2. Investments are fully paid-up shares unless otherwise stated.
3. Equity investments held in certain subsidiaries and joint ventures may be transferred or otherwise disposed of, subject to prior intimation to, or consent from, as applicable, the banks that have extended credit facilities to such entities, in the event that such transfer or disposal results in the shareholding falling below the prescribed threshold limits.
4. Lock-in commitment in the shareholders agreement: [Also refer Note 3.10(c)]_
Hinduja Leyland Finance Limited 2,84,72,743
5. During the year ended March 31, 2023, Switch Mobility Automotive Limited, a step-down subsidiary of the Company, settled the consideration on transfer of Electric vehicle business along with the interest accrued and working capital adjustments thereon, aggregating to ' 301 crores by issuing 3,01,00,000 8.5% Non-Cumulative Non-Convertible Redeemable Preference Shares (NCRPS), at a nominal value and issue price of ' 100/- each. Consequently, the Company recognised a deemed equity portion on fair valuation of the aforementioned preference shares of Switch Mobility Automotive Limited, being a transaction between common control entities.
6. Number of shares held by the Company includes joint holding / beneficial interest.
7. The Company holds 9.13% of Class A units in the special limited partnership.
8. The investments made by the Company is in compliance with section 180 and 186 with respect to layers of investment permitted under the Companies Act, 2013.
9. The Audit Committee and Board of Directors of Hinduja Leyland Finance Limited (HLF) and NDL Ventures Limited (NDL), at their respective meetings held on November 25, 2025, approved a Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act, 2013, for the merger of Hinduja Leyland Finance Limited with NDL Ventures Limited.The Audit Committee and Board of Directors of HLF and NDL also approved share exchange ratio of 25 equity shares of NDL for every 10 equity shares of HLF. The Board also approved the conversion of each NCD of Hinduja Leyland Finance Limited into one equivalent NCD of NDL Ventures Limited on similar terms and conditions. During FY 2025-26, the Scheme received the no-objection certificate from the Reserve Bank of India and approval from the Competition Commission of India. The BSE limited vide letter dated May 18, 2026 has conveyed its "No Objection / No adverse Observation", for the proposed scheme. The scheme will be filed with the National Company Law Tribunal , Mumbai for final approval.
10. The Company has recorded a loss on fair valuation of equity investment in Hinduja Energy (India) Limited (HEIL) amounting to ' 33.44 crores under other income (March 31, 2025: gain on fair valuation ' 120.53 crores under exceptional item) based on business plan of HEIL, external factors and the independent valuers report. The discounted cash flow method uses post tax discount rate of 12.20% (March 31, 2025 :12.50%). Both pre tax discount rate and post tax discount rate gives the same recoverable amount. Also refer Note 3.6.4(B)
11 These Investments are measured at fair value of through profit and loss.
12 The Company has invested in certain entities to secure electricity from renewable sources and are considered as associate companies under the Companies Act 2013. Under Ind AS guidelines, these entities do not qualify as associate companies due to the agreements that limit the Company's influence over financial and operational decisions. These agreements also impose limitations on the sale of shares and their associated value. Consequently, the investments are measured at amortized cost as per Ind AS 109.
2. As on March 31, 2026, there are 70,57,40,280 (March 2025: 35,28,70,140) equity shares representing the outstanding Global Depository Receipts (GDRs). The balance GDRs have been converted into equity shares.
3. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 2,32,86,65,484 (March 2025: 1,16,43,32,742) Equity shares and 65,84,00,280 (March 2025: 32,92,00,140) Global Depository Receipts (GDRs) equivalent to 65,84,00,280 (March 2025: 32,92,00,140) Equity shares of Re. 1 (March 2025: Re. 1) each aggregating to 50.85% (March 2025: 50.861%) of the total share capital.
4. Shareholders other than the Holding Company holding more than 5% of the equity share capital
There are no shareholders holding more than 5% of the equity share capital of the Company other than the Holding Company as at March 31, 2026 and March 31, 2025.
5. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company
a) The Equity shareholders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. and their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act, 2013.
b) During the year ended March 31, 2026, the Company had issued bonus shares in the ratio 1:1 i.e. 1 (One) equity shares of Re. 1 each for every 1 (One) fully paid-up equity share of Re. 1/- each. Accordingly, the Company had allotted 2,93,65,27,276 number of equity shares. Consequent to the above, the total number of GDRs stands increased from 35,28,70,140 to 70,57,40,280. Aggregate number of equity shares issued as bonus shares issued for consideration other than cash during the period of five years immediately preceding the reporting date are 2,93,65,27,276
c) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the Companies Act, 2013. Each GDR holder is entitled to receive 1 equity share [March 2025: 1 equity share] of Re. 1 each, per GDR, and their voting rights can be exercised through the Depository.
d) Effective June 17, 2024, the ratio between the GDRs and Shares of the Company has been changed from 60 : 1 (One GDR equivalent to 60 underlying shares) to 1:1 (One GDR is equivalent to one underlying share). Accordingly, 59 new GDRs were issued by the Depository for every 1 existing GDR held by the GDR holder(s) on the GDR Record Date viz., June 10, 2024 in line with the new ratio. Consequent to the above ratio change, the total number of GDRs stands increased from 58,81,169 to 35,28,70,140. There is no change to the underlying shares / equity share capital of the Company, due to the ratio change of the GDRs.
6. The Company allotted 8,00,000 (March 2025: 2,00,000) equity shares pursuant to the exercise of options under Employee Stock Option Plan Scheme. For Information relating to Employees Stock Option Plan Scheme including details of options outstanding as at March 31, 2026 - Refer Note 3.4.
A. Capital reserve represents reserve created pursuant to the business combinations.
B. Securities premium represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purposes.
C. Capital redemption reserve represent the reserve arising pursuant to the business combination during 2016-17.
D. Share options outstanding account relates to stock options granted by the Company to employees under an employee stock options plan. (Refer Note 3.4)
E. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.
F. Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated in this reserve are reclassified to profit or loss only when the hedged transaction affects the profit or loss.
G. For the year ended March 31, 2026, the Board of Directors approved two interim dividends. The first, amounting to ' 1.00 per equity share of face value Re.1.00 each, was approved at the Board meeting held on November 12, 2025. A second interim dividend of ' 2.50 per equity share was approved at the meeting held on May 28, 2026. Accordingly, the total interim dividend declared for the year amounts to ' 3.50 per share (Interim dividend for March 2025: ' 6.25 per equity share). Revaluation reserve amounting to ' 1,210.21 crores transferred to retained earnings on transition date may not be available for distribution.
1. These are carried at amortised cost.
2. Refer Note 1.21 for current maturities of non-current borrowings.
3. Refer Note 3.11 for security and terms of the borrowings
4. The Company has been authorised to issue 3,65,00,000 (March 2025: 3,65,00,000) Non-Cumulative Redeemable Non-Convertible Preference Shares of ' 10 each valuing ' 36.50 crores (March 2025: ' 36.50 crores) and 7,70,00,000 (March 2025: 7,70,00,000) Non-Convertible Redeemable Preference Shares of ' 100 each valuing ' 770.00 crores (March 2025: ' 770.00 crores). No preference shares has been issued during the year.
5. The Company's loan agreements require compliance with certain covenants, including maintenance of prescribed coverage ratios, debt leverage ratios, networth thresholds, promoter shareholding levels, security cover and credit rating. The Company has complied with all applicable covenants as at March 31, 2026. As on date, there are no indications that the Company would have any dificulty in complying with the applicable covenants.
6. The Company has utilised the borrowings for the purpose for which it is obtained as mentioned in the agreement.
7. The Company is not declared as a wilful defaulter by any bank or financial institution or government or any government authority.
This provision 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 for the balance unexpired period of the respective warranties on the various products which ranges upto 72 months (March 31, 2025: upto 72 months).
On November 21, 2025, the Government of India notified the four consolidated Labour Codes namely, the Code on Wages 2019, the Industrial Relations Code 2020, the Code on Social Security 2020, and the Occupational Safety, Health and Working Conditions Code 2020, replacing 29 existing labour laws. Pursuant to the draft Central Rules and FAQs issued by the Ministry of Labour and Employment to facilitate assessment of financial implications arising from the revised regulatory framework, the Company has evaluated the incremental impact based on the best information currently available and in line with the guidance issued by the Institute of Chartered Accountants of India. The impact being one time and nonrecurring in nature, the Company has presented the incremental effect comprising gratuity and compensated absences aggregating to ' 308.48 Crores , primarily attributable to changes in wage definition, as “Impact of new Labour Codes" as “Exceptional item" in the Standalone Financial Statements for the year ended March 31, 2026. On May 8, 2026, the Government of India notified Central Rules. However corresponding State Rules and certain other operations clarifications under the new Labour codes are yet to be notified. The Company continues to monitor the finalisation of State Rules, and further clarifications, and will record any additional accounting impact, as required.
1. These will expire in various years from FY 2026-27 to FY 2033-34
2. The above are gross amounts on which appropriate tax rates would apply.
3. The Company has not recognised deferred tax asset in respect of deductible temporary difference relating to certain investments as presently it is not probable that future taxable capital gain will be available in the foreseeable future to recover such deferred tax assets.
4. The Company has not recognised deferred tax liabilities on taxable temporary differences arising from investments in subsidiaries, as it has the ability to control the timing of the reversal of these differences and it is probable that such differences will not reverse in the foreseeable future.
5. The Ultimate Holding Company's consolidated revenue exceeds the threshold prescribed under the OECD framework on Pillar Two. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates. Based on the current assessment, the Company does not expect a material impact on its standalone financial statements from the application of Pillar Two rules.
3.2 Employee benefit plans (Including Retirement benefit plans)3.2.1 Defined contribution plans
Payments to defined contribution plans i.e., Company's contribution to superannuation fund, employee state insurance and other funds are determined under the relevant schemes and / or statute and charged to the standalone statement of profit and loss in the period of incurrence when the services are rendered by the employees.
The total expense recognised in profit or loss of ' 35.77 crores (2024-25: ' 30.67 crores) represents contribution paid/ payable to these schemes by the Company at rates specified in the schemes.
3.2.2 Compensated absence and Defined benefit plans
The Company has an obligation towards gratuity as per Payment of Gratuity Act, 1972, a defined benefit plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at the time of retirement, separation, death while in employment or on termination of employment of an amount equivalent to 15 days wages payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company makes annual contributions through trusts to a funded gratuity scheme administered by the Life Insurance Corporation of India.
Eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined benefit plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions are made to the provident fund and pension fund set up as irrevocable trusts by the Company. The interest rates declared and credited by trusts to the members have been higher than / equal to the statutory rate of interest declared by the Central Government.
Company's liability towards gratuity (funded), provident fund, other retirement benefits and compensated absences are actuarially determined at the end of each reporting period using the projected unit credit method as applicable.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
The sensitivity analysis presented above may not be representative of the actual change in the obligation, since the above analysis are based on change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the obligation has been calculated using the projected unit credit method at the end of each reporting period, which is the same as that applied in calculating the liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Company expects to make a contribution of ' 274.00 crores (March 2025: ' 53.00 crores) to the defined benefit plans (gratuity - funded) during the next financial year.
The average duration of the benefit obligation (gratuity) is 7.10 years (March 2025: 7.00 years).
3.2.9 Provident Fund Trust - actuarial valuation of interest guarantee :
Ashok Leyland has an obligation to fund any shortfall on the yield of the trust's investments over the administered interest rates on an annual basis. The administered rates are determined annually predominantly considering the social rather than the economic factors and in most cases, the actual return earned by the Company has been lower in the recent past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by the Actuarial Society of India and based on the assumptions provided below.
3.4 Share based payments3.4.1 Details of employees stock option plan of the Company
The Company has Employees Stock Options Plan (ESOP) scheme granted to employees which has been approved by the shareholders of the Company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the Company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the Company on exercise at the exercise price as per the scheme. The options carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
3.4.4 Share options outstanding at the end of the year
The share options outstanding at the end of the year had a weighted average exercise price of ' Nil (as at March 31, 2025: ' 91.06) and a weighted average remaining contractual life of Nil years (as at March 31, 2025: 3.88 years).
3.4.5 Share Appreciation rights
During the year, the Nomination and Remuneration Committee approved the grant of 2,68,48,171 Phantom Stock Appreciation Rights (PSARs) and 15,87,042 Phantom Restricted Stock Units (PRSUs) to eligible employees.
These awards entitle the eligible employees to receive cash payments over a vesting period ranging from one to three years. The payout under the PSARs and PRSUs will be based on the appreciation in the Company's share price, determined as the increase between the share price at the grant date and the share price at the respective vesting dates.
3.5 Lease arrangements Company as lessee
Expenses for the year ended March 31, 2026 includes lease expense classified as short term lease expenses aggregating to ' 17.22 crores (March 31, 2025: ' 27.16 crores) which are not required to be recognised as part of the practical expedient under Ind AS 116.
Expenses for the year ended March 31, 2026 includes lease expense classified as variable lease payments aggregating to ' 53.33 crores (March 31, 2025: ' 69.19 crores).
The total cash outflow for leases for the year ended March 31, 2026 is ' 85.35 crores (March 31, 2025: ' 155.68 crores).
3.6 Financial Instruments3.6.1 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 through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual master planning and budgeting and corporate plan for working capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity, internal accruals and a combination of both long-term and short-term borrowings.
The quarterly returns or statements of current assets filed by the Company with Banks are in agreement with the books of account.
3.6.2 Financial risk management
In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business and operational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and manages through an analysis of the exposures by degree and magnitude of risks.
The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company's policies as approved by the board of directors.
(A) Market risk
Market risk represent changes in market prices, liquidity and other factors that could have an adverse effect on realisable fair values or future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.
(1) Foreign currency risk management:
The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, through a centralised treasury division and uses derivative instruments such as foreign currency forward contracts and currency swaps to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by Management.
Foreign currency sensitivity analysis:
Movement in the functional currencies of the Company against major foreign currencies may impact the Company's Profit and loss. Any weakening of the functional currency may impact the Company's export proceeds, import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management's assessment of a reasonable possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following table details the Company's sensitivity movement in the increase / decrease in foreign currencies exposures (net):
Included in the balance sheet under 'Current - other financial assets' and 'Current - other financial liabilities'. [Refer Notes 1.12A and 1.23]
# amount is below rounding off norms adopted by the Company.
(2) Interest rate risk management:
The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to convert floating interest rates to fixed interest rates vice versa using interest rate swap contracts.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents Management's assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher/ lower, the Company's profit / loss for the year ended March 31, 2026 would decrease / increase by ' 1.01 crores (March 31, 2025 decrease / increase by ' 0.50 crores). This is mainly attributable to the Company's exposure to interest rates on its variable rate borrowings.
(3) Foreign currency and interest rate sensitivity analysis for swap contracts:
The Company had taken foreign currency and interest rate swap (FCIRS) contracts for hedging its foreign currency and interest rate risks related to certain external commercial borrowings. The mark-to-market gain / (loss) as at March 31, 2026 is ' Nil ( March 31, 2025: ' 7.39 crores)
(4) Equity price risk:
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of the Company's investments exposes the Company to equity price risks. In general, these securities are not held for trading purposes.
(B) 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's exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Company is exposed to credit risk from trade receivables, bank balances, inter-company loans, financial guarantees, mutual funds and other financial assets.
Credit risk on Trade receivables:
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The Company operates predominantly on cash and carry basis except sale to State Transport Undertaking (STU), Government and project customers based on tender terms and certain export / domestic customers which are on credit basis. The average credit period is in the range of 7 days to 90 days. However, in select cases, credit is extended which is backed by Security deposit/ Bank guarantee/ Letter of credit and other forms. The Company creates specific provisions for disputes and the expected credit losses for such receivables are insignificant.
The Company makes a loss allowance using simplified approach for expected credit loss (ECL) and on a case to case basis. ECL are the weighted average of credit losses with the expected risk of default occurring as the weights (historically not significant). ECL is difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive. The ageing on trade receivable is given in note 1.10.
The Company's trade and other receivables consist of a large number of customers, across geographies, hence the Company is not exposed to concentration risk except in case of a subsidiary.
Others:
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings. The credit risk on intercompany loans, financial guarantees and other financial assets are evaluated to be immaterial.
The Company's investments in highly liquid mutual funds are considered low-risk. The credit ratings of the respective fund houses are carefully evaluated prior to making any investment decision.
(C) 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 that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital limits from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non-convertible debentures, and other debt instruments. The Company invests its surplus funds in bank fixed deposits and mutual funds, which carry minimal mark to market risks.
3.6.4 Fair value measurements:
(A) Financial assets and liabilities that are not measured at fair values but in respect of which fair values are as follows:
The carrying amounts of current financial assets and liabilites are considered to be the same as their fair values, due to their shortterm nature. Difference between fair value of non-current financial instruments carried at amortised cost and their carrying value is not considered to be material to the financials statements. The fair values for loans, security deposits are calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk. The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
(B) Financial assets and financial liabilities that are measured at fair value on a recurring basis as at the end of each reporting period:
Some of the Company's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values for material financial assets and material financial liabilities have been determined (in particular, the valuation technique(s) and inputs used).
1. The Company evaluated the impact of the Supreme Court Judgement in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952 and the Management believes that further clarity is required on this matter for the time period prior to 31st March 2019. However, it is not likely to have a significant impact and accordingly, no provision has been made in the Standalone Financial Statements.
The Company is involved in various claims and actions in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. In the opinion of the management the outcome of any existing claims, legal and regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on the business, financial condition, results of operations and cash flows of the Company based on the current position of such claims/legal actions.
2. The Ministry of Environment, Forest and Climate Change notified the Environment Protection (End-of-Life Vehicles) Rules, 2025, through a notification dated January 06, 2025, which is effective from April 01, 2025. According to these rules, obligations must be met by vehicle manufacturers in respect of vehicle introduced in the Domestic Market for the period up to March 31, 2026, by purchasing Extended Producer Responsibility (EPR) certificates to fulfil its responsibility of meeting the scrapping targets of End-of-Life Vehicles (ELV). It is anticipated that the Government will define the pricing of EPR certificate and operational mechanism in due course. Currently, the management is evaluating various business models to comply with the rules. Due to lack of information about the pricing mechanism and evolving matters, reliable financial estimate of the obligation cannot be made. Accordingly, the Company will continue to assess the ability to reliably estimate its obligations under the ELV Rules as and when the details of implementation framework are available.
(i) TL -12 - Term loan was secured by way of first ranking charge on the specified plant and machinery of a manufacturing unit of the Company located at Pantnagar to the extent of loan amount outstanding.
(ii) TL - 13 - Term loan was secured by way of first ranking charge on the specified plant and machinery of the manufacturing units of the Company located at Hosur to the extent of 1.25 times of the amount of loan. Term loan has been fully repaid during the year and satisifaction of charge has been duly filed with Registrar of Companies.
(iii) TL - 14 - Term loan was secured by way of exclusive charge on the specified plant and machinery and other movable fixed assets of a manufacturing unit of the Company located at Pantnagar to the extent of 1.10 times of the amount of loan. Term loan has been fully repaid during the year and satisifaction of charge has been duly filed with Registrar of Companies.
(iv) TL - 15 - Term loan was secured by way of exclusive charge on the specified plant and machinery and other movable fixed assets of the manufacturing units of the Company located at Pantnagar and Hosur to the extent of 1.25 times of the amount of loan.
(v) TL -16 - Term loan was secured by way of first ranking charge on the specified plant and machinery of the manufacturing units of the Company located at Chennai and Hosur to the extent of loan amount outstanding.
(vi) TL -17 - Term loan was secured by way of first ranking charge on the specified plant and machinery of the manufacturing units of the Company located at Hosur to the extent of 1.10 times of the amount of loan.
(vii) TL-18 Term Loan was secured by way of exclusive charge on the aircraft to the extent of the loan.
(viii) NCD - Series 3 - 7.30% AL 2027 are secured by way of First Ranking charge over specific plant and machinery of manufacturing unit situated at Hosur to the extent of 1.10 times of the amount of debentures and interest accrued thereon.
(ix) The above SIPCOT soft loan are secured by way of first charge on the fixed assets created and the same shall be on pari passu with other first charge holders of LCV division. SIPCOT soft loan has been fully repaid during the year and satisifaction of charge has been duly filed with Registrar of Companies.
The Company has registered the charges / satisfaction / modification of charges with the Registrar of Companies within the stipulated period.
Allocation of goodwill to cash-generating units
Pursuant to business combination, Light Commercial Vehicle division (LCV division) is identified as a separate cash generating unit. Goodwill has been allocated for impairment testing purposes to this cash-generating unit.
Cash-generating units to which goodwill is allocated are tested for impairment annually at each reporting date, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that unit. The Company has used post tax discount rate of 18.0% (March 2025: 19.0%) and terminal growth rate of 3% (March 2025: 3%) for the purpose of impairment testing based on the next five years projected cash flows. Both pre tax and post tax discount rates give the same recoverable amount. The Company believes that any reasonable further change in the key assumptions on which recoverable amount is based, would not cause the carrying amount to exceed its recoverable amount.
Also Refer Notes 1D and 1E.15
3.18 The Company does not have any transactions with struck off companies under Companies Act, 2013 or Companies Act, 1956, during the year.
3.19 During the year, the Company invested GBP 30 million (' 370.58 crores) on March 24, 2026 in Optare Plc, UK (its subsidiary) [Intermediary 1]. Intermediary 1 invested the entire proceeds received from the Company, amounting to GBP 30 million on March 27, 2026 in Switch Mobility Limited, UK (its subsidiary) [Ultimate Beneficiary].
For the year ended March 31, 2025, the Company paid share application money on March 27, 2025, amounting to GBP 45 million (' 498.76 crores) towards additional equity investment in Optare Plc, UK (its subsidiary) [Intermediary 1], and the shares were subsequently allotted on April 02, 2025. During the year, Intermediary 1 invested, directly and indirectly, in Switch Mobility Limited, UK (its subsidiary) [Ultimate Beneficiary], amounting to GBP 31.62 million through multiple tranches on April 24, 2025 - GBP 2.0 million, May 20, 2025 - GBP 2.5 million, June 05, 2025 - GBP 7.12 million, June 25, 2025 - GBP 4.5 million, August 22, 2025 - GBP 4.0 million, September 23, 2025 - GBP 4.5 million, November 26, 2025 - GBP 4.0 million, and February 19, 2026 - GBP 3.0 million.
The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013, to the extent applicable, and these transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
Except as detailed above, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
3.20 The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
3.21 No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
3.22 The Company has complied with the number of layers prescribed under the Companies Act.
3.23 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of accounts.
3.24 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
3.25 The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule III of the Companies Act, 2013 for better understanding and comparability.The reclassifications / regroupings do not have material impact on the standalone financial statements.
3.26 The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
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