2.14 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, it carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.
2.15 Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial
liabilities at fair value through statement of profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
A) Financial assets
Cash and cash equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
Financial assets at amortized cost
Financial assets are subsequently measured at amortized cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income (FVTOCI)
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual term of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit and loss (FVTPL)
Financial assets are measured at fair value through profit and loss unless it is measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognized in statement of profit and loss.
Foreign exchange gains and losses
The fair value of foreign assets denominated in a foreign currency is determined in that foreigr currency and translated at the spot rate at the end of each reporting period. For the foreign currency denominated financial assets measured at amortized cost and FVTPL, the exchange differences are recognized in statement of profr and loss.
B) Financial liabilities and Equity
Financial liabilities at amortized cost Financial liabilities are measured at amortized cos' using effective interest method.
Equity instruments
An equity instrument is contract that evidence residual interest in the assets of the company aftei deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue cost.
Foreign exchange gains and losses For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of the instruments and are recognized in ‘Other income"
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities tha are measured as at FVTPL, the foreign exchange component forms part of the fair value gains oi losses and is recognized in the statement of profr and loss.
2.16 Earnings per share (EPS)
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effec of extraordinary items, if any) by the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect o' extraordinary items, if any) as adjusted for dividend interest and other charges to expense or income relating
to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e., average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.
2.17 Segment reporting
The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organization and management reporting structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance.
The Company has only one reportable business segment viz. manufacture of Automobile Tyre Tube Valves, Cores and Accessories, which is considered to be the only reportable segment by the management. Accordingly, the amounts appearing in the standalone financial statements relate to the Company's single business segment.
The Company has two reportable geographic segments viz. India and Rest of the world.
2.18 Dividend and dividend distribution tax
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
The Company declares and pays dividends in Indian rupees and are subject to applicable distribution taxes. The applicable distribution taxes are treated as an appropriation of profits.
2.19 Statement of Cash Flows
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non¬ cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
2.20 Borrowings and borrowing cost
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.
2.21 Government grants
Grants from the government are recognised when there is reasonable assurance that:
(i) the Company will comply with the conditions attached to them; and
(ii) the grant will be received.
Government grants related to revenue are recognised on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related costs which they are intended to compensate. Such grants are deducted in reporting the related expense. When the grant relates to an asset, it is recognized as income over the expected useful life of the asset.
Where the Company receives non-monetary grants, the asset is accounted for on the basis of its acquisition cost. In case a non-monetary asset is given free of cost it is recognised at a fair value. When loan or similar assistance are provided by government or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is recognized as government rate. The loan or assistance is initially recognized and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received.
2.22 Operating Cycle
Based on the nature of products / activities of the company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
2.23 Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On May 7, 2025, the MCA has notified Companies (Indian Accounting Standards) Amendment Rules, 2025. This notification has resulted in amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates, applicable to the Company from April 1,2025. The Company is assessing the impact of the above amendment on the Company's standalone financial statements.
Fair value of investment property
The fair value of residential building as at March 31,2025 and March 31,2024 has been arrived at, on the basis of valuation carried out as on the respective dates by M/s R.K.Makhija & Co., independent valuer not related to the Company. M/s R.K.Makhija & Co., are registered with the authority which governs the valuers in India, as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 and they have appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The residential building is in Bengaluru, India, the fair value of which was derived using the market comparable approach, based on recent market prices without any significant adjustments being made to the market observable data.
The fair value of other buildings as at March 31,2025 and March 31,2024 has been arrived at, on the basis of valuation carried out as on the respective dates by M/s H.T.Vasudev, independent valuer not related to the Company. M/s H.T.Vasudev are registered with the authority which governs the valuers in India, as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 and they have appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The building is in Mysuru, India, the fair value of which was derived using the market comparable approach, based on recent market prices without any significant adjustments being made to the market observable data. There has been no change to the valuation technique during the year.
The Company has no restrictions on the realizability of its investment properties and no contractual obligations to either purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
g) Preferential allotment of equity shares
The Company in its Board Meeting held on February 07, 2024 and shareholders in their meeting held on March 04, 2024 has approved:-
1. Issue of 1,43,500 Equity Shares of the Company having face value of ' 10/- each to Identified Investors, on preferential issue basis at a premium of ' 1,730/- per share aggregating to '1,740 per share.
2. Issue of 57,000 Convertible Warrants of the Company to the Public Group, having a face value of ' 10/ (per Warrant) including premium of ' 1,730 (per Warrant), which upon conversion will result in issuance of 57,000 Equity Shares of the Company having face value of ' 10/- each.
3. Issue of 40,000 Convertible Warrants of the Company to the Promoter/Promoter Group having a face value of '10/ (per Warrant) including premium of ' 1,730 (per Warrant), which upon conversion will result in issuance of 40,000 Equity Shares of the Company having face value of ' 10/- each.
Pursuant to the above, the Company has received 25% of the face value against the share warrants together with entire equity share application money, totaling to ' 2,919 Lakhs. The Company subsequently allotted the equity shares and convertible warrants on March 28, 2024 and got the trading approval in respect of such equity shares on May 14, 2024 from Bombay Stock Exchange. The option to convert to equity share of face value of ' 10 each is at the option of the warrant holder in the ratio of 1:1 at any time within a period of 18 months from the date of allotment of warrants, i.e. March 28, 2024.
During the year, the Company has received balance 75% of the face value against the share warrants totaling to ' 221.85 Lakhs. The Company having received 100% of the warrant monies, allotted the equity shares against convertible warrants and got the trading approval in respect of such equity shares on March 17, 2025 from Bombay Stock Exchange. Three warrant holders holding 80,000 warrants are yet to exercise the option to convert as at March 31, 2025.
h) Dividend
i. In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders. The Company declares and pays dividend in Indian Rupees. The dividend proposed by Board of Directors is subject to the approval of Shareholders in the ensuing Annual General Meeting. Board of Directors of the Company has recommended a final dividend of '10 per equity share for the financial year ended March 31, 2025.
Note:
The management assessed that fair value of cash and short-term deposits, trade receivables, loans, investments, trade payables,borrowings and other current financial assets and liabilities approximate their carrying amounts.
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.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at March 31, 2025 and March 31, 2024:
C) Financial risk management
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies.
The Company's financial risk management is supported by the finance department
- protect the Company's financial results and position from financial risks
- maintain market risks within acceptable parameters, while optimizing returns; and
- protect the Company's financial investments, while maximizing returns.
i) Management of credit risk
Credit risk is the risk of financial loss to the Company arising from counter party failure to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after necessary approvals for credit.
Trade receivables
The Company assess the customers credit quality by taking into account their financial position, past experience and other factors. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Two customers accounted for more than 10% of the revenue for the year ended March 31, 2025, however top two customers accounted for more than 10% of the receivables as at March 31,2025. Five customers accounted for more than 10% of the revenue for the year ended March 31,2024, however top customer accounted for more than 10% of the receivables as at March 31,2024.
Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk through credit limits with banks.
Defined benefit plan - gratuity
In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity plan). The Gratuity plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee's last drawn eligible salary and the years of employment with the Company. The Company provides the gratuity benefit through annual contributions to a fund managed by the Insurer included as part of ‘Contribution to provident and other funds in Note 27 Employee benefits expense. Under this plan, the settlement obligation remains with the Company.
Description of risk exposures
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
a) Interest Rate Risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
b) Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
c) Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
d) Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
e) Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
The present value of the defined benefit obligation, and the related current service cost and past service cost, were
measured using the projected unit credit method.
Amount recognized in Statement of Profit and Loss
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method under which If an employee's service in later years will lead to a materially higher level of benefit than in earlier years, these benefits are attributed on a straight-line basis.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years, except that base rates have changed.
There has been no change in the process used by the Company to manage its risks from prior periods.
The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Expected future cash outflow towards the plan are as follows:
Asset Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).
Experience adjustments
b) Income tax notice
During the year, the Company received a demand notice dated March 10, 2025 pertaining to assessment year 2022-23 from the income tax authorities whereby multiple adjustments aggregating ' 2,458.29 Lakhs (tax impact - '1,165.55 Lakhs including interest of ' 233.11 Lakhs) under various sections of the Income tax Act, 1961 ("the Act") were made to the returned income of the Company. The Company filed a writ petition on March 21, 2025 before the Hon'ble High Court of Karnataka challenging the aforesaid demand on the grounds that the same is unsustainable in law and is in violation of the principles of natural justice. The Hon'ble High Court of Karnataka passed an order dated April 09, 2025 setting aside the impugned order and remitting the matter back to the Assessing Officer for fresh adjudication. The Company is of the view that it has a favorable case on merits in respect of the above, notwithstanding the right of appeal that the income tax authorities and its own rights of further appeals under the Act.
a) The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key management personnel.
b) The non-executive directors do not receive gratuity entitlements from the Company.
c) Related party relationship is as identified by the Company on the basis of information available with the Company.
d) No amount is/has been written off or written back during the year in respect of debts due from or to related party.
e) The above transactions are compiled from the date these parties became related.
f) There are outstanding guarantees provided by the Managing Director against borrowings of the company.
H Other regulatory information
(i) The Company does not have any Benami property, where any proceedings has been initiated or pending against the Company for holding Benami property.
(ii) As per Management's analysis, the Company does not have any transactions / balances with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) There are no charges or satisfaction yet to be registered with the ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(v) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vi) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).
(viii) The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) The title deeds of all immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in-progress are held in the name of the Company as at the balance sheet date.
(x) Backup of books of account and audit trail:
A. The Company has maintained proper books of account as required by law except for keeping backup on daily basis of such books of account maintained in electronic mode, in a server physically located in India.
B. 1. In respect of an accounting software used for maintaining payroll records, the independent auditor's
System and Organization Controls (SOC) report has been received by the Company for the period from April 1,2024 to December 31,2024 and such report is not available for the remaining period. The independent auditor's System and Organization Controls (SOC) report does not cover whether the audit trail feature of the said software was enabled and operated for the year, for all relevant transactions recorded in the software and whether there was any instance of the audit trail feature been tampered with.
Further, the independent auditor's SOC report does not cover whether the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. In respect of an accounting software operated by a third-party software service provider for maintaining of books of account, the independent auditor's SOC report is not available for the year 2024-25.
As audit trail feature was not enabled for the year ended March 31, 2024 in respect of the above software, the audit trail preservation matter has not been complied with.
However, the Company has compensating controls and the above do not impact the Internal Financial Controls with reference to the financial statements.
(xi) Loans or advances in the nature of loans granted to subsidiaries:
42 The Board of Directors of the Company at their meeting held on September 04, 2023 has approved the draft Scheme of Amalgamation ("the Scheme") of Triton Valves Climatech Private Limited with Triton Valves Limited and their respective shareholders pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013, with appointed date as April 1, 2023. The Company filed necessary documents with the relevant authorities on March 31, 2024. The impact of the Scheme will be given in the standalone financial statements upon receipt of requisite regulatory approvals.
43 Previous period's figures have been regrouped / rearranged where necessary to conform to current period's classification.
For and on behalf of the Board of Directors of Triton Valves Limited
S. K. Welling Aditya M. Gokarn
Chairman Managing Director
DIN: 00050943 DIN: 00185458
Place : Bengaluru Naresh Varadarajan Bibhuti Bhusan Mishra
Date : May 30, 2025 Chief Financial Officer Company Secretary
Membership no: A43643
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