K Provision, contingent liabilities and contingent assets
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised under finance costs. Expected future operating losses are not provided for. Provision in respect of loss contingencies relating to claims, litigations, assessments, fines and penalties are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.
Contingent liabilities and contingent assets:
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote.
Contingent assets are not recognised in Standalone Financial Statements since this may result in the recognition of income that may never be realised.
However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.
L Earnings per share
Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.
M Cash flow statement
Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Company are segregated.
N Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.
O Foreign currency transactions and balances
In preparing the Standalone Financial Statements of the Company, transactions in currencies other than the Company's functional currency (i.e. foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date.
Monetary assets and liabilities denominated in foreign currencies are translated at INR spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss.
Net loss relating to translation or settlement of borrowings denominated in foreign currency are reported within finance costs. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.
P Financial liabilities and equity instruments:
Classification as debt or equity:
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments:
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company are recognised at the proceeds received, net of direct issue costs.
Q 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. For the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
Notes:
1. There are no projects as capital work in Progress as at March 31, 2025 and March 31, 2024 whose completion is overdue or cost of which exceeds in comparison to its original plan.
2. Project execution plans are reviewed periodically on the basis of management judgement and estimates w.r.t future technology and development/economy/industry/regulatory environment and all the projects are assessed as per periodic plans.
3. A Writ Petition No. 18735 of 2024, was filed in July, 2024 by local residents before the High Court for the State of Telangana at Hyderabad (“Court") against the Company and on other government departments, in relation to the property purchased by the Company in Sy. No. 55 of the Mangampet village from the Telangana State Industrial Infrastructure Corporation Limited (“Schedule Property"). Company has filed a response on September 9, 2024, against the petition. The matter is currently pending before Hon'ble High Court. Management is confident on favourable outcome of this matter.
between the Company & Leo Primecomp Private Limited ('Leo Prime'), during the quarter ended September 30, 2024, Azad Prime has issued additional equity shares to Leo Prime, consequently, the revised shareholding stands at 51% by Company and 49% by Leo Prime. Further as per terms of SHA, the Company has Call Option [right to buy] and Leo Prime has Put Option [right to Sell] - to the equity shares owned by Leo Prime upon occurrence of events agreed in SHA. Price payable to the Call Option / Put Option, by the Transferor for the purchase/sale of the securities pursuant to exercise of the qualified Call Option / Put Option on account of events mentioned in SHA - shall be the higher of: (i) Fair Market Value of the securities held by such Call / Put Option Transferor as on the date of such purchase/sale, or (ii) an amount of INR 225.63 Mn. During quarter ended December 31, 2024, the Company has paid an advance of ? 54.13 Mn to purchase the balance 49% of Shares held by Leo Prime on occurrence of the events as mentioned in SHA. The said advance is non-refundable and such amount shall be deducted from any amount payable to the Leo Prime pursuant to exercise of Call/Put Option. The Company has evaluated above transaction and accounted as per applicable accounting standards.
2. The Company was Initial subscriber with 100% shareholding in its Subsidiary - Azad VTC Private Limited. As per terms of Shareholders Agreement ["SHA"] dated May 9, 2024 entered between the Company and other shareholder, during the quarter ended September 30, 2024, Azad VTC has issued additional equity shares to other shareholder, consequently, the revised shareholding stands at 51% by Holding Company and 49% by other shareholder. Further, as per terms of SHA, the Company has an Call Option [right to buy] to purchase the shares held by other shareholder. The Company paid an advance of ? 23.3 Mn to other shareholder to acquire the remaining 49% of shares in the future. This amount is refundable and can be deducted from amount payable to the other share holder on exercise of Call Option. The Company has evaluated above transaction and accounted as per applicable accounting standards.
Note: Intercorporate loans are given to Azad VTC Private Limited and Azad Prime Private Limited (Subsidiaries) which are unsecured and carry simple interest of not exceeding 10% per annum. Early repayment of loan is allowed and repayments first shall be applied to Interest accrued and then to outstanding Principal.(Maximum amount outstanding during the year is 188.88 Mn)
During previous year:
(a) Further, the issued, subscribed and paid-up share capital consisting of 16,51,826 equity shares of the Company having face value of ?. 10 each shall stand sub-divided into 82,59,130 equity shares having face value of ?. 2 each w.e.f., September 12, 2023 without altering the aggregate amount of such capital and shall rank pari passu in all respects and carry the same rights as to the existing fully paid-up equity shares of ? 10 each of the Company.
(b) Issue of fully paid bonus shares of ?.2 each in proportion of 5 equity shares for every 1 existing equity share by capitalizing a sum of ?. 82.59 from the retained earnings available with the Company.
(c) On December 11, 2023, Compulsorily Convertible Debentures of Piramal Structured Credit Opportunities Fund, were converted into 4,978,062 Equity Shares.
(iii) Rights, preferences and restrictions attached to equity shares of ? 2 each, fully paid up:
The Company had only one class of equity shares having par value of ? 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends 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 of the Company, the holders of equity shares will 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 the shareholders.
i) Terms of long term loan from consortium banks (Union Bank of India(UBI), IndusInd Bank Limited(IndusInd), ICICI Bank Limited(ICICI))
The Company has taken the term loan under consortium arrangement which is lead by UBI- ? 411.80 (March 31, 2024: Nil), IndusInd ? 420.04 (March 31, 2024: Nil) and ICICI Bank ? 394.56 (March 31, 2024: ? 87.20) as other members, with interest rate ranging from 6.5%-10.9% which are repayable in 3 quarterly and 13-66 monthly equal installments for IndusInd, ICICI & UBI respectively.
The primary security for the loans consists of:
a. First pari-passu charge by way of hypothecation on the Company's entire property, plant and equipment (present and future).
b. Second pari-passu charge by way of hypothecation on the company's entire current assets (present and future).
The collateral security for the loan includes:
a. First pari passu charge on Phase III Industrial Park APIIC plot 17/B Pashamylaram, Patancheru, Medak Hyderabad 502307 Sangareddy Telangana India.
b. First pari passu charge on Plot no. 85 to 92,118,119 SYNO 340 Mulugumandal jyotishmathi college TunikiBollarum Medak 502279 Siddipet Telangana India.
(ii) Terms of Long-Term Loan (Equipment Finance) from HDFC Bank
The Company has taken equipment finance loan with interest rate 9.4% repayable in 72 monthly equal installments which is secured by way of Hypothecation of machinery purchased / to be purchased out of fund. Outstanding balance as of ? 187.04 (March 31, 2024: Nil)
(iii) Terms of Long-Term Loan (Equipment Finance) from Yes Bank
The Company has taken Equipment Finance loan with interest rate ranging from 9.25%-10.5% repayable in 24-60 monthly equal installments which is secured by way of Hypothecation of machinery purchased / to be purchased out of fund. Outstanding balance of ? 227.67 (March 31, 2024: ? 30.55)
(iv) Terms of Long-Term Loan (Equipment Finance) from TATA Capital
The Company has taken Equipment Finance loan with interest rate ranging from 11%-15.55% repayable in 48-60 monthly equal/unequal installments which is secured by way of Hypothecation of machinery purchased / to be purchased out of fund. Outstanding balance of ? 236.53 (March 31, 2024: ? 213.24)
(v) Vehicle loans
The Company has taken vehicle loans from Yes bank ? 4.32 (March 31, 2024: ? 8.45), IDFC First bank ? 1.24 (March 31, 2024: ? 6.10), HDFC Bank ? 20.98 (March 31, 2024: ? 22.03) and Bank of Baroda ? 12.30 (March 31, 2024: ? Nil) with interest ranging from 8.06% to 11.04% which are repayable in 24-39 monthly equal installments. The said loans are secured by way of hypothecation on vehicles purchased.
Details of terms and security in respect of the short-term borrowings:
1. The Company has taken working capital demand loan under consortium arrangement which is lead by UBI ? 148.15 (March 31, 2024: Nil) and has IndusInd ? 171.49 (March 31, 2024: Nil) and ICICI Bank ? 147.25 (March 31, 2024: ? 4.00) as other members, with interest rate ranging from 6.3%-9.75% and repayable on demand.
The primary security for the loans consists of:
a. First pari-passu charge by way of hypothecation on the company's entire fixed assets (present and future).
b. First pari-passu charge by way of hypothecation on the company's entire current assets (present and future). The collateral security for the loan includes:
a. First pari passu charge on Phase III Industrial Park APIIC plot 17/B Pashamylaram, Patancheru, Medak Hyderabad 502307 Sangareddy Telangana India.
b. First pari passu charge on Plot no. 85 to 92,118,119 SYNO 340 Mulugumandal jyotishmathi college TunikiBollarum Medak 502279 Siddipet Telangana India.
Direct tax:
For AY 2022-23, a demand of ? 15.71 arose out of an intimation order dated July 26, 2023 passed u/s 143(1) on processing of return of income. The demand was due to credit not allowed in respect of a challan of ? 2.00 due to mismatch and denial of deduction claimed u/s 80JJAA amounting to ? 33.76. The Company has submitted a request for allowing the credit and submitted necessary application to the authority seeking relief in this matter. Based on the facts and circumstances of the case, management is of the view that application would be considered favourably by the respective authority and necessary relief would be granted.
For AY 2021-22 a demand of ? 3.96 was received vide an intimation order dated March 7, 2023 passed u/s 143(1) while processing the of return of income. The demand arose due to denial of deduction claimed u/s 80JJAA amounting to ? 7.72. However, the management has submitted necessary application to the authority seeking relief in this matter, based on the facts and circumstances of the case, necessary relief would be granted.
Goods and Services Tax Act, 2017
The Company has received an order from the Office of Commissioner Appeals, GST and Central Tax, demanding a payment of ? 4.22 for the period January 2022 to March 2022 vide Appeal No. 01/2023 (MD) DGST/1455 and ? 5.29 for the period April 2022 to July 2022 vide Appeal No. 01/2023 (MD) DGST/1455 due to an excess refund claimed. This demand is based on findings related to the improper calculation of the turnover of zero-rated supplies, irregular availment of Input Tax Credit (ITC) on capital goods, and the inclusion of ineligible credit in the Net ITC used to determine the eligible refund amount. The management believes there are valid grounds to contest this order and intends to file an appeal with the GST Tribunal. The Company is in the process of filing an appeal before the Appellate tribunal.
An order of demand has been issued by the Assistant Commissioner of Central Tax dated August 31, 2024 for the Financial Years 2019-20 and 2020-21. The demand includes the tax liability amounting to INR 3.69 along with interest and penalties. This arises from observations made by the GST department during an audit of the company's books of accounts, for alleged short payment of GST, availment of Blocked Input Tax Credit, and non-payment of GST on certain other income. The management has evaluated the matters raised in the demand order and, based on its assessment, has decided to file an appeal with the Commissioner (Appeals) for the alleged short payment of GST and non-payment of GST on other income amounting to INR 2.58. The balance amount of tax of Rs. 1.11 is discharged. The appeal has been submitted for both the years on November 27, 2024 and the same is pending for hearing.
Customs duty:
All of the customs duty notices relate to Advance authorization/ EPCG Authorization licenses granted to the company. These licenses will enable the company to import the goods by claiming upfront exemption from payment of customs duty for Raw materials and Capital equipment's respectively. However, the grant of these licenses stipulate for fulfillment of specified export obligation. While the company has largely met the stipulated export obligation, it is yet to obtain and submit export obligation discharge certificate to the customs authorities. The reason for non submission of this document is attributable to delay in fixation of norms by norms committee. The Company has received intimation from Customs towards payment of duty amounting to ? 75.11 (March 31, 2024 : ? 75.11 ). Thus, as soon as the input output norms are finalized the company will furnish the requisite documents to customs authorities asking for the closure of the issue.
32 Earnings per share (EPS)
Basic earnings per share amounts is calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share amounts is calculated by dividing the profit attributable to equity holders 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.
a. Share split of one equity share having face value of ? 10 each into 5 shares of ? 2 each and
b. Issue of fully paid bonus shares of ? 2 each in proportion of five equity shares for every one existing equity share.
33 Segment reporting
In accordance with Ind AS 108 - 'Operating segments', segment information has been disclosed in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is provided in the standalone financial statements.
34 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:
The amount due to Micro and Small Enterprises as defined in the 'The Micro, Small and Medium Enterprises Development Act, 2006' has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to Micro, Small and Medium Enterprises are as under:
35. Employee benefits
a) Defined contribution plan
Provident Fund: Contributions were made to provident fund and Employee State Insurance in India for the employees of the Company as per the regulations. These contributions are made to registered funds administered by the Government of India. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any other constructive obligation.
b) Defined benefit plan
Gratuity: The Company provides Gratuity for employees in India as per the Payment of Gratuity Act, 1972. All employees are entitled to gratuity benefits on exit from service due to retirement, resignation or death. There is a vesting period of 5 years on exits due to retirement or resignation. This defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk. The present value of the defined benefit obligation and the relevant current service cost are measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance sheet date.
c) Amounts recognised as expense:
i) Defined contribution plan Provident fund
Contribution towards employee provident fund, which is a defined contribution plan for the year March 31, 2025 aggregated to ? 17.72 (March 31, 2024 : ? 16.87) (refer note 26)
Employees' State Insurance & Labour welfare fund
Contribution towards Employees' State Insurance & Labour welfare fund, which is a defined contribution plan for the year March 31, 2025 aggregated to ? 3.82 (March 31, 2024 : ? 5.14) (refer note 26)
ii) Defined benefit plan
Gratuity expenses for the year March 31, 2025 aggregated to ? 11.47 (March 31, 2024: ? 9.29). The
The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables, and other current financial assets and 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.
Note 1: For the purpose of above abbreviations, FVTOCI - Fair value through other comprehensive income; amortised cost - fair value through amortized cost.
Note 2: Other financial assets and liabilities relate to level 3 financial instruments where the carrying value reasonably
approximates to their fair value.
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• 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). There have been no transfers among level 1, level 2 and Level 3 during the year
The Company risk management is carried out by the senior management under policies approved by the board of directors. The board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk and liquidity risk.
Risk management framework
The board of directors have overall responsibility for the risk management framework. The board of directors are responsible for developing and monitoring the risk management policies. The board of directors monitors the compliance with the risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
The risk management policies are to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
A. Credit risk
i. Credit risk management
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. Credit risk arises principally from the Company's receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month's operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
ii. Trade receivables
Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
B. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company has secured loans from bank that contain loan covenants. A future breach of covenant may require the Company to repay the loan earlier than indicated in the above table.
C. 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 borrowings and derivative financial instruments.
(i) Interest rate risk
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a different currency from the Company's functional currency).
The following table demonstrates the sensitivity to a reasonably possible change in the USD/EUR exchange rate (or any other material currency), with all other variables held constant, of the Company's profit before tax (due to changes in the fair value of monetary assets and liabilities). The Company's exposure to foreign currency changes for all other currencies is not material.
37 Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Company defines as result from operating activities divided by total shareholders' equity. The Board of Directors also monitors the level of dividends to equity shareholders.
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximize the shareholder value and to ensure the Company's ability to continue as a going concern.
The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of non-current borrowing which represents liability component of Compulsory Convertible Debentures and current borrowing from banks and financial institutions. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
Performance obligation:
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 Job work services is satisfied at point of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of the job work and acceptance of the customer.
40
The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
41 Subsequent events
No Significant Subsequent events have been observed which may require an adjustment / disclosure to the financial statements
42 Utilisation of funds raised through initial public offer (IPO)
The Company has completed an Initial Public Offer ("IPO") of 14,122,108 Equity Shares at the face value of Rs 2/- each at an issue price of Rs 524/- per Equity share, comprising a fresh issue of 4,580,151 shares.
Rs. 2,227.49 Mn have been received in the Escrow account (net off estimated offer expenses Rs 172.51 Mn) from proceeds of fresh issue of equity shares. Full amount of Rs. 2,227.49 Mn have been transferred to the company's account. Further, the fund raised from Offer for sale were remitted to the selling shareholders (net off estimated offer expenses borne / to be borne by the selling shareholders). The utilisation of the net proceeds is summarised as below: * The Company has utilised Rs. 420.00 Mn towards General Corporate Purpose as against the estimated amount of Rs. 241.66 Mn stated in the prospectus. The excess utilisation of Rs.178.34 Mn is from the proceeds estimated for the capital expenditure and Repayment of borrowings availed by the Company. However, these amounts are within the limits of 25% of gross proceeds of fresh issue as set out in the prospectus as per the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and above revisions are considered at the board meeting of the Company.
43
During the quarter ended March 31, 2025, pursuant to Qualified Institutions Placement ('QIP') the Company issued and allotted 5,468,750 equity shares of face value of ? 2 each, to eligible Qualified Institutional Buyers ('QIBs') at the issue price of Rs. 1280 (including a premium of Rs. 1278 per equity share) aggregating to ? 7,000.00 million. The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
As per placement document dated March 3, 2025, the net proceeds from the Issue ? 6812.10 Mn, is after deducting fees, commissions and expenses of the Issue ? 187.90 Mn. Issue Expenses (excluding GST) - Rs. 159.33 Mn was adjusted against the securities premium.
Out of Net QIP Proceeds, ? 436.72 million was utilised towards Funding and part-funding the capital expenditure of our Company, general corporate purpose and the balance unutilised ? 6,375.38 million as at March 31, 2025, where temporarily invested as deposits with scheduled commercial banks and balance lying in monitoring account.
44 Other disclosures
(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(b) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(d) The Company have not traded or invested in Crypto currency or Virtual currency during the financial year.
(e) The Company have 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: (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(f) The Company have 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: (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(g) 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 provisions of the Income Tax Act, 1961).
(h) The Company does not have any borrowings from banks and financial institutions that are used for any other purpose other than the specific purpose for which it was taken at the reporting balance sheet date.
(i) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(j) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender during the any reporting period.
(k) There are no scheme of arrangements which have been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the reporting period.
(l) The Company has neither declared nor paid any dividend during the reporting period.
(m) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) are held in the name of the Company except for building constructed on the lease hold land as disclosed in note 3(a) and 3(b) in the standalone financial statements.
(n) The Company has not revalued its property, plant and equipment during the financial year 2024-25.
(o) The stock statements filed by the Company with the banks are in agreement with the books of accounts of the
Company.
(p) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that audit trail feature was not enabled at the database level in respect of accounting software to log any direct data changes.
Further, to the extent enabled, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting software. Also, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
(q) During the year, the company has approved Azad ESOP Scheme - 2024 at the members general meeting dated January 28, 2025. As of reporting date, no options are granted to employees.
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Note on Social Security Code: The date on which the Code of Social Security, 2020 ('The Code') relating to employee benefits during employment and post-employment benefits will come into effect is yet to be notified and the related rules are yet to be finalised. The Company will evaluate the code and its rules, assess the impact, if any and account for the same once they become effective.
The standalone financial statements were approved by the Board of Directors and authorised for issue on May 23, 2025.
As per our report even date
For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Azad Engineering Limited (Formerly Azad Engineering Private Limited)
ICAI Firm Registration No.:105047W
Ananthakrishnan Govindan Rakesh Chopdar Vishnu Pramodkumar Malpani
Partner Chairman and CEO Whole time Director
Membership No: 205226 DIN: 01795599 DIN : 10307319
Ronak Jajoo Ful Kumar Gautam
Chief Financial Officer Company Secretary
M No: A49550
Place: Hyderabad Place: Hyderabad Place: Hyderabad
Date: May 23, 2025 Date: May 23, 2025 Date: May 23, 2025
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