Nature and purpose of reserve General Reserve
Under the erstwhile Indian Companies Act 1956, a 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 reserves for that year. Consequent to introduction of Companies Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of profit and loss to the General reserves. This reserve is utilised in accordance with the specific provisions of the Companies Act 2013.
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve as well as dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net oftaxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.
Note (a) - Impact of labour laws
The Government has notified the Code on Social Security, 2020 ("Social Security Code"); the Occupational Safety, Health and Working Conditions Code, 2020 the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the "Labour Codes") on November 21,2025. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to Labour Codes. The Company has evaluated the impact of increased employee benefits obligations and accounted for the incremental liability, arising from the implementation of the Labour Codes based on its best judgement in accordance with Ind AS19- 'Employee Benefits'.
Note (b) - Warranties
Aprovision is recognised for expected warranty claims on products sold during the years, based on Company's past experience. It is expected that most of these costs will be incurred in the next financial year. Assumptions
used to calculate the provision for warranties were based on current sales levels and current information available about returns based on the warranty period for products sold.
31. Segment Information
(i) Products and services from which reportable segments derive their revenues
Operating segments are defined as components of an enterprise for which discrete financial informatio is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and assessing performance. The Company's CODM is Managing Director.
Information reported to the CODM for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided in respect of the 'Telecommunication' and 'IT - Networking' segment.
Specifically, the Company’s reportable segments under Ind AS 108 are as follows:
Telecommunication: Manufacturing and trading of Telecom products.
IT - Networking: Manufacturing and trading of IT-Networking products.
Aggregation criteria is not applied for any segment reported to the CODM.
Defined benefit plans
The Company sponsors funded defined benefit plans for all qualifying employees. The level of benefits provided depends on the member's length of service and wages at retirement age.
The gratuity plan is covered by Code on Social Security, 2020 ("Social Security Code"); the Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the "Labour Codes"). Under the gratuity plan, the eligible employees are entitled to post-retirement benefit at the rate of 15 days’ salary for each year of service until the retirement age of 60 years without any payment ceiling. The vesting period for gratuity as payable under the Code is 5 years.
Under the Compensated absences plan, leave encashment is payable to all eligible employees on separation from the Company due to death, retirement, superannuation or resignation, at the rate of daily wages, as per current accumulation of leave days.
The plans in India typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and wages risk.
The trustees of the trust fund are responsible for the overall governance of the plan.
a. Investment Risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
b. Interest Risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the value of the plan's debt investments.
c. Longevity Risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
d. Wages Risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the wages of the plan participants will increase the plan's liability.
No other post-retirement benefits are provided to these employees.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at March 31, 2026 by Independent, Qualified Actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Financial risk management objectives
The Company's risk management is carried out by Treasury department under policies laid down by the management. The Company's activities expose it to market risk (which includes currency risk only), credit risk and liquidity risk. Treasury department monitors the risk exposures on a periodical basis and reports to the Board of directors on the risks that it monitors and policies implemented to mitigate risk exposures.
Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.
The carrying amounts of the Company's foreign currency denominated monetary liabilities (Trade payables) and Assets (Trade receivables and Cash and cash equivalents) at the end of the reporting period are as follows:
Foreign currency sensitivity analysis
The Company is exposed to the currencies USD and Euro on account of outstanding trade payables.
The following table details the Company's sensitivity to a 5% increase and decrease in INR against the USD and Euro. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. For current year, a positive number below indicates an increase in profit or equity where the INR weakens 5% against the relevant currency. For a 5% strengthening of the INR against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative. For comparative period, a negative number below indicates a decrease in profit or equity where the INR weakens 5% against the relevant currency. For a 5% strengthening of the INR against the relevant currency, there would be a comparable impact on the profit or equity and the balances below would be positive.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. Credit exposure is controlled by counterparty limits. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Company monitors its trade receivables on case to case basis based on the ageing of the days the receivables are due. The concentration of credit risk is with three major customers constituting 85% of trade receivables. The Company does not hold any collaterals to cover its risk associated with trade receivables.
Credit risk also arises from cash and cash equivalents, financial instruments and deposits with banks and financial institutions. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company could be unable to meet its short-term financial demands. Ultimate responsibility for liquidity risk management rests with the management, which has established an appropriate liquidity risk management framework for the management of the Company's short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecasts and actual short-term and long-term cash flows, and by matching the maturity profiles offinancial assets and liabilities. A portion ofthe Company's surplus cash is retained as investments in Bank Deposits to fund shortterm requirements.
Liquidity analysis for non derivative financial liabilities
The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table have been drawn up based on the undiscounted cash flows offinancial liabilities based on the earliest date on which the Company is required to pay.
Terms and conditions of transactions with related parties
Pursuant to the amendment in related party transactions definition as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended subsequently, payment of dividend is not shown as related party transaction with effect from April 01,2022.
Sales, purchases and other transactions with related parties are on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The management mutually negotiates and agrees price, discount and payment terms with the related parties by benchmarking the same to transactions with non-related parties, who purchase and sells goods and services of the Company in similar quantities. Such sales generally include payment terms requiring related party to make payment within 30 to 60 days from the date of invoice.
Terms and conditions for balances with related parties
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 has not recorded any impairment of receivables relating to amounts owed by & to related parties during the year ended March 31,2026.
(i) The Company has noted some demands amounting to INR 29.90 lakhs pertaining to AY 2014-15, 201516, 2020-21, erroneously reflecting on the income tax portal for which rectification applications have been filed with the assessing officer.
(ii) The Company had received an order for FY 2013-2017 with respect to incorrect availment of CENVAT input credit amounting to INR 214.73 lakhs along with interest of INR 21.48 lakhs. The same pertains to availment of input credit on proportionate basis for common services and availment of input credit on trading activities. The Company has filed an appeal with Central Excise, Service Tax Appellate Tribunal (CESTAT), there have been no update in the current year. Management believes that the position taken by it on these matter is tenable and hence, no adjustment has been made to the financial statements.
(iii) The Company received an order for FY 2017-18 with respect to availment of ineligible input tax credit amounting to INR 1.49 lakhs along with interest & penalty of INR 3.30 lakhs. The Company has filed an appeal with Commissioner (Appeals).
(iv) During the year, the Company received a demand notice dated December 12, 2025, from the Assistant Revenue Officer, Bruhat Bengaluru Mahanagara Palike (BBMP), amounting to INR 55.94 lakhs. The demand pertains to the alleged short payment of property tax for the period from FY 2016-17 to FY 2024-25, arising from a mismatch in the built-up area considered for property tax purposes across the years and misclassification of the property category for FY 2021-22 and FY 2022-23. The Company responded to the said notice on April 9, 2026, disputing the demand and citing various reasons in support of its position.
Further, the Company engaged an independent third-party expert for assessment of the relevant area and based on the expert's report and management's evaluation of the matter, a provision of INR 30 lakhs (refer note 18) (inclusive of INR 20 lakhs towards interest and penalty) has been recognised in the financial statements on best available estimates. Balance amount of INR 25.94 lakhs is considered as Contingent Liability till the finalisation ofoutcome ofthe matter.
39. Capital Management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders. The capital structure of the Company consists of equity only. The management of the Company reviews the capital structure of the Company on a semi-annual basis. The Company is not subject to any externally imposed capital requirements.
41. Additional regulatory information not disclosed elsewhere in the financial statements
(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 ROC beyond the statutory period.
(iii) As per Section 248 of the Companies Act, 2013, there are no balances outstanding or transactions with struck off companies.
(iv) The Company has not traded/invested in Crypto currency or virtual currency.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfofthe Funding party (Ultimate Beneficiaries) or;
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security orthe like on behalfofthe Ultimate Beneficiaries.
(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or Government or any Government Authority.
43. The Company uses an accounting software (QAD) operated by a third-party software service provider for maintaining its books of account. The accounting software has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that:
(a) At Application level: Management has performed an assessment of the fields/tables/masters available in the accounting software and identified those fields/tables/masters that constitute “books of account” as defined under Section 2(13) of the Companies Act, 2013. Accordingly, the Company implemented the audit trail (edit log) functionality for such identified fields/tables/masters with effect from November 16, 2025, and the audit trail records have been retained as per statutory requirements from the date of such implementation.
(b) At Database level: As the accounting software is hosted on a third-party cloud environment, the underlying database is maintained by the service provider. In the absence of specific information regarding database-level audit trail controls in the Service Organisation Controls (SOC) report, management is unable to determine whether the audit trail feature in respect of direct changes to data when using certain access rights was enabled and operated throughout the year for all relevant transactions recorded in the software, or whether there were any instances of tampering with the audit trail. Consequently, management is unable to conclude whether audit trail at the database level has been preserved in accordance with the applicable statutory record retention requirements. Further, the Company as per its policy has not granted any user access to edit or delete any records or transactions in the accounting software.
44. The financial statements were approved for issuance by the Company’s Board of Directors on May 21,2026.
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