on 26 September 2024 and MNAPL has become a associate of the Company.
(g) During the earlier year, the shareholders of joint venture company namely "Minda TTE Daps Private Limited " ("the entity") at their Extra-Ordinary General Meeting held on 31 March 2023 had approved the voluntary liquidation of the entity and approved the appointment of liquidator, as per the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016. The entity is under liquidation with effect from 31 March 2023 i.e. liquidation commencement date.
(h) During the previous year, the Company had made additional investment in the existing subsidiaries namely "Uno Minda Tachi-S Seating Private Limited" amounting to ' 4.03 Crores, "Uno Minda Buehler Motor Private Limited" amounting to ' 6.04 Crores with proportionate investment by other shareholder and in wholly owned subsidiary company namely "Global Mazinkert, S.L." amounting to ' 26.11 Crores.
(a) Fixed deposits with original maturity of more than twelve months but remaining maturity of less than twelve months have been disclosed under "other current financial assets" and fixed deposits with original and remaining maturity of more than twelve months have been disclosed under "other non-current financial assets"
(b) Bank deposits includes deposits under lien as security amounting to ' 1.00 Crores (31 March 2024: ' 1.47 Crores)
(c) Security deposits includes amount recoverable from related party ' 2.84 crores (31 March 2024: ' 2.57 crores) (refer note 35).
(d) Others includes amount recoverable by the Company from its related party amounting to ' 3.96 crores (31 March 2024: ' 2.64 crores) (refer note 35) and amount recoverable by "Transferor Company 3" as at 31 March 2024 from its erstwhile related party not forming the part of the related party of the Company amounting to ' 10.10 crores.
(a) During the previous year, the Company had retired leasehold land having the net carrying value of ' 5.56 Crores from active use and classified some of the asset as held for sale and recognised and measured it in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operations” at lower of its carrying amount and fair value less cost to sell. During the current year the sale has been completed.
(vi) Terms/rights attached to equity shares
The Company has only one class of issued equity shares capital having par value of '2/- per share (31 March 2024'2/- per share). Each shareholder is entitled to one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.
(vii) Aggregate number of shares issued as bonus and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date are as follows:
* Out of the 1,88,84,662 non-convertible redeemable preference shares issued, 1,88,75,002 non-convertible redeemable preference shares have been redeemed during the financial year 2021-22 and remaining 9,660 non¬ convertible redeemable preference shares have been redeemed during the financial year 2022-23.
Nature and purpose of other reserves
(i) Equity component of other financial instruments
Equity component of the financial instruments is recognised separately within equity and is not available for the distribution to the shareholders. Equity component is measured at residual amount after deducting the fair value of financial liability component from the fair value of entre compound financial instrument. The same is recognised separately within equity.
(ii) Shares pending issuance
Share pending issuance represents the equity shares of transferee company to be issued to non-controlling shareholder of transferror companies pursuant to scheme of amalgamation approved by NCL.T.
(iii) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
(iv) Capital redemption reserve
The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve was created by the Company pursuant to redemption of preference shared in earlier year and can be utilised in accordance with the provisions of the Companies Act, 2013
(v) Capital reserve
The excess of net assets acquired over the consideration transferred in business acquired in the earlier years is recognised as capital reserve. Capital reserve is not available for the distribution to the shareholders.
(vi) Capital reserve arising on amalgamation
The excess of net assets acquired over the consideration transferred/ value of investment cancelled in a common control business combination transaction is recognised as capital reserve arising on amalgamation and presented separately from other capital reserves. Capital reserve arising on amalgamation is not available for the distribution to the shareholders.
(vii) General reserve
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. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
(viii) Employee stock options reserve
The employee stock options reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan. The Company transfers the amount from this reserve to security premium account upon exercise of stock option by employees.
(ix) Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit obligation, net of taxes that will not be reclassified to Statement of Profit and Loss.
(x) Foreign currency translation reserve
The exchange differences arising on translation of foreign operations (branches) are recognised as Foreign currency translation reserve in other comprehensive income. On disposal of a foreign operation (branches), the component of other comprehensive income relating to that particular foreign operation (branches) is recognised in Statement of Profit and Loss.
(xi) Equity instruments through other comprehensive income
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through other comprehensive income reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
(viii) Borrowings contain certain debt covenants relating to security cover, debt to tangible net worth ratio, debt service coverage ratio, fixed asset coverage ratio, interest coverage ratio, debt to EBITDA ratio, debt to cash accrual ratio and current ratio. The Company has satisfied all debt covenants prescribed as per the terms of respective loan agreements.
(ix) The Company has not made any default in the repayment of loan to banks and other financial institutions including interest thereon.
(x) The term loan and debentures have been used for the purpose for which they were obtained and funds raised for a short term basis have not been used for long term purposes.
(xi) The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks and financial institutions during the year on the basis of security of current assets of the Company, however the quarterly returns/statements filed by the Company with such banks and financial institutions are not in agreement with the audited books of accounts of the Company and the details are as follows:
(ii) The trade payables are unsecured and non interest-bearing and are usually on varying trade term.
(iii) Trade Payables include due to related parties amounting to ' 248.21 Crores (31 March 2024 : ' 145.46 Crores) {refer to note 35}
(iv) For terms and conditions with related parties {refer to note 35}.
(v) Trade payable includes unbilled dues amounting to ' 138.66 Crores (31 March 2024: ' 152.50 Crores) included under "Current but not due" category.
(vi) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended 31 March 2025 is given below. This information has been determined to the extent such parties have been identified on the basis of information available with the Company.
Notes:
(i) Unpaid dividend account does not include any amount payable to Investor Education and Protection Fund which is due and unpaid.
(ii) Payable to customer against claims" includes claims from a customer in respect of supplies made by the Company, which were subject matter of product recall by the customer in the previous year. The Company has adequate insurance coverage against the same. The Company, based on the terms of such insurance policy, partial approval of claim and ongoing settlement with the customer, continue to believe insurance claim receivable {as disclosed in note 7(F)} is fully recoverable and no adjustment is required to be made in these standalone financial statement. During the current year, the Company has also recognised ' 0.84 crores under other expenses (refer note 28).
(iii) Capital creditors includes amount due to related party ' 48.32 crores (31 March 2024: ' 1.90 crores) {refer note 35}.
(iv) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended 31 March 2025 is given below. This information has been determined to the extent such parties have been identified on the basis of information available with the Company
(f) Effective tax rate has been calculated on profit before tax.
(g) The Company has deductible temporary differences with respect to allowance for impairment in value of investments amounting to ' 34.97 crores (31 March 2024: ' 34.97 crores ) on which no deferred tax asset has been recognised by the management due to lack of probability of future capital gain against which such deferred tax assets can be realised. Further, during the current year, pursuant to business combination of entities under common control, the Company had carried forward tax losses, unabsorbed deprecation and other temporary differences pertaining to "transferor company 1" amounting to '116.71 crores as at 31 March 2024 on which no deferred tax assets was recognised by "transferor company 1" due to lack of probability of future taxable income against which such deferred tax assets could be realised. These have been utilised by the Company in the current year.
Notes:
(a) Trade Receivable represents the amount of consideration in exchange for goods or services transferred to the customers that is unconditional.
(b) The Company has entered into the agreement with customers for sales of goods and rendering of services. Contract liabilities arises in respect of contracts where the Company has obligation to deliver the goods and perform specified service to a customer for which the Company has received consideration in advance. Contract liabilities are recognised as revenue when the Company performs obligation under the contract (i.e. transfers control of the related goods or services to the customer). There is decrease in contract liabilities during the year mainly on account of satisfaction of performace obligation in respect of amount collected in earlier years.
(c) Contract Liabilities includes balances with related party of ' 0.65 crores (31 March 2024: ' Nil) {refer note 35}.
(d) Unsatisfied performance obligations:
Information about the Company's performance obligations are summarised below:
Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer, generally on delivery of the goods and payment is generally due as per the terms of contract with customers.
Sales of services: The performance obligation in respect of services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of service based on time elapsed and acceptance of the customer.
The transaction price allocated to remaining performance obligation (unsatisfied performance obligation) pertaining to sales of goods/ services as at 31 March 2025 and expected time to recognise the same as revenue is as follows:
Note: The Company has ongoing disputes with various judicial forums relating to tax treatment of certain items in respect of income tax, excise, sales tax, VAT, service tax and GST. The Company is contesting these demands and the management believes that our position will likely to be upheld in the appellate process and accordingly no provision is required to be accrued in these standalone financial statements with respect to these demands raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position and results of operations.
(iii) During the previous year, the Company had received show cause notice from GST authority in respect of classification of certain product in HSN code 8714.10 instead of 9401.20. The Company had paid the said liability under protest to the GST authority and recovered the same from customer. Further during the current year, the Company has received show cause notices and demand notices from GST department in respect of certain years, while demand notices have been set aside subsequent to reporting date. Based on development in the current year and based on independent legal opinion obtained, the Company is strongly of the view that it has good case on merits and chances of liability being materialised is possible, hence no provision is required to be considered
in these standalone financial statements. The Company has made the assessment of contingent liability towards interest amounting ' 81.55 crores (31 March 2024: ' 79.37 crores) and towards indemnity provided to the customer amounting ' 162.09 crores (31 March 2024: ' 162.09 crores).
(c) Corporate guarantees given by the Company and outstanding as at 31 March 2025 amounting to ' 131.48 crores (31 March 2024: ' 130.73 crores) in respect of loans taken by subsidiary company namely UNO Minda Europe GmbH. Further, the Company has given 'letter of comfort' to bank in respect of loan taken by subsidiary company namely UNO Minda Europe GmbH amounting to ' Nil (31 March 2024: ' 20.80 crores), subsidiary company namely "Clarton Horn S.A.U, Spain" amounting to ' Nil (31 March 2024: ' 26.60 crores) and subsidiary company namely PT Minda Asean Automotive amounting to ' Nil (31 March 2024: ' 16.36 crores). The Company has appropriately accounted for corporate guarantees in accordance with "Ind AS - 109, Financial instruments".
(d) The Hon'ble Supreme Court of India ("SC”) by their order dated 28 February 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision is pending before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively. Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect is required to be provided for in the standalone financial statements.
(b) Other commitments
(i) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods Scheme (EPCG)” amounting to ' 54.55 crores (31 March 2024: ' 45.14 crores). As per the EPCG terms and conditions, Company needs to export ' 327.30 crores (31 March 2024: ' 257.54 crores) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. The Company expect to fulfil the export obligation in due course of time.
(ii) The Company has given support letter to its subsidiary companies namely "Global Mazinkert S.L." and "Clarton Horn S.A.U, Spain" considering the fund requirement of these companies and growth prospects.
(C) Undrawn committed borrowing facility
The Company has ' 187.56 crores (31 March 2024: ' 285.32 crores) of working capital loan facility and ' 148.81 crores ( 31 March 2024: ' 105.01 crores) of term loan facility remains undrawn.
* During the current year, the Company has contributed ' 11.43 crores (31 March 2024: ' 8.20 crores) to "Suman Nirmal Minda Foundation" (formerly known as "Suman Nirmal Minda Charitable Trust") ("Trust") as a contribution towards ongoing and other than ongoing project to be undertaken by the Trust. Out of the contribution made by the Company, ' 8.83 crores (31 March 2024: ' 8.20 crores) has been spent for activities mentioned above with respect to ongoing projects undertaken by it and ' 0.80 crores (31 March 2024: ' Nil) has been spent for activities mentioned above with respect to other than ongoing projects undertaken by it and there is unspent CSR amount of ' 1.80 crores (31 March 2024 : ' Nil ) by the trust which has been subsequently deposited into separate unspent CSR account on 21 April 2025.
** The Company has decided not to carry forward excess amount spent during the year to the next financial year.
31. SEGMENT INFORMATION
The Company deals in only one business segment of manufacturing, trading and sale of auto ancillary equipment. The chief operating decision maker (board of directors and management) reviews the operations of the Company as a whole and the risk and rewards from these services are not different from one another. hence goods and services provided by the Company constitutes single reportable segment as per Ind AS 108 "Operating Segments". The Company has disclosed the entity wide disclosure in respect of geographical spread as follows:
Note:
(i) Capital expenditure consists of additions of property, plant and equipment, other intangible assets, investment property, capital work in progress net of capitalisation from previous year.
(ii) There are 2 customers having revenue exceeding 10% each of total revenue of the Company which account for 11.40% and 10.65% respectively.
(iii) Non-current operating assets consist of property, plant and equipment, capital work in progress, investment property, right of use assets, goodwill, other intangible assets, non-current tax assets (net) and other non-current assets.
32. EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to owners of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
Note:
There have been no other transactions involving equity shares or potential equity shares between the reporting date and the date of authorisation of these standalone financial statements.
33. EMPLOYEE BENEFIT OBLIGATIONS
Disclosures pursuant to Ind AS - 19 "Employee Benefits" (notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act) are given below :
(A) Defined benefit plan
The Company operates following defined benefit obligations:
(a) Gratuity: The employees' Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust which maintains its investments with Life Insurance Corporation of India (LIC). The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service usually gets a gratuity on departure 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet:
(xi) The plan assets are maintained with Life Insurance Corporation of India (LIC).
(xii) Enterprise best estimate of contribution during the next year is ' 34.50 Crores (31 March 2024: ' 21.20 Crores)
(xiii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.
(xiv) The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period while holding all other assumptions constraint. In practice it is unlikely to occur and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
(xv) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.
(xvi) The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
34. SHARE BASED PAYMENTS
UNO Minda Employee Stock Option Scheme - 2019
The shareholders of the Company had approved the UNO Minda Employee Stock Option Scheme - 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated 25 March 2019. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its group companies.
This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of options to be granted under the scheme shall not exceed 78,66,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.
Tranche-I: During the earlier year, the nomination and remuneration committee of the Board of directors of the Company approved and granted 10,12,259 number of options vide their meeting held on 16 May 2019, 88,325 number of options vide their meeting held on 28 January 2021 and 1,62,340 number of options vide their meeting held on 13 June 2021 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving market capitalisation of ' 27,000 Crores, which was subsequently modified to ' 24,000 Crores in FY 2021-22 on or before vesting date i.e. 31 May 2022.
Tranche-II: During the earlier year, the nomination and remuneration committee of the Board of directors of the Company approved and granted 30,44,832 number of options vide their meeting held on 08 August 2022, 3,72,400 number of options vide their meeting held on 09 August 2023, 61,600 number of options vide their meeting held on 07 November 2023 and 2,04,300 number of options vide their meeting held on 23 May 2024 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving market capitalisation of ' 60,000 Crores on or before the vesting date i.e. 30 May 2025. Each option is convertible into one equity share.
Notes:
(i) The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
(ii) The weighted average share price at the date of options exercised during the year is ' 723.26 per share (31 March 2024: ' 604.99 per share).
(iii) Pursuant to recognition of employee stock expense at grant date fair value, expense amounting to ' 14.25 Crores (31 March 2024: ' 13.80 Crores) is recognised in Statement of Profit and Loss.
(i) Terms and conditions related to material transactions are as below:
(a) Sale/ Purchase of products and services
Transactions of sales /purchase of products and services with related parties are entered into on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company mutually negotiates and agrees consideration and payment terms with the related parties by benchmarking the same to transactions with non-related parties, who purchase/sale product and services of the Company in similar terms.
(b) Purchases of property, plant and equipment
Purchases of property, plant and equipment are made from related parties on the same terms as applicable to third parties in an arm's length transaction. The Company mutually negotiates and agrees price and payment terms with the related parties by benchmarking the similar transaction from non-related parties.
(c) Outstanding balance from / to related parties
Outstanding balances at the year-end are unsecured and interest free. The settlement for these balances occurs through payment. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended 31 March 2025 (31 March 2024: Nil ). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
(d) All the liabilities for post-retirement benefits being 'Gratuity, compensated absence and pension benefit' are provided on actuarial basis for the Company as a whole, accordingly the amount pertaining to Key management personnel are not included in remuneration to KMP.
(ii) As at 31 March 2025, the Company has not granted any loans to the promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person (31 March 2024: Nil).
The management has assessed that trade receivables, cash and cash equivalents, other bank balances, other current financial assets, borrowings, trade payables, current lease liabilities and other financial current liabilities approximate their 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 value
(i) The fair values of the unquoted equity shares have been estimated using a discounted cash flow (DCF) model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
(ii) The fair values of the Company's interest-bearing borrowings are determined by using effective interest rate (EIR) method 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 31 March 2025 was assessed to be insignificant.
(iii) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors, individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.
(iv) The fair values of the quoted equity shares has been determined based on quoted price available in open market.
(v) The Company has entered into derivative financial instruments with banks comprising of forward exchange contract, valued at mark to market using valuation techniques which employs the use of market observable inputs. As at year end, the mark-to-market value of these forward contract is based on confirmation from bank and is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the financial instruments recognised at fair value.
(vi) Fair value hierarchy
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period for identical assets or liabilities. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over- the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfers among levels 1, 2 and 3 during the year
This section explains the judgement and estimates made in determining the fair value of financial assets and liabilities recognised and measured at fair value
The fair value of derivative financial instrument comprising of forward currency contracts, has been calculated using mark-to-mark value of these instrument based on bank confirmation.
40. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company being the active supplier for the automobile industry is exposed to various market risk, credit risk and liquidity risk. The Company has global presence and has decentralised management structure. The regulations, instructions, implementation rules and in particular, the regular communication throughout the organization and management forms the basis of risk management system used to define, record and minimise operating, financial and strategic risks.
The Company has set up a risk management committee (RMC) which comprise of group chief finance officer and two independent directors. RMC periodically reviews operating, financial and strategic risk in the business and their mitigating factors. RMC has formulated a risk management policy for the company which outlines the risk management framework to help minimise the impact of uncertainty. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risk associated with the business. This process provides assurance that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective. The Company's financial risk management is an integral part of how to plan and execute its business strategies. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks.
(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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans deposits, and investments, and foreign currency receivables, payables and derivative financial instruments. The sensitivity analysis
in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions and the non¬ financial assets and liabilities. The sensitivity of the relevant profit and loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 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 also have operations in international market due to which the Company is also exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the movement in foreign currency exchange rates. The Company's exposure to the risk of changes in foreign exchange rates also relates to the Company's operating activities (when revenue or expense is denominated in foreign currency). The Company manages its foreign currency risk partly by taking forward exchange contract for transactions of sales and purchases and partly balanced by purchasing of goods/services from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in currency exchange rates, with all other variables held constant. The impact on the Company profit before tax is due to changes in the fair value of monetary assets and liabilities as given below:
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 main interest rate risk arises from long-term borrowings with floating interest rates. The Company optimises the interest rate risk by regularly monitory the interest rate in the best interest of the Company. The Company has following fixed interest rate and floating interest rate long term borrowing:
(iii) Commodity price risks
Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to Original Equipment Manufacturer (OEM's) whereby there is a regular negotiation / adjustment of sale prices on the basis of changes in commodity prices. The Company is not significantly impacted by commodity price risk.
(b) Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing through the use of short term bank deposits, short term loans, and cash credit facility etc. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including deposit with banks, foreign exchange transaction and other financial instrument. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company only deals with parties which has good credit rating/worthiness given by external rating agencies or based on company's past assessment.
(i) Trade receivables
The Company has developed guidelines for the management of credit risk from trade receivables. The Company's primary customers are major automobile manufacturers with good credit ratings. All customer are subjected to credit assessments as a precautionary measure, and the adherence of all customers to collection due dates is monitored on an on-going basis, thereby practically eliminating the risk of default.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method. The Company does not hold collateral as security. 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 and industries and operate in largely independent markets.
(ii) Financial instruments and deposits
Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made in bank deposits and mutual funds. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments. The Company's maximum exposure to credit risk for the components of the balance sheet at 31 March 2025 and 31 March 2024 is the carrying amounts .
The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of these fixed deposits that are with recognised commercial banks and are not past due over past years. Trade Receivables and other financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan with the Company. The Company's maximum exposure relating to financial instrument is noted in table below:
In order to achieve the overall objective, the Company's capital management, amongst the other things, aim is to ensure that it meets the financial covenant attached to interest bearing loan and borrowing that define the capital structure requirement. There have been no breaches in the financial covenant of any interest bearing loan and borrowing in the current and previous year.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 31 March 2024.
42. BUSINESS COMBINATION
(i) During the previous year, the Board of Directors of the Company in its Meeting held on 20 March 2023, accorded its consent for the Scheme of amalgamation ("the Scheme") of subsidiary companies namely, "Kosei Minda Aluminum Company Private Limited" ('KMA') (Transferor Company 1), "Kosei Minda Mould Private Limited" ('KMM') (Transferor Company 2), "Minda Kosei Aluminum Wheel Private Limited" ('MKA') (Transferor Company 3) hereinafter collectively referred as transferror companies with Uno Minda Limited (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by National Company Law Tribunal (NCLT), New Delhi.
During the current year, the Company has received the requisite approvals and the scheme has been sanctioned by the Hon'ble National Company Law Tribunal, New Delhi ('NCLT') on 18 December 2024. The Certified true copy of the said order sanctioning the scheme same has been filed with the Registrar of Companies, New Delhi. Authorised share capital of the Company has been increased in the current year. Accordingly, the Company has given accounting effect of the scheme in accordance with the accounting treatment prescribed under the scheme and Appendix C of Ind AS 103 - "Business combination of entities under common control". The comparative financial statements and other financial information for the year ended 31 March 2024 included in the standalone financial statement have also been restated in accordance with Appendix C of Ind AS 103 - "Business combination of entities under common control".
The above scheme of arrangement leads to greater efficiency in fund management and deployment, expansion of business of combined entity and is a strategic fit for serving existing market along with catering additional value linked to new customer.
Accounting treatment : Below is the summary of accounting treatment which has been given effect to in these standalone financial statement, in accordance with accounting treatment prescribed in the scheme
(i) All assets and liabilities of the transferor companies are recorded at the respective book values as appearing in the consolidated financial statement of transferee Company.
(ii) the identity of reserves of transferor companies has been preserved and recorded in the same form and at carrying amount as appearing in the consolidated financial statement of the transferee company.
(iii) The inter-company balances and transaction between the transferor company and transferee company have been eliminated.
(iv) The Company has restated the financial information as at and for year ended 31 March 2024 as if the business combination has occurred from the beginning of the preceding period i.e. 01 April 2023 in accordance with accounting Appendix C to Ind-AS 103 - 'Business Combinations of entities under Common Control' and the schemes.
The difference between net identifiable assets acquired and value of investment cancelled has been recognised as capital reserve and presented separately from other capital reserves.
The identifiable assets and liabilities acquired are as follows:
Note: Share pending issuance represents the equity shares of transferee company to be issued to non-controlling shareholder of transferror company 1 and transferror company 2 pursuant to scheme approved by NCLT which have been accounted for at nominal value as per accounting treatment prescribed under Appendix-C to "IND AS 103 - Business combination" of entities under common control.
(ii) During the current year, the Board of Directors of the Company, in its meeting held on 12 November 2024, approved the acquisition of the two-wheeler seat manufacturing business of Sundaram Auto Components Limited ("SACL") on a slump sale basis.
The Company has also entered into a Business Transfer Agreement ("BTA") with SACL on 22 March 2025, for the transfer of the said business with effect from 28 March 2025. Pursuant to the BTA, the Company has accounted as a acquisition of business in accordance with accounting treatment as prescribed in Ind- AS 103- "Business Combination". The accounting of business combination is incomplete at year end, pending finalisation of purchase price allocation hence accounting of business combination has been done on provisional basis, however the Company does not anticipate any material adjustment in the amounts recognised. The difference between the provisional fair value of the net identifiable assets acquired and the consideration transferred has been recognised as goodwill.
Assets acquired and liabilities assumed: The provisional fair values of the identifiable assets and liabilities in acquired in the business combination on the date of acquisition are as follows:
Notes:
(a) Out of total purchase consideration, for above acquisition, amount of ' 14.00 crores has been paid till reporting date and balance of ' 1.49 crores is payable which is presented under current financial liabilities {refer note 14(D)}.
(b) The acquisition aligns with the Company's strategic objective to enhance its capabilities and presence in the two¬ wheeler seating business and to strengthen the Company's product portfolio, improve operational synergies, and support long-term growth.
(c) The goodwill of ' 3.16 crores comprise the value of expected synergies arising from the acquisition which was not separately recognised. Goodwill was allocated entirely to the seating segment. None of the goodwill recognised was expected to be deductible for income tax purposes.
(d) From the date of acquisition, two-wheeler seat manufacturing business of SACL had contributed ' NIL crores of revenue and ' NIL crores to the profit before tax of the Company in current year. If the combination had taken place at the beginning of the year i.e. 01 April 2024, revenue from operations would have been ' 12,502.77 crores and the profit before tax for the Company would have been ' 962.06 crores.
(iii) During the earlier year, the Board of directors of the Company in its meeting held on 06 February 2020, accorded its consent for the scheme of amalgamation of "Minda I Connect Private Limited” (Transferor Company) with "Uno Minda Limited” (Transferee Company) subject to necessary approvals of shareholders, creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. During the previous year, the Company had received the requisite approvals and the scheme had been sanctioned by Hon'ble National Company Law Tribunal (NCLT), New Delhi on 12 December 2023 ("Date of acquisition"). The certified true copy of the said order sanctioning the scheme had been filed with the Registrar of Companies, New Delhi. Accordingly, accounting treatment as per the Scheme had been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - "Business Combination”. The difference between the fair value of net identifiable assets acquired and consideration transferred had been recognised as Goodwill.
The amalgamation is of significant strategic value to the Company and streamlines the range the product and services that can be offered to the customer through enhanced base of product offering and serving as one stop solution for controller component to its customer.
Assets acquired and liabilities assumed: The fair values of the identifiable assets and liabilities in acquired in the business combination on the date of acquisition are as follows:
(a) The Company had issued 8,19,871 equity shares as consideration to the shareholders of transferor company. The fair value of the shares was calculated with reference to the quoted price of the shares of the Company at the date of acquisition, which was ' 646.20 each. The fair value of the consideration given is therefore ' 52.98 Crores.
(b) The fair value of the trade receivables amounts to ' 5.10 Crores. The gross amount of trade receivables was ' 5.10 Crores. However, none of the trade receivables was credit impaired and it was expected that the full contractual amounts can be collected.
(c) The goodwill of ' 26.61 Crores comprise the value of expected synergies arising from the acquisition which was not separately recognised. Goodwill was allocated entirely to the cash generated unit of acquired business. None of the goodwill recognised was expected to be deductible for income tax purposes.
(d) From the date of acquisition, Minda I Connect Private Limited had contributed ' 7.01 Crores of revenue and ' 0.92 Crores to the profit before tax of the Company in FY 2023-24. If the combination had taken place at the beginning of the year i.e. 01 April 2023, revenue from operations of FY 2023-24 would have been ' 10,537.17 Crores and the profit before tax of FY 2023-24 for the Company would have been ' 841.02 Crores.
(iv) During the earlier year, the Board of Directors of the Company in its Meeting held on 24 May 2022 had accorded it's consent for the Scheme of Arrangement ("the Scheme") among its wholly owned subsidiaries namely "Harita Fehrer Limited" ("Transferor Company") and "Minda Storage Batteries Private Limited" ("Demerged Company") with Uno Minda Limited ("Transferee Company") and their respective shareholders and creditors subject to the necessary approval of authorities and sanction of Hon'ble National Company Law Tribunal (NCLT), New Delhi. During the previous year, the Company had received the requisite approvals and the scheme had been sanctioned by Hon'ble National Company Law Tribunal (NCLT), New Delhi on 13 July 2023. The Certified true copy of the said order sanctioning the scheme had been filed with the Registrar of Companies, New Delhi. Accordingly, during the previous year, the Company had given accounting effect of the same in accordance with accounting treatment prescribed under the scheme and Appendix-C of Ind AS- 103 "Business Combination of entities under Common Control".
The above scheme of arrangement leads to greater efficiency in fund management and deployment, expansion of business of combined entity and is a strategic fit for serving existing market along with catering additional value linked to new customer.
Accounting treatment : Below is the summary of accounting treatment which had been given effect to in these standalone financial statement, in accordance with accounting treatment prescribed in the scheme.
(i) All assets and liabilities of the transferor Company and demerged company are recorded at the respective book values as appearing in the consolidated financial statement of transferee Company.
(ii) The identity of reserves of transferor company and demerged company had been preserved and recorded in the same form and at carrying amount as appearing in the consolidated financial statement of the transferee company.
(iii) The inter-company balances and transaction between the transferor company, demerged company and transferee company have been eliminated.
(iv) The Company had restated the financial information as at and for year ended 31 March 2023 as if the business combination had occurred from the beginning of the preceding period i.e. 01 April 2022 in accordance with accounting Appendix C to Ind-AS 103 - 'Business Combinations of entities under Common Control' and the schemes.
The Company had reduced the carrying value of investments in the Demerged company to the extent of reduction in equity share capital/securities premium.
The difference between net identifiable assets acquired and value of investment cancelled had been recognised as capital reserve and presented separately from other capital reserves.
The identifiable assets and liabilities acquired were as follows:
The transferor company 3 had imported duty free capital goods in earlier years under the Export Promotion Capital Goods (EPCG) Scheme. Pending uncertainty around fulfilling of export obligation, the transferor company 3 had recognised the liability towards custom duty payable along with interest payable thereon in earlier years. During the previous year, the Hon'ble Supreme Court vide its order dated 28 July 2023 in the matter of Union of India & ORS vs Mahindra and Mahindra Limited had ruled that interest and penalty cannot be imposed on delayed or short payments of additional duties of customs, such as Countervailing Duty (CVD), Special Additional Duty (SAD), surcharge, etc., due to the absence of an enabling provision under the Customs Tariff Act, 1975 (CTA). Accordingly, during the previous year, the transferor company 3 based on its internal assessment, supreme court judgement and independent opinion from legal counsel, concluded interest and penalty is not payable on delayed payment of custom duty mentioned above and reversed interest provision accrued in books amounting to ' 29.61 crores and disclosed the same under "exceptional item” in the standalone statement of profit and loss. The corresponding custom duty has been discharged fully in the current year.
45. OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami Property where any proceedings have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(iii) The Company has balance with the below-mentioned companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956:
(iv) The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
(v) With respect to the Scheme of amalgamation approved by the National Company law Tribunal during the current year, appropriate accounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - Business Combination. (Refer note 42)
(vi) 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 group (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person or entity, 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 does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of the Income Tax Act, 1961).
(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(ix) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(x) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period except certain charges on pledged assets of "Transferor Company 1" and "Transferor Company 3" pending for registration with the Registrar of Companies, Delhi due to pending execution of hypothecation deed with the bank and certain charges on pledged assets of "Transferor Company 3" pending for satisfaction/modification with the Registrar of Companies, Delhi due to pending formalities related to the merger, name change, and requisite bank approvals.
46. The books of account are maintained 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.
47. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm's length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for income tax.
48. The Company has used three accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature is not enabled in one of the accounting software and for other two software, audit trail was not enabled for direct changes to data when using certain access rights and also for certain changes made using privileged/ administrative access rights. Further, we did not come across any instance of audit trail feature being tampered with in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention, wherever enabled.
49. EVENTS AFTER THE REPORTING PERIOD
The board of directors have proposed dividend after the balance sheet date which are subject to approval by the shareholders at the annual general meeting. Refer note 12(ix) for details.
50. ' 0.00 represents the amount below ' 50,000 shown in various tables and paragraphs included in these standalone financial statements.
The accompanying notes form an integral part of the Standalone Financial Statements
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Co. LLP Uno Minda Limited
Chartered Accountants CIN: L74899DL1992PLC050333
ICAI Firm's Registration No: 301003E/E300005
per Vikas Mehra Nirmal K Minda Ravi Mehra
Partner Executive Chairman Managing Director
Membership No. 094421 DIN No. 00014942 DIN No. 01651911
Place : Gurugram, India Place : Gurugram, India
Date : 21 May 2025 Date : 21 May 2025
Sunil Bohra Tarun Kumar Srivastava
Group CFO Company Secretary
Membership No. - A11994
Place : Gurugram, India Place : Gurugram, India Place : Gurugram, India
Date : 21 May 2025 Date : 21 May 2025 Date : 21 May 2025
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