m) Provisions and Contingencies
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of time value of money is material, provisions are discounted using a current pre¬ tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
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 likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
Provisions and contingencies are reviewed at each Balance Sheet date.
n) Cash and Cash Equivalents
Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances and demand deposits with banks where the original maturity is three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
o) Employee Benefits
Short Term Employee Benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognized as an expense at the undiscounted amount in the Statement of Profit & Loss of the year in which related service is rendered.
Post-Employment Benefits:
I. Defined Contribution plans (Provident Fund):
Contributions under Defined Contribution Plans payable in keeping with the related schemes are recognised as expenses for the period in which the employee has rendered the service.
II. Defined Benefit plans (Gratuity Fund):
a. The liability or asset recognised in the balance sheet in respect of defined benefit plans is the present value of the defined benefits obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the Projected Unit Credit Method as per Ind AS 19 at the year end.
b. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on Government bonds that have terms approximating to the terms of the related obligations.
c. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in Employees Benefits Expense in the statement of profit and loss.
d. Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the statement of changes in equity.
e. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the profit or loss as past service cost.
Other employee benefit obligations (Compensated Absences):
The liabilities for earned leave and sick leave are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are measured annually by actuaries as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method as per Ind AS 19. The benefits are discounted using the market yields on Government bonds at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a
result of experience adjustments and changes in actuarial assumptions are recognized in the statement of profit and loss. Entitlements to annual leave (earned leave) are recognized when they accrue to employees. They can either be availed or encashed subject to a restriction on the maximum number of accumulation of leave.
p) Employee Stock Options Scheme/ Share based payments
The grant date fair value of equity settled share based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted.
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of the vesting period, the entity revises its estimates of the number of options that are expected to vest based on the non market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in the Statement of Profit or Loss, with a corresponding adjustment to equity.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
q) Research and Development
Expenditure on research is recognized as an expense when it is incurred. Expenditure on development which does not meet the criteria for recognition as an intangible asset is recognized as an expense when it is incurred.
Items of property, plant and equipment and acquired Intangible Assets utilized for Research and Development are capitalized and depreciated in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.
r) Borrowing Cost
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Other borrowing costs are expensed in the period in which they are incurred.
s) Events after Reporting date
If the Company receives information after the reporting period, but prior to the date of approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its separate financial statements. The Company will adjust the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non¬ adjusting events after the reporting period, the Company will not change the amounts recognised in its financial statements but will disclose the nature of the non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
t) Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.
Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as share split that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders are divided with the weighted average number of shares
outstanding during the year after adjustment for the effects of all dilutive potential equity shares.
u) Dividend Distribution to Equity-holders
The Company recognises a liability to pay final dividend to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
v) Business Combination
Business combination involving entities or businesses under common control are accounted in accordance with the scheme approved by National Company Law Tribunal where in Pooling of Interests Method of accounting is used as laid down in Appendix C of Ind AS 103. Accordingly, the Company will record the assets and liabilities of the Transferor entity at their carrying amounts as reflected in consolidated financial statements of the Holding Company. No adjustments are made to reflect fair values or recognize any new assets or liabilities. The identity of the reserves is preserved and the difference, if any, between the consideration and the net assets acquired is adjusted in capital reserve.
The standalone financial statements are restated for comparative period, as if the amalgamation had occurred from the beginning of the earliest period presented. However, if common control over the Transferor and Transferee Company came into existence after that date, the prior period information shall be restated only from the date of the Common Control. Refer Note 52.
w) Exceptional Items
Exceptional items are those items that management considers, by virtue of their size or incidence (including but not limited to impairment charges, divestments and acquisition and restructuring related costs), should be disclosed separately to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. Such items are material by nature or amount to the year's result and require separate disclosure in accordance with Ind AS. The determination as to which items should be disclosed separately requires a degree of judgement. The details of exceptional items are set out in Note 7.
3.1 Key Accounting Estimates & Judgements
The preparation of the Company's financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
a. Income taxes
Deferred tax assets are recognised for items allowable on payment basis in income tax computation / unused tax losses to the extent is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies including amount expected to be paid / recovered for uncertain tax positions (Refer Note 11 & 12).
b. Property, Plant and Equipment and Useful Life of PPE and Intangible Assets
Management reviews its estimate of useful lives of property, plant and equipment at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of property, plant and equipment. Also Refer note 6(A).
c. Defined Benefit Plans
Post-employment benefits represents obligation that will be settled in future and require assumptions to project benefit obligations. Post-employment benefits
accounting is intended to reflect the recognition of future benefits cost over the employee's approximate service period, based on the terms of plans and the investment and funding decisions made. The accounting requires the Company to make assumptions regarding variables such as discount rate, rate of compensation increase and future mortality rates. Changes in these key assumptions can have a significant impact on the defined benefit obligations, funding requirements and benefit costs incurred. Refer Note 43.
d. Fair value measurement of Financial Instruments
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.
e. Provisions and Contingencies
Legal proceedings covering a range of matters are pending against the Company. Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcomes. The cases and claims against the Company often raise difficult and complex factual and legal issues that are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law, in the normal course of business. The Company consults with legal counsel and certain other experts on matters related to litigations. The Company accrues a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.
f. Impairment of Investments in Subsidiaries — Notes 2.3(h) and Notes 2.3 (j)
Determining whether the investments in subsidiaries are impaired requires an estimate of the value in use of investments. In considering the value in use, the management anticipates the future projections, order book, operating margins, discount rates and other factors of the underlying businesses/ operations of the subsidiaries.
3.2 New and amended standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(a) Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short- duration contracts
The application of Ind AS 117 does not have material impact on the Company's standalone financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
(b) Amendments to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian
Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendments do not have a material impact on the Company's standalone financial statements.
3.3 Climate - related matters
The Company considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Company due to both physical and transition risks. Even though the Company believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the financial statements. Even though climate-related risks might not currently have a significant impact on measurement, the Company is closely monitoring relevant changes and developments, such as new climate-related legislation. The items and considerations that are most directly impacted by climate-related matters are:
- Useful life of property, plant and equipment. When reviewing the residual values and expected useful lives of assets, the Company considers climate- related matters, such as climate-related legislation and regulations that may restrict the use of assets or require significant capital expenditures.
Additional Information:
a) The Company has given corporate guarantees on behalf of M/s. Ramkrishna Casting Solution Limited (Formerly known as JMT Auto Limited) amounting to ? 19,800.00 lakhs (March 31, 2024: ? 10,000.00 lakhs), M/s. Ramkrishna Forgings LLC, USA amounting to ? 4,273.50 lakhs which is equivalent to $ 50.00 lakhs (March 31,2024: ? 2,919.18 lakhs which is equivalent to $ 35.00 lakhs) and M/s. Ramkrishna Forgings Mexico S.A. de C.V, Mexico amounting to ? 5,683.76 lakhs which is equivalent to $ 66.50 lakhs (March 31,2024: ? Nil). (Refer note 35A & 39)
b) The Company has given bank guarantees on behalf of M/s. Ramkrishna Titagarh Rail Wheels Limited amounting to ? 3,750 lakhs (March 31, 2024: ? 3,750.00 lakhs). (Refer note 35A & 39)
c) A Joint Venture company named Ramkrishna Titagarh Rail Wheels Limited ("RTRWL') was incorporated on June 09, 2023 having Ramkrishna Forgings Limited ("RKFL") and Titagarh Rail Systems Limited (TRSL") as Joint Venturers. RTRWL will be engaged in manufacturing and supply of forged wheels under long term agreement under Aatma Nirbhar Bharat.
d) On July 21,2023, the Board of Directors of the Company had approved acquisition of Multitech Auto Private Limited ('MAPL') and Mal Metalliks Private Limited ('MMPL', a wholly owned subsidiary of MAPL). On August 23, 2023, the Company had acquired 100% equity in MAPL including it's wholly owned subsidiary MMPL at a consideration of ? 20,238.65 lakhs. The Company has also incurred direct expenses amounting to ? 278.16 lakhs on such acquisition.
e) The Board of Directors of the Company in its meeting dated December 14, 2022 had approved an investment to acquire upto 51% voting rights of Tsuyo Manufacturing Pvt Ltd ("TMPL"), a Make-In-India start-up company engaged in powertrain solutions for electric vehicles and had invested ? 1,000.00 lakhs via Optionally Convertible Debentures (OCD) convertible into equity shares in financial year 2023-24, at the option of the Company, in accordance with a pre¬ determined conversion formula. In the current year, the Company entered into a settlement agreement to redeem the OCDs as per the prescribed schedule and the company has reclassified part of the investment as current based on prescribed schedule as per the agreement. The Company has redeemed 30,000 OCDs amounting to ? 300.00 lakhs in the current year and expects to redeem around 55,000 OCDs amounting to ? 550.00 lakhs in the financial year 2025¬ 26.
f) The Board of Directors of the Company had approved disinvestment of 100% equity stake held in Globe All India Services Limited, a subsidiary company to Yatra Online Limited for an aggregate consideration of ? 12,800.00 lakhs against which the entire consideration had been received in the current year. Exceptional item of ? 10,287.33 lakhs represents net gain on sale of investments in the aforesaid subsidiary (after netting off related expenses amounting to ? 602.85 lakhs and cost of acquisition of investment in subsidiary amounting to ? 1,909.82 lakhs).
g) On July 24, 2024, the Board of Directors of the Company had approved acquisition of Resortes Libertad, S.A. de C.V. ('RSLV'). On August 12, 2024, the Company had acquired 100% equity in RSLV at a consideration of ? 346.92 lakhs. The name of Resortes Libertad, S.A. de C.V. had been subsequently changed to Ramkrishna Forgings Mexico S.A. DE. C.V. The Company has further invested ? 2,106.85 lakhs for the year ended March 31,2025 resulting in total investment of ? 2,453.77 lakhs (excluding corporate gurantee fees) as at March 31, 2025. Refer note 39.
$ The Company had given advances to M/s. Ramkrishna Forgings Limited Employee Welfare Trust ("the trust") which would be recovered from the trust on issue of the shares, under Ramkrishna Forgings Limited - Employee Stock Option Plan 2023 (RKFL ESOP Scheme 2023), to the employees in terms of the scheme. The amount of advance receivable from the trust as at March 31, 2025 is ? 1,022.93 lakhs (March 31,2024: ? Nil). (Refer note 16(f) and 39).
# Includes ? 489.15 lakhs from Jharkhand Bidyut Vitra Nigam Ltd. ('JBVNL'). In compliance with the Hon'ble Supreme Court order for Civil appeal no. 6145 of 2010, JBVNL has revised the electricity bill for the excess amount paid by the Company. JBVNL did not pay the interest as per the Regulation. The Company had moved to Vidyut Upvogta Sikayat Niwaran Forum ("VUSNF") for the non-payment of interest and was awarded a favourable order by VUSNF. Due to non-compliance of the order of VUSNF by JBVNL, the Company approached the Jharkhand State Electricity Regulatory Commission ("JSERC") for compliance of the order of VUSNF by JBVNL.
* Includes receivable from subsidiaries of the Company ? 378.80 lakhs (March 31,2024 : ? 72.29 lakhs), being interest income on loan. (Refer note 39)
A The Company has complied with provisions of section 62 of the Companies Act, 2013, as applicable, in respect of the preferential allotment of shares during the year. The funds raised, have been used for the purposes for which the funds were raised. The Company has not made any private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence reporting under section 42 of the Companies Act is not applicable.
c) Pursuant to approval of shareholders in Extra-Ordinary General Meeting (EGM) dated October 12, 2022, the Company, on October 26, 2022, had allotted 46,00,000 warrants, each convertible into one equity share of face value of ?2/- each, on preferential basis at an issue price of ? 205/- each upon receipt of 25% of the issue price (i.e. ? 51.25 per warrant) as warrant subscription money amounting to ? 2,357.50 Lakhs.
Subsequently, pursuant to approval of Board of Directors on September 30, 2023 for allotment of equity shares of face value of ? 2/- each upon conversion of warrants, the Company has allotted 46,00,000 equity shares (face value of ?2/- each) on exercise of 46,00,000 warrants upon receipt of balance amount aggregating to ? 7,072.50 lakhs (being 75% of the issue price of ?205/- each) from the warrant holders on exercise of their rights of conversion into equity shares in compliance of section 42 & other related provisions of Companies Act 2013.
d) During the FY 2023-24, the Company has issued & allotted, 1,62,86,644 equity shares of ? 2/- each in Qualified Institutions Placement ('QIP') at an issue price of ? 614/- per share (including securities premium of ? 612/- per share) aggregating to ? 99,999.99 lakhs. The issue was made through QIP in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 ( SEBI Regulation) as amended, Sec 42, Sec 62 & other related provisions of Companies Act 2013.
Pursuant to the allotment of equity shares in the QIP, the paid up equity share capital of the Company has increased from ? 3,289.79 lakhs comprising of 16,44,89,535 equity shares to ? 3,615.52 lakhs comprising of 18,07,76,179 equity shares.
The Company had incurred expenses amounting to ? 2,183.35 lakhs towards issuance of equity shares which have been debited to securities premium account.
The net proceeds from the issue has been utilized towards repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by our Company, funding of working capital requirements of the Company and general corporate purpose.
e) The Board of Directors of the Company at its meeting held on October 24, 2024 and January 17, 2025 has allotted 52,460 and 2,01,965 equity shares of ? 2/- each at the grant price of ? 80/- per share(including the premium of ? 78/- per share) and ? 556/- per share (including the premium of ? 554/- per share) to the Ramkrishna Forgings Limited
Employee Welfare Trust ('RKFL ESOP Trust') under the Ramkrishna Forgings Limited - Employee Stock Option Plan 2015 ('RKFL ESOP Scheme 2015') and Ramkrishna Forgings Limited - Employee Stock Option Plan 2023 ('RKFL ESOP Scheme 2023') respectively. The Company has complied with provisions of section 62 of the Companies Act, 2013, as applicable, in respect of the preferential allotment of shares during the year. The Company has not made any private placement of shares /fully or partially or optionally convertible debentures during the year under section 42 of the Companies Act.
f) The Company had given advances to M/s. Ramkrishna Forgings Limited Employee Welfare Trust ("the trust") which would be recovered from the trust on issue of the shares, under Ramkrishna Forgings Limited - Employee Stock Option Plan 2015 (RKFL ESOP Scheme 2015) and RKF Limited Employee Stock Option Scheme 2023 (RKFL ESOP Scheme 2023), to the employees in terms of the scheme. The amount of advance receivable from the trust as at March 31, 2025 is ? 1,022.93 lakhs (March 31, 2024: ? Nil) which has been disclosed under 'Other Financial Assets - Others' (refer note 10, 32 and 39)
g) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of ? 2/- per share (March 31, 2024: ? 2/- each). Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The final 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.
h) The Company being ultimate holding company, there are no shares held by any other holding, ultimate holding company and their subsidiaries / associates. Details of shareholders holding more than 5% shares in the Company is given as below:
The above maturity is based on the total principal outstanding gross of the processing fees and charges of ? 543.59 lakhs.
18.3. The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year / previous year on the basis of securities as mentioned in note 18.1 above. Pending completion of the independent investigation being carried out by the external agencies, the Company is unable to determine as to whether the quarterly returns/statements filed with such banks are in agreement with the unaudited books of accounts.
The Company do not have sanctioned working capital limits in excess of Rs. five crores in aggregate from financial institutions during the year on the basis of security of current assets of the Company.
18.4 The Company's bank loan agreements contain compliance with certain financial ratios for the year ended March 31, 2025 and March 31, 2024. The Company has satisfied all the debt covenants for the year ended March 31, 2025, except for debt covenant in respect of loan from one bank which has been classified as current in accordance the terms of the loan agreement.
18.5 Term loans were applied for the purpose for which the loans were obtained.
F. Terms and conditions of transactions with related parties Sales to related parties
The Company enters into sales transactions with related parties where prices are agreed at cost to the Company plus pre-agreed mark-up. Transactions entered during the year were in ordinary course of business and are on arm's length basis. In case of scrap sales to related parties, the same is sold at average market price and are on arm's length.
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash.
Purchases of goods
The Company enters into purchase transactions with related parties where prices are agreed at cost to related party plus mark-up for finished good and semi finished goods. Raw materials are valued at cost. Transactions entered during the year were in ordinary course of business and are on arm's length basis. In case of scrap purchases to related parties, the same is purchase at average market price and are on arm's length.
Trade payables outstanding balances are unsecured, interest free and require settlement in cash.
Services (including Job work services)
It is done on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business.
The outstanding balances are unsecured, interest free and require settlement in cash.
Purchase of Property, Plant & Equiptment (PPE) from the related party
The purchase of Plant & Machinery was made at value as per as per the valuation certificate shared by the third party valuer / at value as per books of accounts. Transactions entered during the year were in ordinary course of business and are on arm's length basis.
The consideration was fully paid at the reporting date.
Loans to subsidiaries
The loan is unsecured, interest bearing and repayable after 5 years to the date of disbursement. The loan can be prepaid without any prepayment penalty. Transactions entered during the year were in ordinary course of business and are on arm's length basis.
Loans to Director (KMP)
The Company operates loan scheme providing loan to all employees as per the policy approved by the Board. The loans are repayable as per the approved policy and carrying interest rate @ 8% p.a. The loans are unsecured.
Corporate Guarantees
The Company has given guarantee against the term loan availed by the subsidiary company from banks (except for Ramkrishna Forgings Mexico S.A. de C.V, Mexico). Loan availed by the subsidiary are fully secured against the assets of the subsidiary.
The Company has given guarantee for Ramkrishna Forgings Mexico S.A. de C.V, Mexico for the rent payable by the subsidiary company .
The Company will be required to make specified payment to the bank / landlord if the subsidiary fails to make payment when due in accordance to the terms of the agreement.
Shortfall undertaking
The Company has given undertaking against the term loan availed by the joint venture company (JV) from banks. Loan availed by the JV are fully secured against the assets of the JV.
The Company will be required to make specified payment to the bank if the JV fails to make payment when due in accordance to the terms of the agreement.
Notes:
# Excludes leave encashment and gratuity which is based on actuarial valuation provided on overall Company basis.
## Includes expenses receivable of ? Nil as on March 31,2025 (March 31, 2024: ? 231.42 lakhs)
### Ramkrishna Forgings LLC, USA wholly owned subsidiary of Ramkrishna Forgings Limited sales figure including foreign currency fluctuation.
### Ramkrishna Forgings Mexico S.A. de C.V., Mexico, Wholly owned subsidiary of Ramkrishna Forgings limited (w.e.f August 13, 2024) sales figure including foreign currency fluctuation.
$ Naresh Jalan, Managing Director have opted not to take Leave encashment / Gratuity benefit from the Company and accordingly not accounted for in the books.
$$ Chaitanya Jalan, Whole-time Director of the Company, have opted not to take Leave encashment from the Company and accordingly not accounted for in the books.
$$$ Dividend paid to Mr. Alok Kedia ? Nil (March 31, 2024: ? 150.00)
%% Excess Remuneration of ? 131.52 lakhs paid to Mr. Naresh Jalan & Excess Remuneration of ? 311.48 Lakhs paid to Mr. Lalit Kumar Khetan is recoverable, subject to shareholders approval, in accordance with Companies act 2013. Also refer note 48.
*& Commission will be payable after the approval of the share holders in accordance with Companies act 2013.
* The Independent Directors have been considered as Key Management Personnel only for above reporting as per the requirements of Ind AS 24 - Related Party Disclosures.
** The Outstanding short term loan in the book of subsidiary M/s. Ramkrishna Forgings LLC, USA as on March 31, 2025 is ? 2,905.98 lakhs which is equivalent to $ 3.4 million
(March 31, 2024: ? 2,919.18 lakhs which is equivalent to $3.50 million).
The Outstanding performance obligation for payment of lease rent for manufacturing facilty in mexico in the book of subsidiary Ramkrishna Forgings Mexico S.A. de C.V., Mexico, as on March 31, 2025 is ? 5,683.76 lakhs which is equivalent to $6.65 million (March 31, 2024: ? Nil).
The Outstanding financial obligation in the book of subsidiary Ramkrishna Casting Solutions Limited, (formally known as JMT Auto Limited) as on March 31, 2025 is ? 19,064.00 lakhs
(March 31, 2024: ? 6,113.28 Lakhs).
*** Expenses receivable includes amount of ? Nil for JMT & ? Nil for MAPL & MMPL, (March 31, 2024: ? 100.03 lakhs for JMT & ? 30.42 lakhs for MAPL & MMPL) paid as legal fees to Khaitan and Co LLP., on behalf of the subsidiaries.
**** The bank guarantee given by the company to a third party on behalf of the subsidiary.
! Investment including Fees for Corporate Guarantee ? 17.54 lakhs for Ramkrishna Forgings LLC, USA, ? 15.37 lakhs for Ramkrishna Forgings Mexico S.A. de C.V., Mexico, ? 335.98 lakhs for Ramkrishna Casting Solutions Limited, (formerly known as JMT Auto Limited), ? 512.72 lakhs for Ramkrishna Titagarh Rail Wheels Limited. (March 31, 2024: ? Nil)
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the year ended March 31, 2024.
The management has assessed that the fair values of trade receivables, cash and bank balances, loans, other financial assets, Trade Payables, Borrowings (including interest accrued), lease liabilities and Other Financial Liabilities approximate to their respective carrying amounts largely due to the short-term maturity of these instruments. Further, management has also assessed the carrying amount of certain loans bearing floating interest rates which are a reasonable approximation of their respective fair values and any difference between their carrying amounts and fair values is not expected to be significant.
For financial assets carried at fair value, the carrying amounts are equal to their respective fair values.
B. Fair value hierarchy:
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:
(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Fair valuation method and assumptions:
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions are used to estimate the fair values
i) The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. These derivatives are estimated by using the pricing models, where the inputs to those models are based on readily observable market parameters, contractual terms, period to maturity, maturity parameters and foreign exchange rates. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement, and inputs thereto are readily observable from market rates. The said valuation has been carried out by the counter party with whom the contract has been entered with and management has evaluated the credit and non-performance risks associated with the counterparties and believes them to be insignificant and not requiring any credit adjustments
ii) There has been no transfer between Level 1, Level 2 and Level 3 during the above periods.
iii) In determining fair value measurement, the impact of potential climate-related matters, including legislation, which may affect the fair value measurement of assets and liabilities in the financial statements has been considered. These risks in respect of climate-related matters are included as key assumptions where they materially impact the measure of recoverable amount, These assumptions have been included in the cash-flow forecasts in assessing value-in-use amounts.
At present, the impact of climate-related matters is not material to the Company's financial statements.
41 Financial Risk Management Objectives and Policies:
The Company's principal financial liabilities comprises borrowings, trade and other payables and other financial liabilities. The main purpose of these financial liabilities is to finance and support the operations of the Company. The Company's principal financial assets include trade and other receivables, loans and cash and cash equivalents that derive directly from its operations.
The Company's business activities are exposed to a variety of risks including liquidity risk, credit risk and market risk. The Company seeks to minimize potential adverse effects of these risks on its financial performance and capital. Financial risk activities are identified, measured and managed in accordance with the Company's policies and risk objectives which are summarized below and are reviewed by the senior management.
(A) Credit risk
Credit risk refers to risk of financial loss to the Company if customers or counterparties fail to meet their contractual obligations. The Company is exposed to credit risk from its operating activities (mainly trade receivables).
(i) Credit risk management
(a) Trade Receivables
Customer credit risk is managed by the respective departments subject to the company's established policies, procedures and controls relating to customer credit risk management. Customer credit risk is managed by the Company through its established policies and procedures which involve setting up credit limits based on credit profiling of individual customers, credit approvals for enhancement of limits and regular monitoring of important developments viz. payment history, change in credit rating, regulatory changes, industry outlook etc. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in refer note 8. Outstanding receivables are regularly monitored and an impairment analysis is performed at each reporting date on an individual basis for each major customer. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or reversal thereof.
(b) Deposits and financial assets (Other than trade receivables):
Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy.
(B) Liquidity Risk
Liquidity risk implies that the Company may not be able to meet its obligations associated with its financial liabilities. The Company manages its liquidity risk on the basis of the business plan that ensures that the funds required for financing the business operations and meeting financial liabilities are available in a timely manner and in the currency required at optimal costs. The Management regularly monitors rolling forecasts of the Company's liquidity position to ensure it has sufficient cash on an ongoing basis to meet operational fund requirements.
Additionally, the Company has committed fund and non-fund based credit lines from banks which may be drawn anytime based on Company's fund requirements. The Company endeavours to maintain a cautious liquidity strategy with positive cash balance and undrawn bank lines throughout the year.
(C) Market Risk
Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of changes in market conditions. Market risk broadly comprises three types of risks namely foreign currency risk, interest rate risk and price risk (for commodities) . The above risks may affect the Company's income and expense and profit. The Company's exposure to and management of these risks are explained below.
(i) Foreign currency risk
The Company operates in international markets and therefore is exposed to foreign currency risk arising from foreign currency transactions. The exposure relates primarily to the Company's operating activities (when the revenue or expense is denominated in foreign currency) and borrowings in foreign currencies. Majority of the Company's foreign currency transactions are in USD and Euro, while the rest are in GBP and SGD. The imports are only in respect of capital goods, and are denominated in USD, Euro, SGD and JPY. The risk is measured through forecast of highly probable foreign currency cash flows.
The risk of fluctuations in foreign currency exchange rates on its financial liabilities including trade and other payables etc, which are mainly in US Dollars , are mitigated through the natural hedge, as Company's export sales are predominantly in US dollars and such economic exposure through trade and other receivables in US dollars provide natural alignment. Hence, a reasonable variation in the Foreign exchange rate would not have much impact on the profit / equity of the Company.
(iii) Commodity Price Risk
Commodity price risk results from changes in market prices for raw materials, mainly steel in the form of rounds and billets which forms the largest portion of Company's cost of sales.
The principal raw materials for the Company products are alloy and carbon steel which are purchased by the Company from the approved list of suppliers. Most of the input materials are procured from domestic vendors. Further, a significant portion of the Company's volume is sold based on price adjustment mechanism which allows for recovery of the changed raw material cost from its customers.
42 Capital management
For the purposes of the Company's capital management, capital includes issued capital, free reserves and borrowed capital less reported cash and cash equivalents and current investment. The primary objective of the Company's capital management is to maintain an efficient capital structure to reduce the cost of capital, support the corporate strategy and to maximise shareholder's value. The Company's policy is to borrow primarily through banks to maintain sufficient liquidity. The Company also maintains certain undrawn committed credit facilities to provide additional liquidity. These borrowings, together with cash generated from operations are utilised for operations of the Company. The Company monitors capital on the basis of cost of capital.
43. Employee Benefits a) Gratuity plan Funded scheme
The Company has a defined benefit gratuity plan for its employees ("Gratuity Scheme"). The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the employee's length of service and salary at retirement age. Every employee except chairman and managing director who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year of service as per the provisions of the Payment of Gratuity Act, 1972. The scheme is funded with an insurance company.
Unfunded scheme
The Employee gratuity fund scheme was unfunded for one unit of the company in the previous year. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional units of employee benefits entitlement and measures each unit separately to build up the final obligation.
As per Ind AS 19 "Employee Benefits', the disclosures of Employee Benefits as defined in the Standard are given below:
Statement of Profit and Loss :
Net employee benefits expense (recognised in Employee Cost)
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:
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).
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.
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.
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.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of ? 20.00 lakhs).
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
b) Provident Fund:
Contribution towards provident fund are recomputed as expenses in the statement of profit and loss. The Company has a defined contribution plan. Under the defined contribution plan, provident fund is contributed to the Government administered provident fund. The Company has no further contractual nor any constructive obligation, other than the contribution payable to the provident fund. The expense recognised during the period towards defined contribution plan is ? 996.08 lakhs (March 31,2024: ? 825.45 lakhs)
44. Details of the Loan given, Investment made and Guarantee given covered under section 186(4) of the Companies Act, 2013
Details of loan given, Investment made and Guarantee given are provided under the respective heads.
47. The Company carries out physical verification of inventory once in a year at the time of preparing annual financial statements. During the annual physical verification for the Financial Year ended March 31, 2025, it was noted that Work-In-Progress (WIP) book stock was higher than the physical stock in certain cases.
At the request of the statutory auditors, the management of the Company convened an Audit Committee who appointed Independent External Agencies to initiate a joint fact-finding study for ascertaining the discrepancy in Inventory and reasons thereof. The Interim Joint Fact-Finding Report of the Independent External Agencies confirmed that certain erroneous entries / non- recording of rejections at plant resulted in overstatement of WIP / raw material / scrap inventory in the Financial Year ended March 31, 2025 and previous Financial Year ended March 31, 2024 by ? 22,052.43 lakhs and ? 5,022.26 lakhs respectively.
The independent external agencies are still in the process of completing their joint fact finding as regards the root cause analysis of the above and final report will be submitted by them within the statutory timelines under the Companies Act, 2013.This matter has been commented upon by the Statutory Auditors in their audit report. The management does not expect any further significant accounting impact on the books of accounts arising out of the balance part of joint fact-finding being carried out by the independent external agencies.
The Company has recorded the impact of the discrepancy in the physical verification in its books of accounts for the year ended March 31, 2025 and restated previous financial year comparative as per IND AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors as follows:
The Company is in the process of strengthening its systems & internal control including enhancing the frequency, scope
and coverage of physical verification and scope of the Internal Audit.
48. Pursuant to the provisions of section 197, 198 and other applicable provisions of Companies Act, 2013 read with schedule V of the said act, as amended, the Company at the ensuing annual general meeting will be seeking the approval from the shareholders of the Company for the excess managerial remuneration paid/payable ? 693.00 lakhs for the period from April 1, 2024 to March 31,2025, by way of special resolution.
49. Events after the reporting period Refer note 45 for details related to proposed interim dividend declared for the year ended March 31, 2025 and March 31,2024 and refer note 47.
50. The Company has no core investment company as part of the Group.
51. The Company has used accounting software SAP and Tally for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for certain changes made using privileged/ administrative access rights to the SAP application and the underlying HANA database. Further no instance of audit trail feature being tampered with was noted in respect of accounting software(s) where the audit trail has been enabled. 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 the respective year.
52. Business Combination - Acquisition of ACIL Limited
The Board of Directors of the Ramkrishna Forgings Limited at its meeting held on July 24, 2024, accorded its consent for Scheme of Amalgamation for merger ("Scheme") of ACIL Limited ("ACIL"), a wholly owned subsidiary of the Company which is into business of manufacturing engine component and auto parts for automobiles companies, with Ramkrishna Forgings Limited ("Company") pursuant to Sections 230 to 232 of the Companies Act, 2013, rules framed thereunder and other applicable provisions of the Companies Act, 2013. During the current year ended March 31,2025, the Scheme has been approved by the Hon'ble National Company Law Tribunal, New Delhi ('NCLT') vide Order dated March 27, 2025. Consequently, the Company has given accounting effect of the scheme in the financial statements of year ended March 31, 2025 in accordance with the accounting treatment prescribed under the scheme and Appendix C of Ind AS 103 - "Business combination of entities under common control" Accordingly, the comparative standalone financial statements for the year ended March 31, 2024, included in this statement have also been restated to give effect of the scheme.
Accounting treatment : Below is the summary of accounting treatment which has been given effect to in these standalone financial statements, in accordance with accounting treatment prescribed in the scheme
(i) All assets and liabilities of the transferor Company are recorded at the respective book values as appearing in the consolidated financial statement of transferee Company.
(ii) the identity of reserves of transferor company has been preserved and recorded in the same form and at carrying amount as appearing in the consolidated financial statement of the transferee company.
(iii) The inter-company balances and transaction between the transferor company, transferee company have been eliminated.
(iv) The Company has restated the financial information as at and for year ended March 31, 2024 as if the business combination has occurred from February 19, 2024 i.e. from the date of acquisition of ACIL, in accordance with accounting Appendix C to Ind-AS 103 - 'Business Combinations of entities under Common Control' and the schemes.
a. Includes impact of deferred tax adjustment amounting to ? 2,276.34 lakhs on fair value gain, arising on business combination, adjusted in Goodwill as per Ind AS - 12 Income Taxes.
ACIL had carry forward business loss and unabsorbed depreciation which is available for set-off against the tax profits of the Company under income tax laws and accordingly, the Company has recognise the defer tax asset in the current financial year. Refer note 11.
53. Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) 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
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company has not 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
(viii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
For and on behalf of the Board of Directors of Ramkrishna Forgings Limited
As per our report of the even date
For S.R.Batliboi & Co. LLP For S K Naredi & Co. (Naresh Jalan) (Chaitanya Jalan)
ICAI Firm Registration No. 301003E/E300005 ICAI Firm Registration No. 003333C Managing Director Wholetime Director
Chartered Accountants Chartered Accountants DIN: 00375462 DIN: 07540301
Per Shivam Chowdhary Per Abhijit Bose (Lalit Kumar Khetan) (Rajesh Mundhra)
Partner Partner Wholetime Director & CFO Company Secretary
Membership No. 067077 Membership No. 056109 DIN: 00533671 & FCA: 056935 ACS: 12991
Place: Kolkata Place: Kolkata
Dated: May 31,2025 Dated: May 31,2025
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