w) Provisions and Contingencies
A provision is recognized when as a result of past event, the Company has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefit will be required to settle the obligation.
Provisions (excluding retirement benefits) are determined based on the best estimate required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which the likelihood of an outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
Note 2.1: Critical estimates and judgements
The preparation of Standalone Financial Statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances:
a) Impairment of financial assets:
Provision for expected credit loss on trade receivables
The Company measures expected credit losses for trade receivables using a provision matrix based on collection history and trade receivables having a significant risk of credit deterioration have been assessed for impairment on an individual basis.
Assets are written off when there is no reasonable expectation of recovery based on management assessment. When recoveries are made, these are recognized in the standalone statement of profit and loss.
b) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the financial statement cannot be measured based on quoted prices in active markets, their fair value is measured using internal valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements 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 Standalone Financial Statements.
c) Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.
d) Principal vs Agent
When deciding on the most appropriate basis for presenting revenue or related costs, both the legal form and the substance of the agreement between the Company and the counterparty are reviewed to determine each party’s respective role in the transaction.
The Company evaluates the following control indicators, among others, when determining whether it is acting as a principal or agent in transactions with customers and therefore whether the recording of revenue is on a gross or a net basis:
• the Company is primarily responsible for fulfilling the promise to provide the specified goods or service;
• the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer;
• the Company has discretion in establishing the price for the specified good or service;
• the Company is involved in determining product or service specifications; and
• the Company has discretion in supplier selection.
The Company’s sales are recognized on a gross basis, as the Company is acting as a principal in these transactions at the point where the goods and services are delivered to the customer. The Company evaluates each of these arrangements to determine its performance obligation and appropriate recognition of revenue. The assessment of whether the Company acts as a principal or an agent is judgmental and requires a weighing of the individual factors in reaching a conclusion.
e) Going Concern:
The Company has accumulated losses (negative retained earnings) from its businesses; however, the Management of the Company believes that it is appropriate to prepare these standalone financial statements on a going concern basis considering positive operating margin, available resources, financial ratios, expected dates of realization of financial assets and payment of financial liabilities and current level of operations of the Company and those projected for the foreseeable future.
The Board of Directors of the Company are confident that sufficient cash will be generated from businesses and together with approved unutilized working capital and banking facilities, the Company would be able to meet its operating and capital funding requirements for one year post the signing date.
The Company has only one class of equity shares having a par value of ' 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
The Company has reserved equity shares for issue under the Employee Stock Option Schemes. (Refer Note 39 for details of Employee Stock Option Schemes.)
The compulsory convertible preference shares (CCPS) issued in series A1, A2, A3 and B1 carry a fixed preferential cumulative dividend of 0.0001% per annum to be paid out of the profits of the Company, if any, declared and approved by the Company at its board and general meeting of the members. The holder of the CCPS has voting rights as per the Shareholders Agreement (SHA) and Article of Association (AOA) of the Company. These CCPS have a face value of ' 10/- and were issued at an issue price of ' 1,980 for series A1, series A2 and series A3 and at an issue price of ' 3,771 for series B1. Further, series A2 - 37,374 preference shares of face value ' 10 each, issued at a premium of ' 1,970 (issue price ' 1,980). Series B2 - 76,200 preference shares of face value ' 10 each, have been forfeited during the year ended March 31,2024. These CCPS are compulsory convertible into equity shares upon occurrence of initial public offer (‘IPO’) or completion of 20 years ended from the date of issues i.e. June 03, 2021 for series A1 and A2 and September 06, 2021 for series A3 and December 21,2021 for B1 whichever is earlier. The preference shares shall be converted into equity shares of ' 2/- each in the ratio of 1:1.
The CCPS agreement has a clause pertaining to certain events any of which, if triggered, will require the Company to redeem CCPS in cash. Accordingly, under Ind AS, since the redemption feature is conditional upon any of the specified contingent events not under the control of the Company, the fully paid up CCPS contains a financial liability. These preference shares shall be mandatorily converted into equity shares of ' 2/- each in the ratio of 1:1 on earlier occurrence of initial public offer (‘IPO’) or completion of 20 years, from the date of issue. Hence, these CCPS have been considered as compound financial instruments and classified between liability and equity components.
On March 26, 2024, the terms of CCPS were modified such that on the occurrence of events which can trigger redemption of CCPS, the said redemption may only be carried out with the approval of majority shareholders of the Company in a general meeting as part of Company’s normal decision-making process. Upon such modification of terms, the redemption of CCPS is within the control of the Company and has consequently led to a reclassification of the CCPS from compound financial instruments to instruments entirely equity in nature. As a result, the carrying amounts of liability and equity components of compound financial instruments at the modification date were reclassified to instruments entirely equity in nature for the face value of CCPS and the remaining amount transferred to securities premium during the year ended March 31,2024.
As per the partly paid CCPS terms, the Company is not permitted to make any calls on the balance subscription amount for a certain number of years post allotment within which the CCPS holder has a right at their discretion to acquire shares in the Company at a fixed price subject to down round features. The partly-paid shares represents a written call option which fails to meet the fixed-for- fixed test as per Ind AS 32. Accordingly, these shares are accounted for as derivative financial instruments measured at fair value through profit or loss with the fair value gain/loss being recognised in other income or other expenses, as appropriate.
On March 27, 2024, the partly paid series A2 CCPS were converted to fully paid CCPS and the Company received the remaining subscription amount of ' 73.26 million. This conversion is treated as a gross settlement of derivative over own equity. Thus, the fair value thereof as of the conversion date is derecognised and reclassified to instruments entirely equity in nature for the face value of CCPS and the remaining amount transferred to securities premium during the year ended March 31,2024.
Further, on March 28, 2024, the partly paid Series B2 CCPS were forfeited. This forfeiture is treated as settlement of derivative over own equity. Thus, the fair value thereof as of the settlement date is derecognised and transferred to securities premium during the year ended March 31,2024.
Note 18 (c) - Bonus, sub division and conversion during the year
The Board of Directors, pursuant to the resolutions dated July 10, 2024, approved conversion of:
- 1,67,677 series A1 CCPS having face value of ' 10/- each were converted to 1,67,677 equity shares of ' 10/- each,
- 37,374 series A2 CCPS having face value of ' 10/- each were converted to 37,374 equity shares of ' 10/- each,
- 1,04,974 series A3 CCPS having face value of ' 10/- each were converted to 1,04,974 equity shares of ' 10/- each,
- 69,582 series B1 CCPS having face value of ' 10/- each were converted to 69,582 equity shares having face value of ' 10/- each.
The Board of Directors and shareholders of the Company in their Board meeting and extraordinary general meeting held on July 17, 2024 and July 19, 2024 respectively, approved a bonus issue in the ration of 1:5 equity shares for every equity share and every preference share held by the shareholders of the Company as of July 19, 2024. Accordingly, the Company has allotted fully paid- up 77,07,710 equity shares of ' 10/- each as bonus to the equity shareholders and 14,46,355 preference shares of ' 10/- each as bonus to the preference shareholders, by utilising the balance of securities premium.
Subsequent to this bonus allotment, the Board of Directors and shareholder in their board meeting and extra ordinary general meeting held on aforementioned dates, passed a resolution to split the equity share and preference share of ' 10/- each into ' 2/- per share.
Consequent to the above bonus and split, the revised subscribed and paid-up share capital is as follows:
- 4,62,46,260 equity shares of ' 2 each
- 22,72,440 series A1 CCPS shares of ' 2 each
- 39,77,370 series A3 CCPS shares of ' 2 each
- 24,28,320 series B1 CCPS shares of ' 2 each
The Board of Directors and shareholders pursuant to the resolution dated January 24, 2025 approved conversion of:
- 22,72,440 series A1 CCPS having face value of ' 2 each into 22,72,440 equity shares of ' 2 each,
- 39,77,370 series A3 CCPS having face value of ' 2 each into 39,77,370 equity shares of ' 2 each,
- 24,28,320 series B1 CCPS having face value of ' 2 each into 24,28,320 equity shares having face value of ' 2 each.
Nature/ purpose of each reserve
(a) Securities premium reserve : Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act 2013 (‘Act’)
(b) Debenture redemption reserve : The Company is required to create a debenture redemption reserve out of the profits which is available for redemption of debentures.
(c) Share options outstanding account: The share options outstanding account is used to recognise the grant date fair value of options issued to employees.
(d) Retained earnings : Retained earnings are the profits/(losses) that the company has earned till date, less any transfers to/from general reserve, transfer to / from debenture redemption reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement (loss)/gain on defined benefit plans, net of taxes that will not be reclassified to standalone statement of profit and loss.
Terms of Non-current borrowings:
As at March 31, 2025
During the year ended March 31, 2025, the Company has taken long term rupee loan of ' 150 million for a tenure of 18 months, bearing a coupon rate of 13.20% with interest payable on a monthly rest basis. Repayment of the principal amount commences on a monthly basis following a moratorium period of three months. The borrowing is secured against an interest-free security deposit of ' 52.5 million placed with the lender.
The overall transaction price has been segregated between the interest-free security deposit and the borrowing based on respective fair values.
The Company has also paid a processing fee at the rate of 0.50% on the principal amount of the loan. The overall effective interest rate on the borrowing works out to 18.30%.
The loan agreement includes a prepayment option, under which the Company may prepay the loan anytime after 9 months by paying a premium of 2.00% or 1.00%, depending on the timing of the prepayment. This prepayment option is considered an embedded derivative that is closely related to the host contract as its exercise price on each exercise date is approximately equal to the amortised cost of the host contract. Accordingly, it has not been separated for accounting purposes.
As at March 31, 2024
During the year the Company repaid 400 debentures aggregating to ' 40 million. These debentures are secured by creating first ranking pari-passu floating charge on the trade receivable of the Company both present and future and interest is payable at monthly rest.
Terms of borrowing and nature of security
a) During the year, the Company has availed working capital loan and cash credit facility from banks. The applicable interest ranges from 8.96% to 10.70%. The working capital loan and cash credit facility are secured against the Company’s current assets, fixed deposits and movable fixed assets both current and future and includes interest accrued as at year end.
b) During the year, the Company has entered into recourse bill discounting arrangement for an additional amount of ' 3,992.27 million and repaid ' 4,008.95 million during the year. The said arrangement involves interest ranging from 12.35% to 13.50%, bill discounting charges of 0.25% and settlement fees of range of 0.45% to 1.55% . Further bill discounting arrangement are secured against trade receivables. As at March 31, 2025; loan outstanding amounts to ' 645.18 million (including interest payable of ' 3.18 million).
c) During the year, the Company repaid 100 debentures aggregating to ' 10 million. These debentures are secured by creating first ranking pari-passu floating charge on the trade receivable of the Company both present and future and interest is payable at monthly rest. These non-convertible debentures which are due for repayment on April 09, 2025 are further rolled over for 370 days and due for repayment on April 14, 2026. Since Management intends to repay these debentures utilising IPO proceeds, the same have been classified as current. As at March 31, 2025 debenture outstanding amounts to ' 673.97 million (including interest payable of ' 5.62 million).
d) Fair value of principal repayment of “loan from others” reported under non current borrowings which is due for payment within 12 months post year end March 31,2025 of ' 116.99 million is classified as current borrowing.
e) During the year, the Company has taken short term rupee loan of ' 1,499.84 million and repaid loan of ' 1,320.56 million. As at March 31, 2025, loan outstanding amounts to ' 611.25 million (including interest payable of ' 5.47 million). These borrowings are unsecured and carry interest rate of 12.00% and are repayable on demand by giving 15 days notice.
f) No loans have been guaranteed by directors.
As at March 31, 2024
Terms of borrowing and nature of security
a) During the period, the Company has taken short term rupee loan of ' 100 million. These borrowings are unsecured and carry interest rate of 12.00% and are repayable on demand by giving 15 days notice. Out of ' 664 million loan, the Company has repaid loan of ' 233.50 million during the period.
b) During the period, the Company has entered into recourse bill discounting arrangement for an additional amount of ' 3,741.95 and repaid ' 3,515.52 during the period. The said arrangement involves interest of 11.67%, bill discounting charges of 0.25% and settlement fees of range of 0.75% to 1.58% and includes interest accrued as at period end. further bill discounting arrangement are secured against trade receivables.
c) During the period, the Company has availed working capital loan and cash credit facility from banks. The working capital loan and cash credit facility are secured against the Company’s current assets, fixed deposits and movable fixed assets both current and future and includes interest accrued as at period end.
d) No loans have been guaranteed by directors.
Note 34 - Employee benefit obligations
a) Compensated absences:
The leave obligations cover the Company’s liability for earned leave. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end. The Company’s liability is actuarially determined (using the projected unit credit method) by an independent actuary at the end of each year.
The compensated absences benefit scheme is a long term employee benefit plan and is wholly unfunded. Hence, there are no plan assets attributable to the obligation.
b) Post employment obligations:
Gratuity (unfunded):
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
c) Defined contribution plans:
The Company also has defined contribution plan. Contributions are made to provident fund in India for employees at minimum rate of ' 1,800 per month as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Similarly, the Company also makes contribution to ESIC as per applicable rules. The expense recognised during the year towards defined contribution plan is ' 4.44 million.
Sensitivity analysis
Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarizes the change in defined benefit obligation and impact in percentage terms compared with the reported defined benefit obligation at the end of the reporting year arising on account of an increase or decrease in the reported assumption by 50 basis points.
Note 39 - Share-based payments Employee option plan 2021
The Company has established an equity settled employee stock option scheme 2021 (Arisinfra ESOP-2021) with effect from June 03, 2021 to enable the employees of the company to participate in the future growth and success of the Company. The share options issued under the scheme vest in tranches and are exercisable by the employees subject to completion of certain period of service, which ranges from 1 year to 4 years. The employee option plan is designed to provide incentives to employees above the designation of managers to deliver long-term returns. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Once granted, the options remain exercisable for a period of ten years. Options are granted under the plan for no consideration and carry no dividend or voting rights. The exercise price of the options is ' 10 per option which subsequent to bonus and split has been proportionately reduced to ' 2 per option. When exercisable, each option represents a right to one equity share. Unvested options are forfeited on separation.
Employee option plan 2024
The Company has established a new employee stock option scheme 2024 (Arisinfra ESOP-2024) with effect from July 19, 2024 and subsequently modified on July 31,2024, October 28, 2024 and December 26, 2024 to enable the employees of the Company to participate in the future growth and success of the Company. The share options issued under the scheme vest in tranches and are exercisable by the employees subject to completion of certain period of service. Share options granted during the year under this scheme have performance based vesting conditions (market and non-market) along with time based vesting criteria. Options granted under this plan are for no consideration and carry no dividend or voting rights. When exercisable, each option represents a right to one equity share. Unvested options are forfeited on separation.
Options issued during the year:
Grant 1 (Refer below for model inputs):
Certain options issued as above vest in graded manner and contain only non market performance condition (successful listing of the Company) together with service condition. Since the best available estimate is that the non-market performance condition will be met and thus all such options will vest, the Company has recognised grant date fair value of such options over the estimated vesting period. For options granted that contain a non-market performance condition resulting in a variable vesting period, the Company re-estimates the grant date fair value of those options at subsequent reporting dates if there is a change in the estimate of the vesting period on account of the change in estimate of fulfillment of the non-market performance condition provided the best available estimate is that the non-market performance condition will be satisfied. As a result, the grant date fair value based on the latest estimate of the vesting period is recognised over the revised estimated vesting period.
Grant 2 (Refer below for model inputs):
Certain options issued during the year contain both market performance condition (share price of the Company exceeding certain levels from the reference price, such reference price will be fixed by nomination and remuneration committee (NRC) or Board of the Company) as well as non-market performance condition (successful listing of the Company and meeting certain criteria to be decided by the nomination and remuneration committee (NRC) of the Company including satisfactory achievement of business plan to be determined by the NRC or Board of the Company, which NRC has fixed subsequent to issuing the grant letter to its employee) together with service condition. Since the reference price relating to market performance condition has not been fixed but the option holder has started to provide the services, the grant date has not yet been established for such options and therefore, the Company has recognised the charge in the profit or loss based on the estimated fair value at the reporting date. The Company will continue to estimate the fair value of the options at each reporting date until the grant date is established.
Grant 3 & Grant 4 (Refer below for model inputs):
The share options issued under the scheme vest in tranches and are exercisable by the employees subject to completion of certain period of service, which ranges from 1 year to 4 years. As per the terms of the ESOP stock option plan and the letter issued to employee, the actual price at which the options can be exercised would be fixed by the NRC at a later date that ranges between ' 220- 500 per stock option. Since excerise price of the ESOP stock options is not fixed but the option holder has started to provide the services, the grant date has not yet been established for such options and therefore, the Company has recognised the charge in the profit or loss based on the estimated fair value at the reporting date. The Company will continue to estimate the fair value of the options at each reporting date until the grant date is established.
Set out below is the summary of options granted under the plan.
(i) Fair value of options granted
The fair value at grant date of options granted during the year ended March 31,2025 was was ' 63.78 per option for Grant 1, ' 106.52 per option for Grant 3 and ' 109.03 for Grant 4. The fair value at the grant date is independently determined using the BLack-SchoLes model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
Note 41 - Financial risk management
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Finance risk management of Company is driven by Leadership team and in consultation with external/internal experts subject to necessary supervision. The leadership team is accountable to Board of Directors. They ensure that Company’s financial risk taking activities are governed by appropriate finance risk governance framework, policies and procedures, quarterly review of financial risk and its mitigation plan are being carried out by Board of Directors.
Company operates predominately in India and hence is not exposed to material foreign exchange risk arising from foreign currency transactions.
A. Credit risk
Credit risk is the risk of incurring a loss that may arise from a debtor failing to make required payments. Credit risk arises mainly from outstanding receivables, cash and cash equivalents, advances and security deposits. Company manages and analyse the credit risk for each of its new customers before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to specific industry sectors and/or regions.
Company evaluates 12 months expected credit losses for all the financial assets (other than trade receivables for which life time ECL model is applied) for which credit risk has not increased. In case credit risk has increased significantly, Company considers life time expected credit losses for the purpose of impairment provisioning.
Cash and cash equivalents and bank balances
The Company is also exposed to credit risk on cash and cash equivalents and bank balances other than cash and cash equivalents. These balances are with banks with a high credit rating and are governed by Reserve Bank of India. The Company believes its credit risk in such bank balances is immaterial.
Security deposits and advances
With respect to security deposits and advances, the maximum exposure to credit risk is the carrying amount of these classes of financial assets presented in the Balance Sheet. These are actively monitored and confirmed by the Company. The Company believes its credit risk on account of security deposits, other deposits and other receivables is immaterial.
Trade receivables
Trade receivables are generally unsecured and are derived from revenue earned from customers. 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, also has an influence on credit risk assessment. The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company has taken trade credit insurance of upto ' 350 million to mitigate the risk of default by customers. Under this trade credit insurance, the Company can claim credit losses upto certain pre-defined individual customer limits within the overall limit with such claim being admissible subject to certain terms and conditions. However, in view of minimal claims that the Company has historically made under the trade credit insurance, it continues to make specific and additional loss provisions where it deems necessary based on the inputs it obtains from its sales team. The expected loss rates are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
For trade receivables, the Company applies the simplified approach required by Ind AS 109, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
For receivables, as a practical expedient, Company computes expected credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. Further, in relation to certain customers where legal proceedings have been initiated for recovery are considered for expected credit lose at individual level.
B. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company finance function closely monitors its liquidity management and review its cash requirement on a daily basis. Surplus cash are temporarily invested in Fixed Deposits as per the guidelines approved by Board of Directors. The Company carries out a rolling cash flow forecast on the basis of expected cash flow to monitor the Company net liquidity positions.
The Company based on its future business plan has tied up with banks for an adequate credit arrangement (fund limits) to meet its working capital needs, payment to capital creditors and repayment of borrowing.
D. Interest rate risk
The Company is exposed to risk due to interest rate fluctuation on long term as well as short term borrowings. Such borrowings are based on fixed as well as floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through exercise of prepayment/refinancing options where considered necessary.
Note 42 - Capital management
• The Company’s objective while managing its capital structure is to safeguard its ability to continue as a going concern, optimize returns to shareholders, support business stability and growth and maintain optimal and efficient capital structure so as to reduce the cost of capital.
• The Company’s capital structure is the combination of equity and other borrowings. The capital structure is based on management’s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
• The management and the Board of Directors monitors the capital structure on the basis of Net Debt/Adjusted EBITDA coverage and Debt to Equity ratio. Net debt is calculated as total borrowings less cash and cash equivalents (including fixed deposit grouped under other financial asset) and liquid investments.
Note 43 - Segment information (a) Basis of segment information
The Company is primarily engaged in trading, procuring, supplying, distributing the supply of all kinds of raw materials necessary for creation of infrastructure, buildings and construction to business engaged thereof along with the creation, ownership, supply to create better outcomes in this business. In the context of Ind AS 108 on segment reporting, the management considers the entity as a single operating segment to make decisions about resources to be allocated to the segment and assess its performance. The Company’s chief operating decision maker (i.e. Board of directors) reviews the results of Company as a whole rather than reviewing results of the contracts of similar nature together.
Notes:
1. Net debt =Non current borrowings Current borrowings Current iiabiiities Non-current liabilities Derivative over own equity-Cash and cash equivalents -Bank balance other than cash and cash equivalents
2. Earnings for debt service = Net profit after tax Depreciation and amortisation Finance cost Other adjustments *
* Other adjustments include all non cash items like provision for doubtful debts and net unwinding interest on vendor advances
3. Debt service = Non current borrowings Current borrowings Interest payments lease payments
4. Net working capital = Current assets - Current liabilities
5. EBIT = Profit before tax Finance cost fair value loss on derivative
6. Capital employed = Share capital Reserves excluding revaluation reserve Total current and non current borrowings
(ii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous financial year.
(iii) Disclosure of wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or other lender for the year ended March 31,2025 and March 31,2024.
(iv) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(v) Disclosure of relationship with struck off companies
The Company has no transactions with companies struck off under Companies Act, 2013 or Companies Act, 1956 for the year ended March 31,2025 and March 31,2024.
(vi) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of layers) Rules, 2017 for the year ended March 31,2025 and March 31,2024.
(vii) Utilisation of borrowed funds and share premium
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Valuation of property, plant and equipment, right-of-use assets, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current and previous year.
(x) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken during the current as well as previous financial year.
(xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xii) Borrowing secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by Company with banks and financial institutions are in agreement with the books of accounts.
(xiii) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact in the current or previous financial year.
(xiv) Core investment companies (CIC)
The Company does not have any CICs which are registered/ required to be registered with the Reserve Bank of India for the year ended March 31,2025 and March 31,2024.
Note 48 - Exceptional Item
The Company has incurred certain IPO related expenses such as legal fees, auditor fees, professional fees for industry report, filing fees with stock exchanges, etc. These expenses have been allocated on a systematic basis. The cost allocated for issue of new shares has been recognised within prepaid expenses and will be adjusted against securities premium as permissible under Section 52 of the Companies Act, 2013 during the period of successful completion of Initial Public Offer (IPO). The cost allocated for listing of existing shares has been recognised in the statement of profit & loss as an exceptional item. The cost allocated towards existing shares has been presented as part of operating activities in the statement of cash flows whereas cost allocated towards issue of new shares in proposed IPO has been presented as part of financing activities.
Note 49 - Subsequent events Initial public offer of equity shares
Subsequent to the year ended March 31, 2025, the Company has completed an initial public offering (IPO) and received gross proceeds of ' 4,995.96 millions on account of fresh issue. The Company’s equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on June 25, 2025.
In terms of our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration No: 012754N/N500016 of Arisinfra Solutions Limited
(Formerly known as Arisinfra Solutions Private Limited)
Nitin Khatri Ronak K. Morbia Bhavik J. Khara
Partner Chairman and Managing Director Whole-time Director
Membership No. 110282 DIN: 09062500 DIN: 09095925
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 13, 2025 Date : July 13, 2025 Date : July 13, 2025
Srinivasan Gopalan Amit Gala Latesh Shah
Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date : July 13, 2025 Date : July 13, 2025 Date : July 13, 2025
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