Notes to Accounts of ZF Commercial Vehicle Control Systems India Ltd.

Mar 31, 2025

(f) Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that
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. The expense relating
to a provision is presented in the standalone
statement of profit and loss net of any
reimbursement. If the effect of the time value
of money is material, provisions are discounted
using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.

When discounting is used, the increase in
the provision due to the passage of time is
recognised as a finance cost.

Warranty

Provisions for warranty related costs are
recognised as and when the product is sold or
service provided. Provision is based on historical
experience. The estimate of such warranty
related costs is reviewed annually. A provision
is recognised for expected warranty claims on
products sold, based on past experience of the
level of repairs and returns. Assumptions used to
calculate the provision for warranties are based
on current sales levels and current information
available about returns. The Company generally
offers 12 - 24 months of warranty for its products.

(g) Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond
the control of the Company. It includes a present
obligation that is not recognised because it is

not probable that an outflow of resources will
be required to settle the obligation. It also arises
in extremely rare cases where there is a liability
that cannot be recognised because it cannot
be measured reliably. The Company does not
recognise a contingent liability but discloses its
existence in the standalone financial statements.

(h) Government grants and subsidies

Government grants are recognised where there
is reasonable assurance that the grant will be
received and all attached conditions will be
complied with. When the grant relates to an
expense item, it is recognised as income on a
systematic basis over the periods that the related
costs, for which it is intended to compensate, are
expensed. When the grant relates to an asset, is
recognised as income in equal amounts over the
expected useful life of the related asset.

(i) Taxes

Income tax expense comprises of current and
deferred tax

Current Income tax

Current income tax assets and liabilities are
measured at the amount expected to be
recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute
the amount are those that are enacted or
substantively enacted, at the reporting date in
the country where the Company operates and
generates taxable income. Current income tax
relating to items recognised outside profit or loss
is recognised outside standalone statement of
profit and loss (either in other comprehensive
income or in equity). Management periodically
evaluates positions taken in the tax returns with
respect to situations in which applicable tax
regulations are subject to interpretation and
establishes provisions where appropriate.

Deferred Tax

Deferred tax is recognised in respect of
temporary differences between the tax bases of
assets and liabilities and their carrying amounts
for financial reporting purposes at the reporting
date. Deferred tax liabilities are recognised for
all taxable temporary differences, except when
the deferred tax liability arises from an asset or
liability in a transaction that is not a business
combination and, at the time of the transaction,

affects neither the accounting profit nor taxable
profit or loss.

Deferred tax assets are recognised for all
deductible temporary differences, the carry
forward of unused tax credits and any unused tax
losses. Deferred tax assets are recognised to the
extent that it is probable that taxable profit will be
available against which the deductible temporary
differences, and the carry forward of unused tax
credits and unused tax losses can be utilised,
except when the deferred tax asset relating to
the deductible temporary difference arises from
the initial recognition of an asset or liability in a
transaction that is not a business combination
and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed
at each reporting date and are recognised to the
extent that it has become probable that future
taxable profits will allow the deferred tax asset to
be recovered. Deferred tax assets and liabilities
are measured at the tax rates that are expected
to apply in the year when the asset is realised or
the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively
enacted at the reporting date.

Deferred tax relating to items recognised outside
profit or loss is recognised outside profit or loss
(either in other comprehensive income or in
equity). Deferred tax assets and deferred tax
liabilities are offset if a legally enforceable right
exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to
the same taxable entity and the same taxation
authority.

(j) Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and
short-term deposits with an original maturity of
three months or less, which are subject to an
insignificant risk of changes in value.

(k) Property, plant and equipment

Property, plant and equipment held for use in the
production or supply of goods or services, or for

administrative purposes, are stated in the balance
sheet at cost (net of duty / tax credit availed)
less accumulated depreciation and accumulated
impairment losses.

Properties in the course of construction for
production, supply or administrative purposes are
carried at cost, less any recognised impairment
loss. Cost of an item of property, plant and
equipment comprises its purchase price, any
directly attributable cost of bringing the item to
its working condition for its intended use and
estimated costs of dismantling and removing
the item and restoring the site. Cost includes
professional fees and, for qualifying assets,
borrowing costs capitalised in accordance
with the Company''s accounting policy. Such
properties are classified to the appropriate
categories of property, plant and equipment
when completed and ready for intended use.
Advance paid towards the acquisition of property,
plant and equipment are shown under non¬
current assets.

Depreciation of these assets, on the same basis
as other property assets, commences when
the assets are ready for their intended use. The
cost of property, plant and equipment not ready
for intended use before such date is disclosed
under capital work-in-progress. Freehold land is
carried at historical cost less any accumulated
impairment losses.

When significant parts of plant and equipment
are required to be replaced at intervals, the
Company depreciates them separately based on
their specific useful lives. Likewise, when a major
inspection is performed, its cost is recognised in
the carrying amount of the plant and equipment
as a replacement if the recognition criteria are
satisfied and the same is depreciated based on
their specific useful lives. All other expenses on
existing property, plant and equipment, including
day-to-day repair and maintenance expenditure,
are charged to the standalone statement of
profit and loss for the period during which such
expenses are incurred.

An item of property, plant and equipment
and any significant part initially recognised
is derecognised upon disposal or when no
future economic benefits are expected from its
use or disposal. Gains or losses arising from

derecognition of property, plant and equipment
are measured as the difference between the net
disposal proceeds and the carrying amount of
the asset and are recognised in the standalone
statement of profit and loss when the asset is
derecognised.

The Company identifies and determines cost
of asset significant to the total cost of the asset
having useful life that is materially different from
that of the life of the principal asset.

Depreciation is provided using the straight line
method as per the useful lives of the assets
estimated by the management, or at the rates
prescribed under Schedule II of the Companies
Act, 2013. The useful life estimate for major
classes of assets is as follows:

The Company, based on assessment made by
technical expert and management estimate,
depreciates certain items of building, plant
and machinery over estimated useful lives and
residual value which are different from the useful
life and residual values prescribed in Schedule II
to the Companies Act, 2013. The management
believes that these estimated useful lives and
residual values are realistic and reflect fair
approximation of the period over which the assets
are likely to be used.

The residual values, useful lives and methods of
depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted
prospectively, if appropriate. The Company has
elected to continue with the carrying value of all
of its property, plant and equipment recognised
as of April 01, 2015 (the transition date)
measured as per the previous GAAP and use
such carrying value as its deemed cost as of the
transition date.

Intangible assets

Intangible assets with finite useful lives that are
acquired separately, is capitalised and carried
at cost less accumulated amortisation and
accumulated impairment losses. Amortisation
is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life
and amortisation method are reviewed at the end
of each reporting period, with the effect of any
changes in estimate being accounted for on a
prospective basis.

Costs incurred towards purchase of computer
software and licenses are amortised using the
straight-line method over a period based on
management''s estimate of useful lives of such
computer software and licenses being 2 / 3
years, or over the license period of the software,
whichever is shorter.

Subsequent expenditure is capitalised only
when it increases the future economic benefits
embodied in the specific asset to which it relates
and the cost of the asset can be measured
reliably. All other expenditure is recognised in
profit or loss as incurred.

Derecognition of intangible assets

An intangible asset is derecognised on disposal,
or when no future economic benefits are
expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset,
measured as the difference between the net
disposal proceeds and the carrying amount of the
asset is recognised in standalone statement of
profit and loss when the asset is derecognised.

Impairment of property, plant & equipment
and intangible assets carried at cost

The carrying amounts of assets are reviewed at
each balance sheet date for any indication of
impairment based on internal / external factors. If
any indication exists, or when annual impairment
testing for an asset is required, the Company
estimates the asset''s recoverable amount.

An impairment loss is recognised wherever
the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount
is the greater of the assets or cash-generating
units (CGU) recoverable value and its value in
use. An asset''s recoverable amount is the higher
of an asset''s or cash-generating unit''s (CGU) fair

value less costs of disposal and its value in use.

In assessing value in use, the estimated future
cash flows are discounted to their present value
using a pre-tax discount rate that reflects current
market assessments of the time value of money
and risks specific to the asset.

After impairment, depreciation is provided on
the revised carrying amount of the asset over its
remaining useful life. A previously recognised
impairment loss is increased or reversed
depending only for change in assumptions or
internal/external factors. However, the carrying
value after reversal is not increased beyond
the carrying value that would have prevailed
by charging usual depreciation if there was no
impairment.

(l) Investment property

Investment property is property held either to
earn rental income or for capital appreciation or
for both, but not for sale in the ordinary course
of business, use in the production or supply of
goods or services or for administrative purposes.
Upon initial recognition, an investment property
is measured at cost. Subsequent to initial
recognition, investment property is measured
at cost less accumulated depreciation and
accumulated impairment losses, if any.

Investment property is derecognised either when
it has been disposed of or when it is permanently
withdrawn from use and no future economic
benefit is expected from its disposal. Any gain
or loss on disposal of investment property
(calculated as the difference between the net
proceeds from disposal and the carrying amount
of the item) is recognised in profit or loss.

Subsequent expenditure is capitalised only if it
is probable that the future economic benefits
associated with the expenditure will flow to
the Company and the cost of the item can be
measured reliably.

Depreciation is provided using the straight line
method as per the useful lives of the assets
estimated by the management, or at the rates
prescribed under Schedule II of the Companies
Act, 2013.

Transfers to (or from) investment property are
made only when there is a change in use.
Transfers between investment property, owner-
occupied property and inventories do not change
the carrying amount of the property transferred
and they do not change the cost of that property
for measurement or disclosure purposes.

The fair values of investment property is disclosed
in the notes. Fair values is determined by an
independent valuer who holds a recognised and
relevant professional qualification and has recent
experience in the location and category of the
investment property being valued.

(m) Borrowing costs

Borrowing costs directly attributable to the
acquisition, construction or production of an
asset that necessarily takes a substantial period
of time to get ready for its intended use or sale
are capitalised as part of the cost of the asset. All
other borrowing costs are expensed in the period
in which they occur. Borrowing costs consist
of interest and other costs that an entity incurs
in connection with the borrowing of funds. It
also includes exchange differences to the extent
regarded as an adjustment to the borrowing
costs.

(n) Leases

At inception of a contract, the Company assesses
whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract
conveys the right to control the use of an
identified asset for a period of time in exchange
for consideration.

At commencement or on modification of a
contract that contains a lease component, the
Company allocates the consideration in the
contract to each lease component on the basis
of its relative stand-alone prices. However, for the
leases of property the Company has elected not
to separate non-lease components and account
for the lease and non-lease components as a
single lease component.

The Company recognises a right-of-use asset
and a lease liability at the lease commencement
date. The right-of-use asset is initially measured
at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments
made at or before the commencement date, plus
any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site

on which it is located, less any lease incentives
received.

The right-of-use asset is subsequently
depreciated using the straight-line method from
the commencement date to the earlier of the
end of the useful life of the right-of-use asset
or the end of the lease term, unless the lease
transfers ownership of the underlying asset to
the Company by the end of the lease term or
the cost of the right-of-use asset reflects that
the Company will exercise a purchase option.

In that case the right-of-use asset will be
depreciated over the useful life of the underlying
asset, which is determined on the same basis
as those of property and equipment. In addition,
the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.

The lease liability is initially measured at the
present value of the lease payments that are not
paid at the commencement date, discounted
using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the
Company''s incremental borrowing rate. Generally,
the Company uses its incremental borrowing rate
as the discount rate.

The Company determines its incremental
borrowing rate by obtaining interest rates from
various external financing sources and makes
certain adjustments to reflect the terms of the
lease and type of the asset leased.

Lease payments included in the measurement of
the lease liability comprise the following:

• fixed payments, including in-substance fixed
payments;

• variable lease payments that depend on an
index or a rate, initially measured using the
index or rate as at the commencement date;

• amounts expected to be payable under a
residual value guarantee; and

• the exercise price under a purchase option
that the Company is reasonably certain to
exercise, lease payments in an optional
renewal period if the Company is reasonably
certain to exercise an extension option, and
penalties for early termination of a lease
unless the Company is reasonably certain
not to terminate early.

The lease liability is measured at amortised
cost using the effective interest method. It is
remeasured when there is a change in future
lease payments arising from a change in an index
or rate, if there is a change in the Company''s
estimate of the amount expected to be payable
under a residual value guarantee, if the Company
changes its assessment of whether it will exercise
a purchase, extension or termination option
or if there is a revised in-substance fixed lease
payment.

When the lease liability is remeasured in this
way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset, or is
recorded in profit or loss if the carrying amount of
the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value
assets

The Company has elected not to recognise
right-of-use assets and lease liabilities for leases
of low-value assets and short-term leases.

The Company recognises the lease payments
associated with these leases as an expense in
profit or loss on a straight-line basis over the
lease term.

(o) Retirement and other employee benefits

i. Defined benefit plan

• Provident Fund

Eligible employees of Company received
benefits from a provident fund, which was
a defined benefit plan. Under the plan, both
the eligible employee and the Company
made monthly contributions to the provident
fund plan equal to a specified percentage of
the covered employee''s salary. The provident
fund contributions are made to employee
provident fund organisation.

• Gratuity and Pension

Under the gratuity plan, every employee
who has completed at least five years of
service gets a gratuity on separation at 15
days of last drawn basic salary for each
completed year of service. The scheme is
funded with Life Insurance Corporation of
India.

The Company also operates a pension plan for
select employees, the eligibility and the terms

and conditions of payment are at the discretion of
the Company. Gratuity and pension liabilities are
defined benefit obligations and are provided for
on the basis of an actuarial valuation done as per
the projected unit credit method as at the end of
each financial year.

Re-measurements, comprising of actuarial
gains and losses, the effect of the asset ceiling,
excluding amounts included in net interest on
the net defined benefit liability and the return
on plan assets (excluding amounts included in
net interest on the net defined benefit liability),
are recognised immediately in the balance sheet
with a corresponding debit or credit to retained
earnings through OCI in the period in which they
occur. Re-measurements are not reclassified to
profit or loss in subsequent periods.

ii. Other employment benefits

• Compensated absence

Short term compensated absences are
provided for based on estimates. Long term
compensated absences in the nature of
defined benefit plan are provided for based
on actuarial valuation at the year end. The
actuarial valuation is done as per projected
unit credit method. Re-measurement gain
or loss is taken to the standalone statement
of profit and loss and are not deferred. Past
service costs are recognised in profit or loss
on the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the Company recognises
related restructuring costs.

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset.
The Company recognises the changes in the net
defined benefit obligation as an expense in the
standalone statement of profit and loss as service
costs comprising current service costs, past-
service costs, gains and losses on curtailments
and non-routine settlements and net interest
expense or income.

iii. Defined contribution plan.

Defined contribution plan includes contribution
to employee state insurance scheme, employee
provident fund (from the period of surrender of
the Trust as mentioned above) and employee

pension scheme. The Company has no obligation
other than the contribution payable under the
above schemes. The Company recognises the
contribution payable to the above schemes as
an expenditure when the employee renders
related service. If the contribution payable to the
schemes for services received before the Balance
Sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognised
as a liability after deducting the contribution
already paid. If on the other hand the contribution
already paid exceeds the contribution due for the
services received before the Balance Sheet date,
then the excess is recognised as an asset to the
extent that the prepayment will lead to reduction
in future payment or cash refund.

iv. Termination benefits - Voluntary retirement

The Company has a scheme of voluntary
retirement applicable to certain employees.

The amount payable under such scheme is
recognised earlier of when the employee accepts
the offer or when a restriction of the entity''s
ability to accept the offer takes effect.

(p) Financial instruments

i. Recognition and initial measurement

Trade receivables and debt securities issued are
initially recognised when they are originated. All
other financial assets and financial liabilities are
initially recognised when the Company becomes
a party to the contractual provisions of the
instrument.

A financial asset (unless it is a trade receivable
without a significant financing component)
or financial liability is initially measured at fair
value plus or minus, for an item not at FVTPL,
transaction costs that are directly attributable to
its acquisition or issue. A trade receivable without
a significant financing component is initially
measured at the transaction price.

ii. Classification and subsequent measurement

On initial recognition, a financial asset is
classified as measured at:

- amortised cost;

- FVOCI - debt investment;

- FVOCI - equity investment; or

- FVTPL.

Financial assets are not reclassified subsequent
to their initial recognition unless the Company
changes its business model for managing
financial assets, in which case all affected
financial assets are reclassified on the first day of
the first reporting period following the change in
the business model.

A financial asset is measured at amortised cost
if it meets both of the following conditions and is
not designated as at FVTPL:

- it is held within a business model whose
objective is to hold assets to collect
contractual cash flows; and

- its contractual terms give rise on specified
dates to cash flows that are solely payments
of principal and interest on the principal
amount outstanding.

A debt investment is measured at FVOCI if it
meets both of the following conditions and is not
designated as at FVTPL:

- it is held within a business model whose
objective is achieved by both collecting
contractual cash flows and selling financial
assets; and

- its contractual terms give rise on specified
dates to cash flows that are solely payments
of principal and interest on the principal
amount outstanding.

On initial recognition of an equity investment
that is not held for trading, the Company may
irrevocably elect to present subsequent changes
in the investment''s fair value in OCI. This election
is made on an investment-by-investment basis.

All financial assets not classified as measured at
amortised cost or FVOCI as described above are
measured at FVTPL. This includes all derivative
financial assets. On initial recognition, the
Company may irrevocably designate a financial
asset that otherwise meets the requirements to
be measured at amortised cost or at FVOCI as
at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would
otherwise arise.

Financial assets - Business model assessment

The Company makes an assessment of the
objective of the business model in which
a financial asset is held at a portfolio level

because this best reflects the way the business
is managed and information is provided to
management. The information considered
includes:

- the stated policies and objectives for
the portfolio and the operation of those
policies in practice. These include whether
management''s strategy focuses on earning
contractual interest income, maintaining

a particular interest rate profile, matching
the duration of the financial assets to the
duration of any related liabilities or expected
cash outflows or realising cash flows
through the sale of the assets;

- how the performance of the portfolio is
evaluated and reported to the Company''s
management;

- the risks that affect the performance of the
business model (and the financial assets
held within that business model) and how
those risks are managed;

- how managers of the business are
compensated - e.g. whether compensation
is based on the fair value of the assets
managed or the contractual cash flows
collected; and

- the frequency, volume and timing of sales of
financial assets in prior periods, the reasons
for such sales and expectations about future
sales activity.

Transfers of financial assets to third parties in
transactions that do not qualify for derecognition
are not considered sales for this purpose,
consistent with the Company''s continuing
recognition of the assets.

Financial assets that are held for trading or are
managed and whose performance is evaluated
on a fair value basis are measured at FVTPL.

Financial assets - Assessment whether
contractual cash flows are solely payments of
principal and interest

For the purposes of this assessment, ''principal''
is defined as the fair value of the financial asset
on initial recognition. ''Interest'' is defined as
consideration for the time value of money and
for the credit risk associated with the principal
amount outstanding during a particular period of

time and for other basic lending risks and costs
(e.g. liquidity risk and administrative costs), as
well as a profit margin.

In assessing whether the contractual cash flows
are solely payments of principal and interest,
the Company considers the contractual terms of
the instrument. This includes assessing whether
the financial asset contains a contractual term
that could change the timing or amount of
contractual cash flows such that it would not
meet this condition. In making this assessment,
the Company considers:

- contingent events that would change the
amount or timing of cash flows;

- terms that may adjust the contractual
coupon rate, including variable-rate features;

- prepayment and extension features; and

- terms that limit the Company''s claim to
cash flows from specified assets (e.g. non¬
recourse features).

A prepayment feature is consistent with the solely
payments of principal and interest criterion if
the prepayment amount substantially represents
unpaid amounts of principal and interest on the
principal amount outstanding, which may include
reasonable compensation for early termination of
the contract.

Additionally, for a financial asset acquired at
a discount or premium to its contractual par
amount, a feature that permits or requires
prepayment at an amount that substantially
represents the contractual par amount plus
accrued (but unpaid) contractual interest (which
may also include reasonable compensation for
early termination) is treated as consistent with
this criterion if the fair value of the prepayment
feature is insignificant at initial recognition.

Financial assets - Subsequent measurement
and gains and losses

Financial assets at FVTPL - These assets are
subsequently measured at fair value. Net gains
and losses, including any interest or dividend
income, are recognised in profit or loss.

Financial assets at amortised cost - These
assets are subsequently measured at amortised
cost using the effective interest method. The
amortised cost is reduced by impairment losses.

Interest income, foreign exchange gains and
losses and impairment are recognised in profit
or loss. Any gain or loss on derecognition is
recognised in profit or loss.

Debt investments at FVOCI - These assets are
subsequently measured at fair value. Interest
income calculated using the effective interest
method, foreign exchange gains and losses and
impairment are recognised in profit or loss. Other
net gains and losses are recognised in OCI. On
derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.

Equity investments at FVOCI - These assets
are subsequently measured at fair value.
Impairment losses (and reversal of impairment
losses) on equity investments measured at
FVOCI are not reported separately from other
changes in fair value. Dividends are recognised
as income in profit or loss unless the dividend
clearly represents a recovery of part of the cost
of the investment. Other net gains and losses
are recognised in OCI and are not reclassified to
profit or loss.

Financial liabilities - Classification, subsequent
measurement and gains and losses

Financial liabilities are classified as measured at
amortised cost or FVTPL. A financial liability is
classified as at FVTPL if it is classified as held-
for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities
at FVTPL are measured at fair value and net
gains and losses, including any interest expense,
are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised
cost using the effective interest method. Interest
expense and foreign exchange gains and losses
are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.

iii. Derecognition

The Company derecognises a financial asset when:

- the contractual rights to the cash flows from
the financial asset expire; or

- it transfers the rights to receive the
contractual cash flows in a transaction in
which either:

• substantially all of the risks and rewards
of ownership of the financial asset are
transferred; or

• the Company neither transfers nor
retains substantially all of the risks and
rewards of ownership and it does not
retain control of the financial asset.

The Company enters into transactions
whereby it transfers assets recognised on
its balance sheet but retains either all or
substantially all of the risks and rewards of
the transferred assets. In these cases, the
transferred assets are not derecognised.

The Company derecognises a financial
liability when its contractual obligations
are discharged or cancelled or expire. The
Company also derecognises a financial
liability when its terms are modified and
the cash flows of the modified liability are
substantially different, in which case a new
financial liability based on the modified
terms is recognised at fair value.

On derecognition of a financial liability, the
difference between the carrying amount
extinguished and the consideration paid
(including any non-cash assets transferred or
liabilities assumed) is recognised in profit or
loss.

iv. Offsetting

Financial assets and financial liabilities are offset
and the net amount presented in the balance
sheet when, and only when, the Company
currently has a legally enforceable right to set off
the amounts and it intends either to settle them
on a net basis or to realise the asset and settle
the liability simultaneously.

(q) Dividend to shareholders

Final dividend distributed to equity shareholders
is recognised in the period in which it is approved
by the members of the Company in the Annual
General Meeting. Interim dividend is recognised
when approved by the Board of Directors at the
Board Meeting. Both final dividend and interim
dividend are recognised in the Standalone
Statement of Changes in Equity.

(r) Earnings Per Share

Basic earnings per share are calculated by
dividing the net profit for the period attributable
to equity shareholders by the weighted average
number of equity shares outstanding during the
period.

For the purpose of calculating diluted earnings
per share, the net profit for the period attributable
to equity shareholders and the weighted average
number of shares outstanding during the period
are adjusted for the effects of all dilutive potential
equity shares, if any.

(s) Recent 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
notified Ind AS - 117 Insurance Contracts and
amendments to Ind AS 116 - Leases, relating to
sale and leaseback transactions, applicable to the
Company w.e.f. April 01, 2024. The Company has
reviewed the new pronouncements and based
on its evaluation has determined that it does
not have any significant impact in its financial
statements.

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net
income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure
that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the
total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act
2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn.
However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific
requirements of Companies Act, 2013.

Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from
Sundaram Clayton Limited.

Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is
determined based on the financial statements of the Company and also considering the requirements of the Companies Act,
2013.

31 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s standalone financial statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company''s accounting policies, management has made the following key judgements, estimates
and assumptions, which have the most significant effect on the amounts recognised in the standalone financial statements:
Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent
losses that are considered probable, an estimated loss is recorded as an accrual in standalone financial statements. Loss
contingencies that are considered possible are not provided for but disclosed as contingent liabilities in the standalone
financial statements. Contingencies the likelihood of which is remote are not disclosed in the standalone financial statements.
Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The
management estimates likely outcome of any pending cases and other contingencies based upon the Company''s / expert''s
interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality rates.
Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.

Further details about defined benefit obligations are given in note 33.

Allowance for inventories

An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value.
The inventory allowance is estimated taking into account various factors and losses associated with obsolete / slow-moving /
redundant inventory items. The Company has, based on these assessments, made adequate allowance in the books.

32 Employee Benefits Obligation
Defined Benefit Plan

Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''Act'') . Under the Act, employee who has completed five
years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and
salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as company take on
uncertain long term obligations to make future benefit payments.

1) Liability risks

i) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration
with the defined benefit liabilities, the Company is successfully able to neutralise valuation swings caused by
interest rate movements.

ii) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice
can have a significant impact on the defined benefit liabilities.

iii) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising
salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities
especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating
this increasing risk.

2) Asset risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been
providing consistent and competitive returns over the years. The Company has opted for a traditional fund wherein all
assets are invested primarily in risk averse markets. The Company has no control over the management of funds but this
option provides a high level of safety for the total corpus. A single account is maintained for both the investment and
claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

There have been no transfers between Level 1 and Level 2 during the year.

All other financial liabilities & assets are carried at amortised cost and their carrying value approximates fair value.

40 Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such
as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds
FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the
management of these risks. The Company''s senior management ensures that the Company''s financial risk activities are
governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance
with the Company''s policies and risk objectives. It is the Company''s policy that no trading in derivatives for speculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company''s investments are primarily in fixed rate interest bearing investments. Also, the Company
has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. The Company''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 foreign currency).

The majority of the Company''s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars
and EURO. The following table demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign
currency exposures as at the year end, with all other variables held constant. The Company''s exposure to foreign currency
changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and
advances. None of the financial instruments of the Company result in material concentrations of credit risks. Exposure to
credit risk - The carrying amount of financial assets represents the maximum Credit exposure. The maximum exposure to
Credit risk was INR 263,165.58 lakhs as at March 31, 2025 and INR 227,967.14 lakhs as at March 31, 2024, being the total
of the carrying amount of balances with banks, deposits with banks, trade receivables and other financial assets. As at March
31, 2025, 80% of the total dues was receivable from top 10 customers (as at March 31, 2024 - 80%). These receivables are
from customers whose credit rating is above the average. Credit risk from balances with banks and investment of surplus
funds in mutual funds is managed by the Company''s treasury department. The objective is to minimise the concentration of
risks by investing in safer investments of high pedigree.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure funds are available for use as per requirements. The Company''s
prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no
outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry
minimal mark to market risks. The table below summarises the maturity profile of the Company''s financial liabilities based on
contractual undiscounted payments.

43 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 charges or satisfaction which is yet to be registered with Registrar of Companies
beyond the statutory period.

iii) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

iv) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any
other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (''intermediaries'') with the
understanding (whether recorded in writing or otherwise) 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

v) 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 from or on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any 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).

vii) The Company has no transactions with struck off companies during the year.

viii) The Company has not been declared as wilful defaulter by any bank or financial institution or government or any
government authority.

ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year

xi) The Company has not taken borrowings from banks and financial institutions on the basis of security of current assets.

44 Events after the reporting period

The Board has proposed a final dividend of 380% (INR 19 per share of the face value of INR 5 each) for the year 2024-25
subject to the approval of the members at the ensuing Annual General Meeting.

Material accounting policies (note 2.2)

For and on behalf of the Board of Directors of As per our report of even date

ZF COMMERCIAL VEHICLE CONTROL SYSTEMS INDIA LIMITED For B S R & Co. LLP

Chartered Accountants

Firm''s Registration no. 101248W/W-100022

Akash Passey P Kaniappan

Chairman and Director Managing Director

DIN: 01198068 DIN: 02696192

M. Muthulakshmi Sweta Agarwal K Sudhakar

Company Secretary Chief Financial Officer Partner

Membership no.: 214150

Place: Chennai Place: Chennai

Date: May 15, 2025 Date: May 15, 2025

---

Mar 31, 2024

Terms / rights attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time, subject to preferential right of preference shareholders to payment of dividend. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/its share of the paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from Sundaram Clayton Limited.

Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.

Refer note 36 for details of dues to Micro and small enterprises.

Note: Price adjustments is recognised when there is a reasonable certainty that the amounts will be settled. The estimate takes into account the expected claim and the historical information regarding settlement of such claims. The outstanding liability represents the amounts that are yet to be settled in relation to the products that were sold.

Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.

Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer simultaneously receives and consumes the benefits provided by the Company. Upon completion and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).

27 Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of account aggregate INR 4,969.70 lakhs (31 March 2023: INR 4,929.33 lakhs). The capital expenditure incurred during the year for research and development purposes aggregate INR 862.50 lakhs (31 March 2023: INR 228.75 lakhs).

30 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

31 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s standalone financial statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company''s accounting policies, management has made the following key judgements, estimates and assumptions, which have the most significant effect on the amounts recognised in the standalone financial statements:

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in standalone financial statements. Loss contingencies that are considered possible are not provided for but disclosed as contingent liabilities in the standalone financial statements. Contingencies the likelihood of which is remote are not disclosed in the standalone financial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company''s / expert''s interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Further details about defined benefit obligations are given in note 33.

Allowance For inventories

An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance is estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Company has, based on these assessments, made adequate allowance in the books.

32 Employee Benefits Obligation Defined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''Act'') . Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as company take on uncertain long term obligations to make future benefit payments.

1) Liability risks

i) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements.

ii) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

iii) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.

Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company''s Employees Provident Fund Trust contributions to the Company''s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government. In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense. The details of the defined benefit plan based on actuarial valuation report are as follows:

Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.

Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

During the previous year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund Trust (''Provident Fund Trust'') to Employees'' Provident Fund Organisation (''EPFO'') based on the Company''s obligation as at 30 June 2022 by availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Hence, there is no liability risk existing as on 31 March 2024 and 31 March 2023.

The average duration of the defined benefit plan obligation at the end of the reporting period for gratuity plan is 10.00 years (31 March 2023: 10.00 years) and pension plan is 7.00 years (31 March 2023: 7.00 years).

33.2 During the previous year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund Trust (Provident Fund Trust) to Employees'' Provident Fund Organisation (EPFO) based on the Company''s obligation as at 30 June 2022 by availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Consequent to this surrender, the liability of the Company is restricted to the monthly contributions paid by the Company to EPFO. Accordingly, there was no actuarial valuation excercise carried out as on 31 March 2024 and 31 March 2023.

The depreciation charge for right of use assets, interest expenses on lease liabilities, expenses relating to short term leases and low-value assets and current and non-current classification of lease liability are included in note 24, 23, 25 and 12 respectively. Cash flows on payment of lease liabilities including interest on lease liabilities are disclosed in the standalone cash flow statements.

B. Leases as lessor

The Company leases out its investment property. All leases are classified as operating leases from a lessor perspective, because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Note 3.3 sets out information about the operating leases of investment property.

Rental income recognised by the Company during the year ended 31 March 2024 was INR 21.67 lakhs (31 March 2023: Nil).

35 Commitment and Contingencies A) Contingent Liabilities

In respect of all the matters mentioned below, based on the legal advice obtained, the management is of the view that the claims are not tenable and the same can be successfully contested. Hence, no provision has been considered necessary in the standalone financial statements.

(All amounts are in lakhs of Indian Rupees unless otherwise stated)
	31 March 2024	31 March 2023
In respect of CENVAT and service tax matters	0.88	0.88
In respect of income tax matters	60.49	67.78
In respect of property tax matters	32.40	32.40
In respect of sales tax matters *	-	1,198.86
In respect of GST matters	17.89	-
In respect of labour law disputes	7.67	7.67
In respect of property matters	6.09	6.09

''excludes penalty of Nil (31 March 2023: 563.41 Lakhs)

The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal proceedings and therefore, cannot be predicted accurately.

The Supreme Court had passed judgement on 28 February 2019 that all allowances paid to employees are to be considered for the purposes of PF wage determination. There are numerous interpretative issues relating to the above judgement. As a matter of prudence, the Company has made a provision on a prospective basis from the date of the Supreme court order. The Company will update its provision, on receiving further clarity on the subject.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables.

38 Segment information

The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture of products. The Board of Directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company''s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of Ind AS 108 “Operating Segments".

*Non-current assets for this purpose consists of property, plant and equipment, right of use assets, intangible assets, capital work in progress, investment property and other non current assets.

Information about major customer

Revenue from major customers contributing more than 10% of sale of products amounted to INR 167,959.16 lakhs (31 March 2023: INR 139,683.50 lakhs), arising from sales of products and rendering of services.

There have been no transfers between Level 1 and Level 2 during the year.

All other financial liabilities & assets are carried at amortized cost and their carrying value approximates fair value.

40 Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management ensures that the company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s investments are primarily in fixed rate interest bearing investments. Also, the Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''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 foreign currency).

The majority of the Company''s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and EURO. The following table demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign currency exposures as at the year end, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the financial instruments of the Company result in material concentrations of credit risks. Exposure to credit risk - The carrying amount of financial assets represents the maximum Credit exposure. The maximum exposure to Credit risk was INR 227,967.14 lakhs as at 31 March 2024 and INR 204,834.54 lakhs as at 31 March 2023, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other financial assets. As at 31 March 2024, 80% of the total dues was receivable from top 10 customers (as at 31 March 2023 - 78%). These receivables are from customers whose credit rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company''s treasury department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements. The Company''s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks. The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

41 Capital Management

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 shareholders. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

43 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 charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

iii) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

iv) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (''intermediaries'') with the understanding (whether recorded in writing or otherwise) 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.

v) 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 from or on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any 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).

vii) The Company has no transactions with struck off companies during the year.

viii) The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority.

ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

xi) The Company has not taken borrowings from banks and financial institutions on the basis of security of current assets.

44 Events after the reporting period

The Board has proposed a final dividend of 340% (INR 17 per share of the face value of INR 5 each) for the year 2023-24

subject to the approval of the members at the ensuing Annual General Meeting.

Material accounting policies (note 2.2)

---

Mar 31, 2023

Terms / rights attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time, subject to preferential right of preference shareholders to payment of dividend. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/ its share of the paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from Sundaram Clayton Limited.

Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.

Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer simultaneously receives and consumes the benefits provided by the Company. Upon completion and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).

30 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

31 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s standalone financial statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company’s accounting policies, management has made the following key judgements, estimates and assumptions, which have the most significant effect on the amounts recognised in the standalone financial statements:

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in standalone financial statements. Loss contingencies that are considered possible are not provided for but disclosed as contingent liabilities in the standalone financial statements. Contingencies the likelihood of which is remote are not disclosed in the standalone financial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Further details about defined benefit obligations are given in note 33.

Allowance for inventories

An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance is estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Company has, based on these assessments, made adequate allowance in the books.

32 Employee Benefits ObligationDefined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''Act'') . Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as company take on uncertain long term obligations to make future benefit payments.

1) Liability risks

i) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements.

ii) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

iii) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company’s Employees Provident Fund Trust contributions to the Company’s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government. In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense. The details of the defined benefit plan based on actuarial valuation report are as follows:

Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund Trust (''Provident Fund Trust'') to Employees’ Provident Fund Organisation (''EPFO'') based on the Company’s obligation as at 30 June 2022 by availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Hence, there is no liability risk existing as on 31 March 2023.

The average duration of the defined benefit plan obligation at the end of the reporting period for gratuity plan is 10.00 years (31 March 2022: 11.00 years) and pension plan is is 7.00 years (31 March 2022: 8.00 years).

33.2 During the year ended 31 March 2023, the Company has surrendered its exemption to hold contribution in WABCO India Limited Employee Provident Fund Trust (Provident Fund Trust) to Employees'' Provident Fund Organisation (EPFO) based on the Company’s obligation as at 30 June 2022 by availing the option of depositing entire corpus of Provident Fund Trust to EPFO. Consequent to this surrender, the liability of the Company is restricted to the monthly contributions paid by the Company to EPFO. Accordingly, there was no actuarial valuation excercise carried out as on 31 March 2023.

40 Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s investments are primarily in fixed rate interest bearing investments. Also, the Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’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 foreign currency).

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the financial instruments of the Company result in material concentrations of credit risks. Exposure to credit risk - The carrying amount of financial assets represents the maximum Credit exposure. The maximum exposure to Credit risk was 204,834.54 lakhs as at 31 March 2023 and 175,375.51 lakhs as at 31 March

2022, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other financial assets. As at 31 March

2023, 78% of the total dues was receivable from top 10 customers (as at 31 March 2022 - 78%). These receivables are from customers whose credit rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company’s treasury department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements. The Company''s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks. The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

43 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 charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

iii) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

iv) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (''intermediaries'') with the understanding (whether recorded in writing or otherwise) 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.

v) 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 from or on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any 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).

vii) The Company has no transactions with struck off companies during the year.

viii) The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority.

ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

xi) The Company has not taken borrowings from banks and financial institutions on the basis of security of current assets.

44 Events after the reporting period

The Board has proposed a final dividend of 260% (INR 13 per share of the face value of INR 5 each) for the year 2022-23 subject to the approval of the members at the ensuing Annual General Meeting.

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Mar 31, 2022

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Capital reorganisation reserve - Amount represents a reserve created during the demerger of brakes division from Sundaram-Clayton Limited. Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 12 to 24 months.

Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer simultaneously receives and consumes the benefits provided by the Company. Upon completion and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).

27. RESEARCH AND DEVELOPMENT COST

Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of account aggregate INR. 4,136.86 Lakhs (31 March 2021 : INR. 3,297.02 Lakhs). The capital expenditure incurred during the year for research and development purposes aggregate INR. 219.87 Lakhs (31 March 2021 : INR. 362.12 Lakhs).

30. EARNINGS PER SHARE

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

31. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company''s standalone financial statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company''s accounting policies, management has made the following key judgements, estimates and assumptions, which have the most significant effect on the amounts recognised in the standalone financial statements:

Revenue from Contract with Customers

The Company has applied judgements in determining the amount and timing of revenue from contracts with customers, including determining variable considerations.

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss contingencies that are considered possible are not provided for but disclosed as contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the standalone financial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company''s / expert''s interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about defined benefit obligations are given in Note 33.

Allowance for inventories

An allowance for inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance is estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Company has, based on these assessments, made adequate allowance in the books.

32. EMPLOYEE BENEFITS OBLIGATION Defined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as company take on uncertain long term obligations to make future benefit payments.

1) Liability Risks

a) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset Risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company''s Employees Provident Fund Trust contributions to the Company''s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.

In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense. The details of the defined benefit plan based on actuarial valuation report are as follows:

1) Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

The average duration of the defined benefit plan obligation at the end of the reporting period for gratuity plan is 11.00 years (31 March 2021: 10.00 years) and pension plan is 8.00 years (31 March 2021: 8.00 years).

33.2 Share based payments

Under a global compensation plan announced and administered by WABCO Holdings Inc., USA, former ultimate holding company, some of the employees are eligible for compensation in form of stock units viz., Performance Stock Units ("PSU") and Restricted Stock Units ("RSU").

PSUs vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors of the former ultimate holding company. The former ultimate holding company assessed expected achievement levels at the end of each reporting period. RSU''s vests to the employees on a proportionate basis over the period of 3 years provided the employees continues in employment. The Company records a stock based compensation based on the estimated fair value of the award at the grant date and is recognised as an expense in the statement of profit or loss over the requisite period.''During the year 31 March 2021, all the outstanding stock options (RSUs and PSUs) were settled before the acquisition of WABCO Holdings Inc. by ZF Friedrichshafen AG in accordance with the terms of the merger agreement.

The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal proceedings and therefore, cannot be predicted accurately.

The Supreme Court had passed judgement on 28 February 2019 that all allowances paid to employees are to be considered for the purposes of PF wage determination. There are numerous interpretative issues relating to the above judgement. As a matter of prudence, the Company has made a provision on a prospective basis from the date of the Supreme Court order. The Company will update its provision, on receiving further clarity on the subject.

37. SEGMENT INFORMATION

The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture of products. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company''s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of IND AS 108 "Operating Segments".

39. Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management ensures that the company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s investments are primarily in fixed rate interest bearing investments. Also, the Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''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 foreign currency).

The majority of the Company''s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and Euro. The following table demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign currency exposures as at the year end, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the financial instruments of the Company result in material concentrations of credit risks. Exposure to Credit risk - The carrying amount of financial assets represents the maximum Credit exposure. The maximum exposure to Credit risk was 175,375.51 lakhs as at 31 March 2022 and 170,014.58 lakhs as at 31 March 2021, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other financial assets. As at 31 March 2022, 78% of the total dues was receivable from top 10 customers (as at 31 March 2021 - 71%). These receivables are from customers whose credit rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company''s treasury department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements. The Company''s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks. The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

40. Capital management

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 shareholders. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2022 and 31 March 2021.

41. In respect of certain instances of alleged irregularities in disbursement/ settlement of provident fund dues paid out of the Employees'' Provident Fund Trust (''the Trust'') and salary payments to fixed-tenure employees in the earlier years, the management initiated investigations have been concluded and the report of the independent expert has also been shared with the stock exchange through appropriate filings. Basis the above report, no additional outlay over and above the INR 500 lakh provision accrued in the previous year is considered necessary.

43. 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 charges or satisfaction which is yet to be registered with Register of companies beyond the statutory period.

iii) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

iv) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of 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.

v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (''Funding Party'') with the understanding 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 from or on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any 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).

vii) The Company has no transactions with struck off companies during the year.

viii) The Company has not been declared as wilful defaulter by any bank or financial institution or Government or any Government Authority.

44. Events after the reporting period

The Board has proposed a final dividend of 240% (INR 12 per share of the face value of INR 5 each) for the year 2021-22 subject to the approval of the members at the ensuing Annual General Meeting.

Significant accounting policies (note 2)

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Mar 31, 2021

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus, the amounts reported above may not be distributable in entirety.

Special Economic Zone Re-investment Allowance Reserve - Amount represents a reserve created as per Section 10 AA of Income Tax Act, 1961 in order to avail the deduction under the Act for its plant location in Special Economic Zone. The reserve is to be utilised as per the conditions of the said section.

Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer simultaneously receives and consumes the benefits provided by the Company. Upon completion and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).

27. RESEARCH AND DEVELOPMENT COST

Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of account aggregate INR 3,297.02 Lakhs (31 March, 2020: INR 3,362.21 lakhs). The capital expenditure incurred during the year for research and development purposes aggregate INR 362.12 Lakhs (31 March, 2020: INR 249.19 lakhs).

30. EARNINGS PER SHARE

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

31. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s Financial Statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company’s accounting policies, management has made the following key judgements, estimates and assumptions, which have the most significant effect on the amounts recognised in the Financial Statements:

Revenue from Contract with Customers

The Company applied judgements in determining the amount and timing of revenue from contracts with customers, including determining variable considerations.

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about defined benefit obligations are given in Note 33.

Allowance for inventories

An allowance for Inventory is recognised where the realisable value is estimated to be lower than the inventory carrying value. The inventory allowance is estimated taking into account various factors and losses associated with obsolete / slow-moving / redundant inventory items. The Company has, based on these assessments, made adequate allowance in the books.

32. EMPLOYEE BENEFITS OBLIGATION Defined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as company take on uncertain long term obligations to make future benefit payments.

1) Liability Risks

a) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset Risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company’s Employees Provident Fund Trust contributions to the Company’s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.

In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense.

The details of the defined benefit plan based on actuarial valuation report are as follows:

1) Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

B. Provident Fund

The Company''s Provident Fund is exempted under Section 17 of the Employees'' Provident Fund Act, 1952. Conditions for the grant of exemption stipulate that the employer shall make good the deficiency, if any, in the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and in most cases the actual return earned has been higher in the past years. The Actuary has provided a valuation for Provident Fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions provided below, the Company does not have additional obligation as at 31 March, 2021.

33.2 Share based payments

Under a global compensation plan announced and administered by WABCO Holdings Inc., USA, former ultimate holding company, some of the employees are eligible for compensation in form of stock units viz., Performance Stock Units ("PSU") and Restricted Stock Units ("RSU").

PSUs vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors of the ultimate holding company. The former ultimate holding company assesses expected achievement levels at the end of each reporting period. RSU''s vests to the employees on a proportionate basis over the period of 3 years provided the employees continues in employment.The Company records a stock based compensation based on the estimated fair value of the award at the grant date and is recognised as an expense in the statement of profit or loss over the requisite period.

39. Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s investments are primarily in fixed rate interest bearing investments. Also, the Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’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 foreign currency).

The Majority of the Company’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and Euro. The following table demonstrates the sensitivity to 5% change in USD and EURO exchange rates on foreign currency exposures as at the year end, with all other variables held constant. The Company’s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans and advances. None of the financial instruments of the Company result in material concentrations of credit risks. Exposure to Credit risk - The carrying amount of financial assets represents the maximum Credit exposure. The maximum exposure to Credit risk was 170,015.00 lakhs as at 31 March, 2021 and 139,109.31 lakhs as at 31 March, 2020, being the total of the carrying amount of balances with banks, deposits with banks, trade receivables and other financial assets. As at 31 March, 2021, 71% of the total dues was receivable from top 10 customers (as at 31 March, 2020 - 67%). These receivables are from customers whose credit rating is above the average. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company’s treasury department. The objective is to minimise the concentration of risks by investing in safer investments of high pedigree.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements. The Company''s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks. The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

40. Capital management

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 shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2021 and 31 March, 2020.

41. During the year ended 31 March, 2021, management has identified certain instances of alleged irregularities in disbursement/ settlement of provident fund dues paid out of the Employees’ Provident Fund Trust (‘the Trust’) and salary payments to fixed-tenure employees in the current and earlier years. In this regard, the Company has initiated investigation of such alleged irregularities relating to payments from the Trust and other payments from the Company to employees by engaging an external independent expert through a law firm and is also evaluating necessary actions. Pending completion of the aforesaid investigation, the management has made a preliminary assessment and has recorded a provision of INR 500 lakhs in these Financial Statements.

42. Events after the reporting period

The board of directors has recommended a dividend payment of INR 11 per share (Face value INR Rs. 5 each) for the year ended 31 March, 2021.

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Mar 31, 2019

1. CORPORATE INFORMATION

WABCO INDIA LIMITED (“Company”, “WABCO”) was incorporated originally as Auto (India) Engineering Limited on November 18, 2004. The name of the Company was changed to WABCO INDIA LIMITED on August 2, 2011. The Company is a public limited company domiciled in India and has its primary listings on BSE Limited and National Stock Exchange of India Limited in India. The registered office of the Company is located at Plant 1, Plot No.3, (SP), III Main Road, Ambattur Industrial Estate, Chennai -600 058, India. The Company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The Company also provides software development and other services to its group companies.

The financial statements were authorized for issue in accordance with a resolution of the Board of directors at the meeting held on May 25, 2019.

2.1 Capital work in progress

Capital work in progress as at March 31, 2019 comprises expenditure for the plant in various stages of installation. Total amount of Capital work in progress is INR 1,930.60 lakhs (March 31, 2018: INR 5,238.11 lakhs)

No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. For amount outstanding from related parties and the terms and conditions relating to that, refer Note 36.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days depending on the type of the customer.

Terms / rights attached to equity shares

The Company has only one class of equity share having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed as distributions to equity shareholders is subject to 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 the assets of the Company, in proportion to the number of equity shares held by the shareholders.

General reserve - Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Retained Earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus, the amounts reported above may not be distributable in entirety.

Special Economic Zone Re-investment Allowance Reserve - Amount represents a reserve created as per Section 10 AA of Income Tax Act, 1961 in order to avail the deduction under the Act for its plant location in Special Economic Zone. The reserve is to be utilised as per the conditions of the said section.

The estimated provision for warranty obligations is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management’s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is the balance unexpired period of the respective warranties on the various products which range from 18 to 24 months.

Provision for price adjustments is recognised when there is a reasonable certainty that the amounts will be settled. The estimate takes into account the expected claim and the historical information regarding settlement of such claims. The outstanding provision represents the amounts that are yet to be settled in relation to the products that were sold.

Revenue from operations for periods up to June 30, 2017 includes excise duty. Effective July 1, 2017, Excise duty and most indirect taxes in India have been replaced with Goods and Service Tax (GST). The Company collects GST on behalf of the Government. Hence, GST is not included in Revenue from operations post implementation of GST.Sale of goods includes excise duty collected from customers of INR Nil (March 31, 2018: INR 4,051.58 Lakhs). Sale of goods net of excise duty is INR 265,141.20 Lakhs (March 31, 2018: INR 2,43,619.81 Lakhs).

Government grants represent export incentives that the Company is eligible for. There are no unfulfilled conditions or contingencies attached to these grants. Government grant includes Merchandise Exports from India Scheme (“MEIS”) Rs. 4,548.61 lakhs of which Rs. 2,595.02 lakhs relates to earlier periods recognised in the current year upon achieving certainty of ultimate collectability on the basis of past trends.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

Contract assets are recognized over time based on the progress of completion of the service as per the terms of the contract, as the customer simultaneously receives and consumes the benefits provided by the Company. Upon completion and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).

3. RESEARCH AND DEVELOPMENT COST

Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of account aggregate INR. 2,706.22 Lakhs (March 31, 2018 : Rs. 2,551.26 Lakhs). The capital expenditure incurred during the year for research and development purposes aggregate INR. 387.33 Lakhs (March 31, 2018 : INR. 585.15 Lakhs).

For the year ended March 31, 2017 - Revenue expenditure on research and development incurred aggregate to INR. 2,184.69 Lakhs and capital expenditure on research and development incurred aggregate to INR. 305.53 Lakhs.

For the year ended March 31, 2016 - Revenue expenditure on research and development incurred aggregate to INR. 2,302,52 Lakhs and capital expenditure on research and development incurred aggregate to INR. 288.83 Lakhs.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The preparation of the Company’s Financial Statements requires 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.

Key Judgements estimates and assumptions

In the process of applying the Company’s accounting policies, management has made the following key judgements, estimates and assumptions, which have the most significant effect on the amounts recognised in the Financial Statements:

Revenue from Contract with Customers

The Company applied judgements in determining the amount and timing of revenue from contracts with customers, including determining variable considerations.

Provision and contingent liability

On an on going basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are not recognised until the contingency has been resolved and amounts are received or receivable. The management estimates likely outcome of any pending cases and other contingencies based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Further details about defined benefit obligations are given in Note 33.

4. EMPLOYEE BENEFITS OBLIGATION

Defined Benefit Plan a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. .

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

1) Liability Risks

a) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities specially unexpected salary increases provided at management’s discretion may lead to uncertainities in estimating this increasing risk.

2) Asset Risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company’s Employees Provident Fund Trust contributions to the Company’s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.”In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense.”The details of the defined benefit plan based on actuarial valuation report are as follows:

1) Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mis match in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successful able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

B. Provident Fund

The Company’s Provident Fund is exempted under Section 17 of the Employees’ Provident Fund Act, 1952. Conditions for the grant of exemption stipulate that the employer shall make good the deficiency, if any, in the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and in most cases the actual return earned has been higher in the past years. The Actuary has provided a valuation for Provident Fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions provided below, the Company does not have additional obligation as at March 31, 2019.

5.1 Share based payments

Under a global compensation plan announced and administered by WABCO Holdings Inc., USA, the ultimate holding company, some of the employees are eligible for compensation in form of stock units viz., Performance Stock Units (“PSU”) and Restricted Stock Units (“RSU”).

PSUs vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors of the ultimate holding company. The ultimate holding company assesses expected achievement levels at the end of each reporting period. As of March 31, 2019, the Company believes it is probable that the performance conditions will be met and has accrued for the compensation expense accordingly which is in line with the estimates made by the ultimate holding company.

RSU’s vests to the employees on a proportionate basis over the period of 3 years provided the employees continues in employment.

The Company records a stock based compensation based on the estimated fair value of the award at the grant date and is recognised as an expense in the statement of profit or loss over the requisite period.

The expected term of the RSU/PSU is determined based on the vesting term and contractual term of the RSU/PSU, as well as expected exercise behaviour of the employee who receives the RSU/PSU.

Expected volatality during the expected term of the RSU/ PSU is based on historical volatality of the observed market prices of WABCO Holding Inc., USA publicly traded equity shares during a period equivalent to the expected term of the RSU/PSU.

6. LEASE COMMITMENTS

Operating leases:

The Company has leased certain office premises under operating lease for a non-cancellable period which ranges from 5 to 6 years. The lease arrangements carry an escalation clause and does not impose significant restrictions. Lease rentals incurred during the current year have been charged as an expense in the statement of profit and loss. The future lease rental payables as follows:

The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal proceedings and therefore, cannot be predicted accurately.

The Supreme Court (SC) had passed judgement on 28^th February 2019 that all allowances paid to employees are to be considered for the purposes of PF wage determination. There are numerous interpretative issues relating to the SC judgement on PF as mentioned above. As a matter of caution, the Company has made a provision on a prospective basis from the date of SC order. The Company will update its provision on receiving further clarity on the subject.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables.

The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture of products. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of IND AS 108 “Operating Segments”.

Information about major customer

Revenue from major customers contributing more than 10% of sale of products amounted to INR 148,456 lakhs (March 31, 2018 : INR 130,106 lakhs), arising from sales of products and rendering of services.

7. FAIR VALUE

The carrying value of all other financial assets & liabilities approximate fair value.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:

The Company’s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’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 foreign currency).

The Majority of the Company’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and Euro. The Company has exports revenue and import purchases in foreign currency which act as a natural hedge and the management believes the currency risk is mitigated on account of such natural hedge and does not further hedge its currency risk.

As variations in foreign currency exchange rates are mitigated and the remaining risk, if any, is not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements.

The Company’s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks.

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 shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and March 31, 2018.

8. Events after the reporting period

The Board of directors at their meeting held on May 25, 2019, considered and recommended a final dividend aggregating Rs. 9 per share (nominal value Rs. 5 per share) for the financial year 2018-19 (final dividend paid for March 31, 2018 : 1,517.41 lakhs @ Rs. 8 per share) (nominal value Rs. 5 per share).

9. PREVIOUS YEAR FIGURES

Previous year’s figures have been regrouped and reclassified where necessary to conform to this year’s classification.

Statement on Significant Accounting Policies and Notes to the Financial Statements are an integral part of this Financial Statements.

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Mar 31, 2018

1. EMPLOYEE BENEFITS OBLIGATION Defined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

Risk exposure and asset liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

1) Liability Risks

a) Asset-Liability Mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities specially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset Risks

All plan assets are maintained in a trust fund managed by LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years. The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

b. Provident Fund

In respect of employees covered under Company’s Employees Provident Fund Trust contributions to the Company’s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.“In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense.

The details of the defined benefit plan based on actuarial valuation report are as follows:

1) Liability risks:

a) Asset-liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successful able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The average duration of the defined benefit plan obligation at the end of the reporting period is 1.50 years (March 31, 2017: 8.56 years).

2 Share based payments

Under a global compensation plan announced and administered by Wabco Holdings Inc., USA, the ultimate holding company, some of the employees are eligible for compensation in form of stock units viz., Performance Stock Units ("PSU") and Restricted Stock Units ("RSU").

PSUs vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors of the ultimate holding company. The ultimate holding company assesses expected achievement levels at the end of each reporting period. As of March 31, 2018, the Company believes it is probable that the performance conditions will be met and has accrued for the compensation expense accordingly which is in line with the estimates made by the ultimate holding company.

RSU''s vests to the employees on a proportionate basis over the period of 3 years provided the employees continue in employment.

The Company records a stock based compensation based on the estimated fair value of the award at the grant date and is recognized as an expense in the statement of profit or loss over the requisite period.

36.1. LIST OF RELATED PARTIES AND NATURE OF RELATIONSHIP

1) Where control exists

a) Holding company WABCO Asia Private Limited, Singapore

b) Ultimate holding company WABCO Holdings Inc., USA

Related parties under Ind AS 24 with whom transactions have taken place during the year

2) Fellow Subsidiary companies 1 WABCO Vertriebs, GmbH & Co., Germany

(formerly WABCO Fahrzeugsysteme, GmbH,Germany)

2 WABCO China Co Ltd, China

3 WABCO France SAS, France

4 Meritor WABCO Vehicle Control Systems, USA

5 Shandong WABCO Automotive Products Co. Ltd, China

6 WABCO (Shanghai) Management Co Limited, China

7 WABCO Automotive South Africa

8 WABCO Automotive UK Ltd, United Kingdom

9 WABCO Compressor Manufacturing Co. USA

10 WABCO Hong Kong Limited, Hong Kong

11 WABCO Japan Inc, Japan

12 WABCO Korea Ltd, Korea

13 WABCO Polska Sp. z o.o. Poland

14 WABCO Polska Sprzedaz Sp. z o.o. Poland

15 WABCO Development Gmbh, Germany

16 WABCO Logistik GmbH, Germany

17 WABCO Australia Pty Limited, Australia

18 WABCO Europe BVBA, Belgium

19 WABCO Austria GesmbH, Austria

20 WABCO Belgium BVBA, Belgium

21 WABCO Financial Services SPRL; Belgium

22 Tavares BVBA, Belgium

23 Transics BVBA, Belgium

24 FLC NV

25 Transics Belux BVBA, Belgium

26 Transics Deutschland GmbH, Germany

27 Transics Italia S.R.L

28 Delta Industrie Service SARL, France

29 Transics France SARL, France

30 Transics Ireland Limited, Ireland

31 Carrierweb B.V, Netherlands

32 Transics Netherland B.V

33 Transics Telematica Espana

34 WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil

35 WABCO Brzdy K Vozidlum spol S.R.O, Czech Republic

36 WABCO Gmbh, Germany

37 WABCO Radbremsen Gmbh, Germany

38 WABCO Automotive Italia SRL, Italy

39 WABCO BV, Netherlands

40 WABCO Europe Holdings BV, Netherlands

41 WABCO Espana SLU, Spain

42 WABCO Automotive AB. Sweden

2) Fellow Subsidiary companies (Contd.)

43 WABCO (Schweiz) Gmbh, Switzerland

44 WABCO Automotive B.V, Netherlands

45 WABCO ARAC Kontrols Sistemleri Destek VE Pazarlama Limited Sirketi, Turkey

46 WABCO Middle East and Africa FZCO, Dubai

47 WABCO IP Holdings LLC, USA

48 WABCO Automotive Products Ltd, Cayman

49 WABCO Air Compressor Holdings Inc.,USA

50 WABCO Automotive Control Systems Inc.,USA

51 WABCO Group Inc.,USA

52 WABCO Group International Inc.,USA

53 WABCO Logistics (Quingdao) Co. Ltd, China

54 WABCO North America LLC, USA

55 WABCO Expats Inc.

56 WABCO (Thailand) Limited

57 Guang Dong WABCO Fuwa Vehicle Brakes Co Limited

58 Ephicas BV, Netherlands

59 WABCO Foundation Brakes Private Limited, Chennai

60 WABCO International LLC, USA

61 WABCO Europe Holdings LLC, USA

62 Ephicas Patents BVBA;

63 WABCO France S.A.S.

64 WABCO Services S.A.S, France

65 WABCOWURTH Workshop Services GmbH

66 WABCO Testbahn GmbH, Germany

67 WABCO Holding GmbH, Germany

68 WABCO Systeme GmbH, Germany

69 WABCO Holdings B.V., Netherlands

70 WABCO Sandown B.V., Netherlands

71 WABCO CV, Netherlands

72 WABCO RUS LLC.

73 WABCO Vostok LLC, Russia

74 WABCO Centro de Distribuicao de pecas Automotives Ltda, Brazil

75 Clayton Dewandre Holdings Limited, Rotterdam, The Netherlands

76 WABCO Automotive Pensions Trustees Limited, UK

77 WABCO Automotive U.K. Limited, UK

78 WABCO Reman Solutions

79 WABCO Vehicle Control systems, Poland

80 WABCO Vehicle Control Systems, USA

81 R.H. Sheppard Co., Inc

3) Others 1 WABCO India Limited Employees’ Provident Fund Trust

Key Management Personnel Mr. P Kaniappan - Managing Director

Mr. RS Raja Gopal Sastry - Chief Financial Officer

Mr. M C Gokul - Company Secretary

Mr. Sean Deason - Non-executive Director

Ms. Lisa J Brown - Non-executive Director

Mr. Jorge Solis - Non-executive Director

Mr. Shivaram Narayanaswami - Non-executive Director

Mr. M Lakshminarayan - Chairman and independendent Director

Dr. Lakshmi Venu - Independent Director

Mr. Narayan K Seshadri - Independent Director

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2018, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2017: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

3. SEGMENT INFORMATION

The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture of products. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company''s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of IND AS 108 “Operating Segments”.

4. Financial risk management objectives and policies

The Company''s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’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 foreign currency).

The Majority of the Company’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars and Euros. The Company has exports revenue and import purchases in foreign currency which act as a natural hedge and the management believes the currency risk is mitigated on account of such natural hedge and does not further hedge its currency risk.

As variations in foreign currency exchange rates are mitigated and the remaining risk, if any, is not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements.

The Company''s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks.

5. Standards issued but not yet effective

The amendments to Standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and Companies (Indian Accounting Standards) Amendment Rules, 2018 amending the following standard:

Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 was issued on 28 March 2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard will supersede all current revenue recognition requirements under Ind AS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after April 01, 2018. The Company plans to adopt the new standard on the required effective date using the modified retrospective method.

The Company has established an implementation team to implement Ind AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be necessary. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the implementation project has been completed.

Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration

The Appendix clarifies that, 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 an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these requirements prospectively to all assets, expenses and income in its scope that are initially recognized on or after:

(i) The beginning of the reporting period in which the entity first applies the Appendix, or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the Appendix.

The Appendix is effective for annual periods beginning on or after April 01, 2018. However, since the Company’s current practice is in line with the Interpretation, the Company does not expect any material effect on its financial statements.

Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealized Losses

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognized in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments are effective for annual periods beginning on or after April 01, 2018. These amendments are not expected to have any impact on the Company as the Company has no deductible temporary differences or assets that are in the scope of the amendments.

6. Capital management

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 shareholders. The primary objective of the Company’s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018 and March 31, 2017.

7. Events after the reporting period

The Board of directors at their meeting held on May 28, 2018, considered and recommended a final dividend aggregating Rs, 1,517.41 lakhs @ Rs, 8 per share (nominal value Rs, 5 per share) for the financial year 2017-18 (final dividend paid for March 31, 2017 : Rs, 1,327.73 lakhs @ Rs, 7 per share) (nominal value Rs, 5 per share).

8. PREVIOUS YEAR FIGURES

Previous year''s figures have been regrouped and reclassified where necessary to conform to this year’s classification.

Statement on Significant Accounting Policies and Notes to the Financial Statements are an integral part of this Financial Statements.

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Mar 31, 2017

Notes to accounts

1. CORPORATE INFORMATION

WABCO INDIA LIMITED (“Company”) was incorporated originally as Auto (India) Engineering Limited on November 18, 2004. The name of the Company was changed to WABCO INDIA LIMITED on August 2, 2011. The Company is a public limited company domiciled in India and has its primary listings on BSE Limited and National Stock Exchange of India Limited in India. The registered office of the Company is located at Plant 1, Plot No.3, (SP), III Main Road, Ambattur Industrial Estate, Chennai - 600 058, India. The Company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The Company also provides software development and other services to its group companies.

On June 3, 2009, WABCO Holdings Inc., executed its step acquisition in WABCO through Clayton Dewandre Holdings Limited and increased its percentage ownership to 75% by acquiring the shares from the other joint venture partner, TVS Group. Post-acquisition, the Company has become a subsidiary of WABCO Holdings Inc.

On June 28, 2013, M/s. Clayton Dewandre Holdings Limited, Rotterdam holding 75% of the equity shares of the Company transferred the entire holding to M/s. WABCO Asia Private Limited, Singapore, a subsidiary of M/s. Clayton Dewandre Holdings Limited, Rotterdam.

The financial statements were authorized for issue in accordance with a resolution of the directors on May 30, 2017.

2.1 Basis of Preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. For all periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements for the year ended March 31, 2017 are the first the Company has prepared in accordance with Ind AS.

Refer to note 40 for information on how the Company adopted Ind AS.

The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).

The financial statements are presented in INR and all values are rounded to the nearest lakhs (INR 00,000), except when otherwise indicated.

3. Property plant and equipments

Capital work in progress

Capital work in progress as at March 31, 2017 comprises expenditure for the plant in various stages of installation. Total amount of Capital work in progress is INR 6,166.20 lakhs (March 31, 2016: INR 3,745.11 lakhs, April 1, 2015: INR 1,763.28 lakhs).

Opening balance of assets

The Company has elected to regard the WDV of assets as of March 31, 2015 as deemed cost, accordingly the gross block as of April 1, 2015 presented above, is net of accumulated depreciation of INR 21,406.75 lakhs (Tangible assets INR 20,537.47 lakhs and Intangible assets INR 869.28 lakhs).

The Company has classified the land at Jamshedpur with a gross book value of INR 76.10 lakhs as at April, 1 2015 under the previous GAAP taken on 30 years lease from Adityapur Industrial Area Development Authority, Adityapur, Jamshedpur as operating lease and hence, the amount paid for the leasehold land has been reclassified from PPE to Other current asset. Refer note 44 for further details.

* Represents land at Chennai taken on 99 years lease from Mahindra Industrial Park Limited and land at Panthnagar taken on 90 years lease from State Infrastructure & Industrial Development Corporation Uttarakhand Limited

Terms / rights attached to equity shares

The Company has only one class of equity share having a par value of Rs.5 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed as distributions to equity shareholders is subject to 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 the assets of the Company, in proportion to the number of equity shares held by the shareholders.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s Financial Statements requires 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.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Financial Statements:

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 DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 37 for further disclosures.

Estimates and assumptions

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. The Company based its assumptions and estimates on parameters available when the Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Compant is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company.

Deffered income taxes

The Company’s tax expense for the year is the sum of the total current and deferred tax charges. The calculation of the total tax expense necessarily involves a degree of estimation and judgement in respect of certain items. A deferred tax asset is recognised when it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Recognition, therefore. involves judgeinent regarding the prudent forecasting of future taxable gains and profits of the business.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about defined benefit obligations are given in Note 32.

5. EMPLOYEE BENEFITS OBLIGATION

Defined Benefit Plan

a. Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

b. Provident Fund

In respect of employees covered under Company’s Employees Provident Fund Trust contribuions to the Company’s Employee Provident Fund Trust are made in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.

In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, determined based on an actuarial valuation, as an expense.

5.1 Share based payments

Under a global compensation plan announced and adminstered by Wabco Holdings Inc., USA, the ultimate holding company, some of the employees are eligible for compensation in form of stock units viz., Performance Stock Units (“PSU”) and Restricted Stock Units (“RSU”). PSUs vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors of the ultimate holding company. The ultimate holding company assesses expected achievement levels at the end of each reporting period. As of March 31, 2017, the Company believes it is probable that the performance conditions will be met and has accrued for the compensation expense accordingly which is in line with the estimates made by the ultimate holding company.

RSU’s vests to the employees on a proportionate basis over the period of 3 years proivded the employees continues in employment.

The Company records a stock based compensation based on the estimated fair value of the award at the grant date and is recognised as an expense in the statement of profit or loss over the requisite period.

The expected term of the RSU / PSU is determined based on the vesting term and contractual term of the RSU / PSU, as well as expected exercise behaviour of the employee who recieves the RSU / PSU.

Expected volatality during the expected term of the RSU / PSU is based on historical volatality of the observed market prices of Wabco Holding Inc., USA publicly traded equity shares during a period equivalent to the expected term of the RSU / PSU.

6. LEASE COMMITMENTS Operating leases:

The Company had leased one of its office premises under operating lease for a non-cancellable period of 5 years. The lease rentals incurred during the current year have been charged as an expense in the statement of profit and loss. The future lease rental payables as follows:

7. COMMITMENT AND CONTINGENCIES

A) Contingent Liabilities

i) Matters wherein management has concluded the Company’s liability to be probable and has accordingly provided for in the books. Refer Note 17.

ii) In respect of all the matters mentioned below, based on the legal advice obtained, the management is of the view that the claims are not tenable and the same can be successfully contested. Hence, no provision has been considered neccessary in the financial statments.

During the current year, the Company has received a demand order for a sum of INR. 19,552.39 lakhs, as well as penalty of INR. 28,076 lakhs from the Commercial Tax Department for VAT on various matters including differential amounts between financial statements and returns filed during the period April 1, 2010 to December 2015. The Company is contesting the order on the grounds that the Order was made based on factually incorrect information and has also obtained a stay from the Hon’ble High Court of Madras. Based on advice by its tax consultants and an internal evaluation, the Company has not accrued any amount towards these demands pending final outcome of this matter and these amounts have been disclosed as contingent liability.

8.1. LIST OF RELATED PARTIES AND NATURE OF RELATIONSHIP

1) Where control exists

a) Holding company WABCO Asia Private Limited, Singapore

b) Ultimate holding company WABCO Holdings Inc., USA

Related parties under Ind AS 24 with whom transactions have taken place during the year

2) Fellow Subsidiary companies

1 WABCO Vertriebs, GmbH & Co., Germany

(formerly WABCO Fahrzeugsysteme, GmbH,Germany)

2 WABCO China Co Ltd, China

3 WABCO France SAS, France

4 Meritor WABCO Vehicle Control Systems, USA

5 Shandong WABCO Automotive Products Co. Ltd, China

6 WABCO (Shanghai) Management Co Limited, China

7 WABCO Automotive South Africa

8 WABCO Automotive UK Ltd, United Kingdom

9 WABCO Compressor Manufacturing Co. USA

10 WABCO Hong Kong Limited, Hong Kong

11 WABCO Japan Inc, Japan

12 WABCO Korea Ltd, Korea

13 WABCO Polska Sp. z o.o. Poland

14 WABCO Polska Sprzedaz Sp. z o.o. Poland

15 WABCO Development Gmbh, Germany

16 WABCO Logistik GmbH, Germany

17 WABCO Australia Pty Limited, Australia

18 WABCO Europe BVBA, Belgium

19 WABCO Austria GesmbH, Austria

20 WABCO Belgium BVBA, Belgium

21 WABCO Financial Services SPRL; Belgium

22 Tavares BVBA, Belgium

23 Transics BVBA, Belgium

24 FLC NV

25 Transics Belux BVBA, Belgium

26 Transics Deutschland GmbH, Germany

27 Transics Italia S.R.L

28 Delta Industrie Service SARL, France

29 Transics France SARL, France

30 Transics Ireland Limited, Ireland

31 Carrierweb B.V, Netherlands

32 Transics Netherland B.V

33 Transics Telematica Espana

34 WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil

35 WABCO Brzdy K Vozidlum spol S.R.O, Czech Republic

36 WABCO Gmbh, Germany

37 WABCO Radbremsen Gmbh, Germany

38 WABCO Automotive Italia SRL, Italy

39 WABCO BV, Netherlands

40 WABCO Europe Holdings BV, Netherlands

41 WABCO Espana SLU, Spain

42 WABCO Automotive AB, Sweden

43 WABCO (Schweiz) Gmbh, Switzerland

44 WABCO Automotive B.V, Netherlands

45 WABCO ARAC Kontrols Sistemleri Destek VE Pazarlama Limited Sirketi, Turkey

46 WABCO Middle East and Africa FZCO, Dubai

47 WABCO IP Holdings LLC, USA

48 WABCO Automotive Products Ltd, Cayman

49 WABCO Air Compressor Holdings Inc.,USA

50 WABCO Automotive Control Systems Inc.,USA

51 WABCO Group Inc.,USA

52 WABCO Group International Inc.,USA

53 WABCO Logistics (Quingdao) Co. Ltd, China

54 WABCO North America LLC, USA

55 WABCO Expats Inc.

56 WABCO (Thailand) Limited

57 Guang Dong WABCO Fuwa Vehicle Brakes Co Limited

58 Ephicas BV, Netherlands

59 WABCO Foundation Brakes Private Limited, Chennai

60 WABCO International LLC, USA

61 WABCO Europe Holdings LLC, USA

62 Ephicas Patents BVBA;

63 WABCO France S.A.S.

64 WABCO Services S.A.S, France

65 WABCOWURTH Workshop Services GmbH

66 WABCO Testbahn GmbH, Germany

67 WABCO Holding GmbH, Germany

68 WABCO Systeme GmbH, Germany

69 WABCO Holdings B.V., Netherlands

70 WABCO Sandown B.V., Netherlands

71 WABCO CV, Netherlands

72 WABCO RUS LLC.

73 WABCO Vostok LLC, Russia

74 WABCO Centro de Distribuicao de pecas Automotives Ltda, Brazil

75 Clayton Dewandre Holdings Limited, Rotterdam, The Netherlands

76 WABCO Automotive Pensions Trustees Limited, UK

77 WABCO Automotive U.K. Limited, UK

78 WABCO Reman Solutions

79 WABCO Vehicle Control systems, Poland

80 WABCO Vehicle Control Systems, USA

3) Others Key management personnel

1 WABCO India Limited Employees’ Provident Fund Trust

Mr. P Kaniappan - Managing Director

Mr. RS Raja Gopal Sastry - Chief Financial Officer (w.e.f 31-08-2015)

Mr. M C Gokul- Company Secretary (w.e.f 30-01-2016)

Mr. T.S. Rajagopalan - Chief Financial Officer (resigned w.e.f 31-08-2015)

Mr. Sivalai Senthilnathan- Company Secretary (resigned w.e.f 30-01-2016)

Mr. Sean Deason - Non-executive Director

Ms. Lisa J Brown - Non-executive Director

Mr. Jorge Solis - Non-executive Director

Mr. Shivaram Narayanaswami - Non-executive Director

Mr. M Lakshminarayan - Chairman and independendent Director

Dr. Lakshmi Venu- Independent Director (w.e.f. 19-05-2016)

Mr. Narayan K Seshadri- Independent Director

Mr. D E Udwadia - Independent Director (resigned w.e.f 01-04-2016)

The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design and manufacture of products. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of IND AS 108 “Operating Segments”.

* Non-current assets for this purpose consists of property, plant and equipment, intangible assets, capital work in progress and other non current assets.

Information about major customer

Revenue from three customers contributing more than 10% of sale of products amounted to INR 115,221 lakhs (March 31, 2016 : INR 96,778 lakhs), arising from sales of products and rendering of services.

9. FAIR VALUE

The carrying value of all other financial assets & liabilities approximate fair value.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2017:

The Company’s principal financial liabilities, include trade and other payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

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. Financial instruments affected by market risk include loans, deposits and FVTPL investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no borrowings and hence not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’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 foreign currency).

The majority of the Company’s revenue and expenses are in Indian Rupees, with the remainder denominated in US Dollars. The Company has exports revenue and import purchases in foreign currency which act as a natural hedge and the management believes the currency risk is mitigated on account of such natural hedge and does not further hedge its currency risk.

As variations in foreign currency exchange rates are mitigated and the remaining risk, if any, is not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure funds are available for use as per requirements.

The Company’s prime source of liquidity is cash and cash equivalents and the cash generated from operations. The Company has no outstanding bank borrowings. The Company invests its surplus funds in bank, fixed deposit and mutual funds, which carry minimal mark to market risks.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

10. CAPITAL MANAGEMENT

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 shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

These financial statements, for the year ended March 31, 2017, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2015 (Indian GAAP). Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ended on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2015, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31, 2016.

Exemptions applied.

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

Deemed cost for property, plant and equipment and intangible assets

Since there is no change in the functional currency, the Company has elected to continue with the carrying value as at April 1, 2015 for all of its investment property, intangibles and property plant & equipment as recognised in its Previous GAAP financial as deemed cost at the transition date.

Ind-AS 102 Share-based Payment has not been applied to equity instruments in employee stock options that were exercised before April 1, 2015 and which are vested but not exercised as on April 1, 2015.

Mandatory exceptions Estimates

The estimates at April 1, 2015 and at March 31, 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from Impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation.

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2015 (i.e. the date of transition to Ind-AS) and as of March 31, 2016.

Effect of the Transition to Ind AS

Reconciliations of the Company’s balance sheets prepared under Indian GAAP and Ind AS as of April 1, 2015 and March 31, 2016 are also presented in Note 40 & 41. Reconciliations of the Company’s income statements for the year ended March 31, 2016 prepared in accordance with Indian GAAP and Ind AS in Note 42.

A. Property, plant and equipments

Under Indian GAAP, leasehold land were not required to be evaluated as operating or finance lease and accordingly, the Company had classified the land taken on lease from Adityapur Industrial Area Development Authority, Adityapur, Jamshedpur as part of Property, Plan and Equipment (PPE). However, under Ind AS, leasehold land has been classified as operating lease. Accordingly, the Company has reclassified the amount paid for the leasehold land from PPE to Other current assets and Other non-current assets. Also, the Company has reclassified the amortization on leasehold land from Depreciation and amortization expense to Rent under Other expenses.

B. Security Deposits

Under Indian GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent. The prepaid rent is amortised over the period of the deposit.

C. Investments Carried at fair value through P & L

Under Indian GAAP, the Company accounted for investments in quoted mutual funds as investment measured at the lower of cost or market value. Under Ind AS, the Company has measured such investments at fair value. The difference between fair value and Indian GAAP carrying amonut has been recognized in retained earnings.

D. Government Grant

Under Indian GAAP, the Company recognised the capital investment subsidy as in the nature of promoter’s contribution and treated it as capital reserve. Under Ind AS, the grant set up as deferred income is recognised in profit or loss on a systematic basis over the useful life of the asset.

E. Deferred tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity. On the date of transition, the net impact on deferred tax liabilities is of INR 9.83 lakhs (March, 31 2016: INR 2.23 lakhs).

F. Proposed Dividend

In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability of INR 421.70 lakhs for the year ended on March 31, 2015 recorded for dividend has been derecognised against retained earnings on April 1, 2015 and recognised in the year of payment i.e. 2015-2016.

G. Sale of goods

Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss. Thus sale of goods under Ind AS has increased by INR 16,708.01 lakhs with a corresponding increase in other expense.

H. Other Comprehensive Income

Both under Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements [comprising of actuarial gains and losses, and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus the employee benefit cost is reduced by INR 95.12 lakhs for the year 2015-16 and Remeasurements gains/ losses on defined benefit plans has been recognized in the OCI net of tax.

I. Share based Payment cost

Under Indian GAAP, there was no requirement to account for employee stock options scheme operated by the parent companies. The scheme of the ultimate holding Company, Wabco Holdings Inc., USA, 18,292 options (net of cancelled / lapsed) of the ultimate holding Company have been granted to some of the employees of the Company as at March 31, 2017. Based on valuation obtained by the Wabco Holdings Inc., USA, being the administrator of the Scheme, an amount of INR 239.63 Lakhs (March 31, 2016 INR 205.33 Lakhs) has been recorded as costs to the Company with respect to the scheme. Since there is no final payout by the Company, for the exercised options / units, an equivalent credit has been transferred to the reserves.

Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

11. DETAILS OF SPECIFIED BANK NOTES HELD AND TRANSACTED DURING THE PERIOD NOVEMBER 8, 2016 TO DECEMBER 30, 2016

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30 2016, the SBNs and other notes as per the notification is given below:

* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8^th November, 2016.

12. PREVIOUS YEAR FIGURES

Previous year’s figures have been regrouped and reclassified where necessary to conform to this year’s classification.

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Mar 31, 2013

1. CORPORATE INFORMATION

WABCO INDIA LIMITED ("the company") was incorporated originally as Auto (India) Engineering Limited on 18th November 2004. The name of the company was changed to WABCO INDIA LIMITED on 2nd August 2011. The company is into its present business pursuant to the scheme of demerger of the brakes division of Sundaram-Clayton Limited into the company. The company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The company also provides software development services to the group companies.

On June 3, 2009, Clayton Dewandre Holdings Limited increased its percentage ownership to 75% by acquiring the shares from the other joint venture partner, TVS Group. Post acquisition, the company has become a subsidiary of Clayton Dewandre Holdings Limited and the company''s ultimate holding company is WABCO Holdings Inc.

2. BASIS OF PREPARATION

The financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. RELATED PARTY DISCLOSURE

A. LIST OF RELATED PARTIES

a) Reporting entity WABCO INDIA LIMITED

b) Subsidiary companies The reporting entity does not have any subsidiary company.

c) Associate companies Nil

d) Holding company Clayton Dewandre Holdings Limited, (CDH) Rotterdam, The Netherlands

(became a holding Company of this Company from 3rd June 2009)

e) Ultimate holding company WABCO Holdings Inc., USA

f) Fellow Subsidiary companies 1 WABCO Fahrzeugsysteme.GmbH, Germany

2 WABCO China Co Ltd, China

3 WABCO France SAS, France

4 Meritor WABCO Vehicle Control Systems, USA

5 Shandong Weiming Automotive Products Co. Ltd, China

6 WABCO (Shanghai) Management Co Limited, China

7 WABCO Automotive SouthAfrica

8 WABCO Automotive UK Ltd, United Kingdom

9 WABCO Asia Private Limited, Singapore (Direct subsidiary of CDH)

10 WABCO Compressor Manufacturing Co. USA

11 WABCO Hong Kong Limited, Hong Kong

12 WABCO Japan Inc, Japan

13 WABCO Korea Ltd, Korea

14 WABCO Polska Sp.z o.o. Poland

15 WABCO Development Gmbh, Germany

16 WABCO Logistics GmbH, Germany

17 WABCO Australia Pty Limited, Australia

(Subsidiary of CDH through WABCO Asia Private Limited)

18 WABCO Europe BVBA, Belgium

19 WABCO Austria GesmbH, Austria

20 WABCO Belgium BVBA/SPRL, Belgium

21 WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil

22 WABCO Brzdy K Vozidlum spol S.R.O, Czech Republic

23 WABCO Gmbh, Germany

24 WABCO Radbremsen Gmbh, Germany

25 WABCO Automotive Italia SRL, Italy

26 WABCO BV, Netherlands

27 WABCO Europe Holdings BV, Netherlands

28 WABCO Espana SLU, Spain

29 WABCO Automotive AB, Sweden

30 WABCO (Schweiz) Gmbh, Switzerland

31 WABCO Automotive B.V, Netherlands

32 WABCO ARAC Kontrols Sistemleri Destek VE Pazarlama Limited Sirketi, Turkey

33 WABCO Middle East and Africa FZCO, Dubai

34 WABCO IP Holdings LLC

35 WABCO Automotive Products Ltd, Cayman

36 WABCO Air Compressor Holdings Inc.,

37 WABCO Automotive Control Systems Inc.,

38 WABCO Group Inc.,

39 WABCO Group International Inc.,

40 WABCO Logistic (Quingdao) Co. Ltd

41 WABCO North America LLC

42 WABCO Expats Inc.

43 WABCO (Thailand) Limited

44 Guang Dong WABCO Fuwa Vehicle Brakes Co Limited

45 Ephicas BV

46 WABCO Foundation Brakes Private Limited, Chennai (Subsidiary of CDH through WABCO Asia Private Limited)

47 Ephicas BVBA

48 WABCO International LLC

49 WABCO Europe Holdings LLC

50 Ephicas Patents BVBA;

51 WABCO Financial Services SPRL;

52 WABCO France Logistics S.A.S.;

53 WABCO Services S.A.S

54 WABCO WURTH Workshop Services GmbH

55 WABCO Testbahn GmbH

56 WABCO Holding GmbH

57 WABCO Systeme GmbH

58 WABCO Holdings B.V.

59 WABCO Sandown B.V.

60 WABCO CV.

61 WABCO RUS LLC.

62 WABCO Vostok LLC.

63 WABCO Centro de Distribuicao de pecas Automotives Ltda, Brazil

g) Key management personnel Mr P Kaniappan - Whole Time Director

4. PREVIOUS YEAR FIGURES

Previous year''s figures have been regrouped and reclassified where necessary to conform to this year''s classification.

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Mar 31, 2012

1. CORPORATE INFORMATION

WABCO INDIA LIMITED (formerly known as WABCO-TVS (INDIA) Limited) ("the company") was incorporated originally as Auto (India) Engineering Limited on 18th November 2004. The name of the company was changed to WABCO INDIA LIMITED on 2nd August 2011. The company is into its present business pursuant to the scheme of demerger of the brakes division of Sundaram-Clayton Limited into the company. The company is primarily engaged in the manufacture of air brake actuation systems for commercial vehicles. The company also provides software development services to the group companies.

On June 3, 2009, Clayton Dewandre Holdings Limited increased its percentage ownership to 75% by acquiring the shares from the other joint venture partner, TVS Group. Post acquisition, the company has become a subsidiary of Clayton Dewandre Holdings Limited and the company's ultimate holding company is WABCO Holdings Inc.

2. BASIS OF PREPARATION

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below

3. CONTINGENT LIABILITIES AND COMMITMENTS

As at As at 31st March 2012 31st March 2011

(A) Liabilities not provided for Rs. lakhs Rs. lakhs

(a) Contingent liabilities

i) Bills discounted 6,075.20 8,586.58

(b) Counter guarantee given to bankers 126.28 37.92

(c) On letters of credit opened with bankers -- 22.08

(d) Claims against the company not acknowledged as debts primarily towards:

i) Denial of Cenvat credit under Excise laws 11.27 11.27

ii) Denial of weighted deduction for Research and Development expenses claimed under Income tax Act for the years 2006-07 and 2007-08 183.30 183.30

iii) Reversal of service tax credit on certain inputs under the Service tax laws 150.45 8.67

iv) Denial of input tax credit under Tamil Nadu Value Added Tax laws for the years 2009-10 and 2010-11 86.05 --

v) Increase of trade license fees by the local authorities 3.04 3.04

vi) Levy of infrastructure and amenities charges by the Tamil Nadu Town and Country Planning Department 49.25 49.25

In respect all the above, based on legal advice obtained, the management is of the view that the above claims are not tenable and the same can be successfully contested and hence no provision has been made in the accounts.

(B) Commitments not provided for *

(a) Capital 10.53 347.14

(b) Others 1,031.70 530.06 * As certified by management

30. RELATED PARTY DISCLOSURE

A. LIST OF RELATED PARTIES

a) Reporting entity WABCO INDIA LIMITED (formerly WABCO-TVS (INDIA) Limited)

b) Subsidiary companies The reporting entity does not have any subsidiary company.

c) Associate companies Nil

d) Holding company Clayton Dewandre Holdings Limited, (CDH) Rotterdam, The Netherlands

(became a holding Company of this Company from 3rd June 2009)

e) Ultimate holding company WABCO Holdings Inc., USA

f) Fellow Subsidiary companies 1 WABCO Fahrzeugsysteme, GmbH, Germany

2 WABCO China Co Ltd, China

3 WABCO France SAS, France

4 Meritor WABCO Vehicle Control Systems, USA

5 Shandong Weiming Automotive Products Co. Ltd, China

6 WABCO (Shanghai) Management Co Limited, China

7 WABCO Automotive South Africa

8 WABCO Automotive UK Ltd, United Kingdom

9 WABCO Asia Private Limited, Singapore (Direct subsidiary of CDH)

10 WABCO Compressor Manufacturing Co. USA

11 WABCO Hong Kong Limited, Hong Kong

12 WABCO Japan Inc, Japan

13 WABCO Korea Ltd, Korea

14 WABCO Polska Sp.z o.o. Poland

15 WABCO Development Gmbh, Germany

16 WABCO Logistics GmbH, Germany

17 WABCO Australia Pty Limited, Australia

(Subsidiary of CDH through WABCO Asia Private Limited)

18 WABCO Europe BVBA, Belgium

19 WABCO Austria GesmbH, Austria

20 WABCO Belgium BVBA/SPRL, Belgium

21 WABCO do Brasil Industria e Comercio de Freios Ltda, Brazil

22 WABCO Brzdy K Vozidlum spol S.R.O, Czech Republic

23 WABCO Gmbh, Germany

24 WABCO Radbremsen Gmbh, Germany

25 WABCO Automotive Italia SRL, Italy

26 WABCO BV, Netherlands

27 WABCO Europe Holdings BV, Netherlands

28 WABCO Espana SLU, Spain

29 WABCO Automotive AB, Sweden

30 WABCO (Schweiz) Gmbh, Switzerland

31 WABCO Automotive B.V, Netherlands

32 WABCO ARAC Kontrols Sistemleri Destek VE Pazarlama Limited Sirketi , Turkey

33 WABCO Middle East and Africa FZCO, Dubai

34 WABCO Centro de Distribuicao de pecas Automotives Ltda, Brazil

35 WABCO Foundation Brakes Private Limited, Chennai (Subsidiary of CDH through WABCO Asia Private Limited)

36 WABCO IP Holdings LLC

37 WABCO Automotive Products Ltd., Cayman

38 WABCO Air Compressor Holdings Inc.,

39 WABCO Automotive Control Systems Inc.,

40 WABCO Group Inc.,

41 WABCO Group International Inc.,

42 WABCO Logistic (Quingdao) Co. Ltd

43 WABCO Inc.,

44 WABCO North America LLC

45 WABCO Automotive Holdings Inc.,

46 WABCO Expats Inc.

g) Key management personnel Mr P Kaniappan - Whole Time Director

4. PREVIOUS YEAR FIGURES

Previous year's figures have been regrouped and reclassified where necessary to conform to this year's classification.

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Mar 31, 2010

Aa) AS - 27 Financial Reporting of Interests in Joint Ventures

The company has no interest in any joint venture.

ab ) AS - 28 Impairment of Assets

During the year 2009-2010, the carrying amount of the assets net of accumulated depreciation as on the balance sheet date is not less than the recoverable amount

(Rupees in lakhs) As at/ As at/ Year ended Year ended 31.03.2010 31.03.2009



ac) AS - 29 Provisions, contingent liabilities and contingent assets

i) Provisions In respect of warranty obligations, provision is made in accordance with terms of sale vide Schedule XIV to Balance Sheet

ii) Contingent liabilities

Amount for which the company is contingently liable is disclosed in note 6.

iii) Contingent assets

Contingent assets which are likely to give rise to possibility of inflow of economic benefits - Nil

iv) Contested liabilities are detailed in note 6.

2. Related party disclosure

LIST OF RELATED PARTIES

a) Reporting entity WABCO-TVS (INDIA) Limited

b) Subsidiary companies The reporting entity does not have any subsidiary company.

c) Associate companies - Sundaram Industries Limited, Madurai

- Southern Roadways Limited, Madurai

- T V Sundram Iyengar & Sons Limited, Madurai

- - Clayton Dewandre Holdings Limited, Rotterdam, The Netherlands

- ceased to be associate companies with effect from 3rd June 2009 consequent to the disposal of 35.83% of the shares held in the reporting entity to Clayton Dewandre Holdings Limited, RotterDam,The Netherlands

- The Reporting entity became a subsidiary of Clayton Dewandre Holdings Limited, (CDH) Rotterdam, The Netherlands with

effect from 3rd June 2009 consequent to the purchase of 35.83% shares.

d) Holding company Clayton Dewandre Holdings Limited, Rotterdam, The Netherlands

(became a holding Company of this company from 3rd June 2009.

e) Ultimate holding company WABCO Holdings Inc., USA

f) Fellow Subsidiary companies 1 WABCO Fahrzeugsysteme GmbH, Germany

2 WABCO China Co Ltd, China

3 WABCO France SAS, France

4 Meritor WABCO Vehicle Control Systems, USA

5 Shandong Weiming Automotive Product Co. Ltd, China

6 WABCO (Shanghai) Management Co Limited, China

7 WABCO Automotive SouthAfrica

8 WABCO Automotive UK Ltd, United Kingdom

9 WABCO Australia Pty Limited, Australia

10 WABCO Compressor Manufacturing Co. USA

11 WABCO Hong Kong Limited, Hong Kong

12 WABCO Japan Inc, Japan

13 WABCO Korea Ltd, Korea

14 WABCO Polska Sp. z.o.o, Poland

15 WABCO Development GmbH, Germany

16 WABCO Logistics GmbH, Germany

17 WABCO Asia Private Limted, Singapore

18 WABCO Europe BVBA, Belgium

19 WABCO Austria GesmbH, Austria

20 WABCO Belgium BVBA SPRL, Belgium

21 WABCO do Brasil Industria e Comercio de Freios Ltda., Brazil

22 WABCO Brzdy K Vozidlum spol S.R.O, Czeh Republic

23 WABCO GmbH, Germany

24 WABCO Radbremsen GmbH, Germany

25 WABCO Automotive Italia SRL, Italy

26 WABCO BV, Netherlands

27 WABCO Europe Holdings BV, Netherlands

28 WABCO Espana SLU, Spain

29 WABCO Automotive AB, Sweden

30 WABCO (Schweiz) GmbH, Switzerland

31 WABCO Automotive B.V, Netherlands

32 WABCO ARAC Kontrols Sistemleri Destek VE Pazarlama Limited Sirketi , Turkey

33 WABCO Middle East and Africa FZCO, Dubai

34 WABCO Centro de Distribuicao de Pecas Automotivas Ltda, Brazil

g) Key management personnel Mr C N Prasad - Whole Time Director till 17.06.2009

Mr P Kaniappan - Whole Time Director from 17.06.2009