(1) No trade receivables are due from Directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies in which any Director is a partner, a Director or a member.
(2) Trade Receivables include an aggregate amount of ' 2479.19 lakhs / EUR 23.24 lakhs (' 2408.45 lakhs / EUR 26.39 lakhs) (net of return, discount and customer claims) against certain invoices of previous years relating to export of Products which has been considered as good and recoverable based on confirmation/reconciliation of the outstanding amount with the concerned overseas customer. Accordingly, the Company does not expect material adjustment in the books of account except for the delay in realisation of the export proceeds thereagainst.
(i) Loans from Banks/NBFC are secured by way of hypothecation charge over movable Property, Plant and Equipment, both present and future and charge created by way of mortgage by deposit of title deeds of certain immovable properties of the Company, ranking first/second pari-passu interse amongst the consortium lender banks and term loan lender(s) (including Supplier’s Credit). Loans from Banks/NBFC are further secured by first/or second pari-passu charge (specific to a term loan) by way of hypothecation of entire Current Assets, both present and future, of the Company viz. inventories, bills receivables, book debts, claims, etc. Rupee Term Loans from Bank/NBFC are repayable in equated quarterly instalments, commencing from March, 2024 and ending on September, 2029 and carry rate of interest varying from 8.75% p.a. to 10.45% p.a. on the reporting date. Supplier’s Credit(s) in Foreign Currency availed from Banks are due for repayment between June, 2026 to December, 2027 and carry rate of interest varying from 2.95% p.a. to 4.58% p.a. on the reporting date. The Supplier’s Credit in Foreign Currency (excluding availed from a term lender) are also backed by corporate guarantee of Vindhya Telelinks Limited, a body corporate.
(ii) Neither registration nor satisfaction of any charge is pending to be filed/registered with the Jurisdictional Registrar of Companies beyond the statutory period in respect of security created by the Company in favour of lenders.
(iii) Term Loans were applied for the purpose(s) for which the loans were obtained.
Unsecured Borrowing
Loans from Bodies Corporate carry rate of interest varying from 8.85% p.a. to 9.00% p.a. and are due for repayment between
November, 2028 to March, 2029 as per the mutually agreed repayment schedule with the concerned lenders.
(i) Working Capital Loans/Borrowings from Banks are generally renewable within twelve months from the date of sanction or immediately previous renewal date, unless otherwise stated. The lender banks have a right to cancel the credit limits (either fully or partially) and, inter-alia, demand repayment in case of non-compliance of terms and conditions of sanctions or deterioration in the sanctioned loan accounts in any manner.
(ii) Working Capital Loans/Borrowings (both fund and non fund based) from Banks are secured by first/or second charge by way of hypothecation of entire Current Assets both present and future, of the Company viz. inventories, bills receivables, book debts (trade receivables), claims, etc. ranking pari-passu amongst the lender consortium banks and certain secured term loan lender and are further secured by way of hypothecation of movable property, plant and equipment, both present and future, and charge created by way of mortgage by deposit of title deeds of certain immovable properties of the Company, ranking first/or second (specific to a term lender) pari-passu interse amongst the lender consortium banks and Term Loan lenders. The Working Capital Borrowings are also backed by corporate guarantee of Vindhya Telelinks Limited, a body corporate.
(iii) Funds raised on short term basis have not been utilised for long term purposes and deployed for the purpose(s) they were obtained.
(iv) Charges with respect to above working capital borrowings have been created in favour of Security Trustee acting for the benefit of and on behalf of the lenders.
(v) Bank Returns/Stock Statements filed by the Company with its bankers are materially in agreement with the books of account.
(vi) Neither registration nor satisfaction of any charge is pending to be filed/registered with the Jurisdictional Registrar of Companies beyond the statutory period in respect of security created by the Company in favour of lenders.
36. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR):
(a) Contingent liabilities:
Claims against the Company not acknowledged as debts ' 20.85 lakhs (' 20.85 lakhs).
(b) Commitments:
Estimated amount of contracts remaining to be executed on Capital Account (Net of advances) and not provided for ' 3.95 lakh (' 10.83 lakhs).
37. DIVIDEND:
The Board of Directors in its Meeting held on 22nd May, 2026 has recommended a dividend of ' 1.25/- (12.50%) per share (' Nil (-) per share) per fully paid up equity shares of ' 10/- each for the financial year ended on 31st March, 2026. The same is subject to approval by the shareholders in the ensuing Annual General Meeting of the Company.
The estimates of future salary increase, considered in actuarial valuation, take into account the effect of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on plan assets is determined based on the market prices prevailing as on Balance Sheet date, applicable to the period over which the obligation is to be settled.
(x) Risk Exposure:
The Defined Benefit Plan is exposed to number of risks like asset volatility, inflation rate risk, life expectancy assumptions. etc.
(xi) The Employee Benefits Expense for the financial year ended 31st March, 2026 includes the incremental impact of Gratuity liability amounting to ' 223.54 lakhs (' Nil) based on actuarial valuation and management estimates, in pursuance to the four new Labour Codes which have been made effective from 21st November, 2025, in accordance with the guidance provided by the Institute of Chartered Accountants of India and other relevant clarifications by the Ministry of Labour & Employment, Government of India. The Company will continue to monitor the developments and may update the estimates as required in the period in which State(s) rules are notified and further clarifications/ update on the governing provisions of the new Labour Codes are available.
(b) Defined Contribution Plans:
Company’s contribution to defined contribution schemes such as Government administered Provident/Family Pension and approved Superannuation Fund are charged to the Statement of Profit and Loss as incurred. The Company has no further obligations beyond its contributions.
39. SEGMENT INFORMATION:
(a) The Company has only one reportable primary business segment i.e. Cables, based on guiding principles given in Ind AS 108 “Operating Segments” notified pursuant to Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the disclosure requirements of Ind AS 108 are not applicable.
(a) The remuneration to Key Managerial Personnel(s) other than Non-Executive Directors stated above does not include provision/payment towards incremental liability on account of gratuity and compensated absences since actuarial valuation is done for the Company as a whole.
(b) Remuneration to Non-Executive Directors save and except Shri Harsh V. Lodha, Chairman includes provision of ' 18.00 lakhs (' 11.50 lakhs) towards remuneration/compensation by way of profit related commission (excluding Goods and Services Tax, if any, thereon) for the year. Shri Harsh V. Lodha, Chairman, has decided not to take remuneration/compensation by way of profit related commission pertaining to the financial year 2025-26.
(c) Transactions mentioned above are exclusive of Goods and Services Tax (GST), wherever applicable.
(d) No amount has been provided as doubtful debt or advance written off or written back in the year in respect of debts due from/to above Related Parties.
(e) Transactions and balances relating to reimbursement of expenses to/from the above Related Parties have not been considered in the above disclosure.
The fair value of financial assets and liabilities are included at the amount at which instruments could be exchanged in a
current transaction between the willing parties. The following methods and assumptions were used to estimate the fair value:
(A) The Company has opted to fair value its quoted equity instruments at its market quoted price through OCI.
(B) The Company has opted to fair value its unquoted equity instruments at its Net Asset Value(NAV)/Discounted Cash Flow (DCF) through OCI.
(C) The fair values of cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, short term borrowings, trade payables, and other financial liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments. The Company has adopted Effective Interest Rate Method (EIR) for fair valuation of long term borrowings, non-current financial assets and non-current financial liabilities.
(D) The fair value of forward exchange contracts is based on certificate given by respective banks.
Fair Value Hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
46. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES:
The Company’s activities are exposed to a variety of Financial Risks from its Operations. The key financial risks include Market risk, Credit risk and Liquidity risk.
(a) 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 mainly three types of Risk: Foreign Currency Risk, Interest Rate Risk, Other Price Risk such as Commodity Price Risk and Equity Price Risk.
(i) 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 is exposed to foreign exchange risk arising from foreign currency transactions of imports, exports and borrowing primarily with respect to USD, EURO, GBP, AED and CNY. The Company’s exports are denominated generally in USD and EURO, providing a natural hedge to some extent against foreign currency payments on account of imports of raw materials and/or the payment of borrowings. The foreign currency transaction risk are managed through selective hedging programmes by way of forward contracts including for underlying transactions having firm commitments or highly probable forecast of crystallisation.
(iii) Commodity Price Risk:
The Company is affected by the price volatility of certain commodities. Its operating activities require the purchase of raw material for manufacturing of Cables and therefore, require a continuous supply of certain raw materials such as optical fibre, plastic and polymers, copper etc. To mitigate the commodity price risk, the company has an approved supplier base to get the best competitive prices for the commodities and to manage the cost without any compromise on quality.
(iv) Equity Price Risk:
The Company’s exposure to equity instruments price risk arises from investments held by the company and classified in the Balance Sheet at Fair Value through OCI. Having regard to the nature of securities, intrinsic worth, intent and long term nature of investment in securities held by the company, fluctuation in their prices are considered acceptable and do not warrant any management estimation.
(b) Credit Risk:
(i) Trade Receivables
The Company has an established policy, procedures and control relating to customer credit risk management. The Company assesses the credit quality of the counterparties taking into account their financial position, past experience and other factors. Some of the customers are Government owned entities and private telecom sector operators. Credit risk is reduced to a significant extent if the supplies are part of a project which is funded by the Central / State Government. Outstanding customer receivables are regularly monitored and assessed. At the end of the reporting period, there were no significant concentrations of credit risk expected in outstanding receivable.
(ii) Deposits with Bank:
The fixed deposits with banks predominantly comprises of margin money against bank guarantees, letter(s) of credit, etc. as per the terms of sanction of non fund based credit facilities.
(c) Liquidity Risk :
Liquidity risk is the risk, where the Company may encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due.
48. CAPITAL MANAGEMENT:
The Company’s primary objective with respect to capital management is to ensure continuity of business and support the growth of the Company while at the same time provide reasonable returns to its various stakeholders and maximise shareholders value. In order to achieve these objectives, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Sourcing of capital is done through judicious combination of equity/ internal accruals and borrowings, both short term and long term. The capital structure is governed by policies approved by the Board of Directors and the Company monitors capital by applying net debt (total borrowings less investments and cash and cash equivalents) to equity ratio. The Company manages its capital structure and make adjustments in the light of changes in economic conditions and the requirements of financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2026 or corresponding previous year.
(c) Undisclosed income:
No transactions have been recorded in the books of account that has been surrendered/ disclosed as income during the year in the tax assessments.
(d) 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:
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(e) The Company has not received any fund from any other person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) Directly or indirectly lend or invest in other person(s) or entiy(ies) identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
Notes: Explanation for changes in Ratio by more than 25%
(i) Return on Equity, Net Profit Ratio and Return on Capital Employed is improved due to higher Turnover during the year resulting into increase in Profit of the Company.
(ii) Return on Investment in Shares is increased due to increase in the market value of investments as compared to previous year.
50. The Board of Directors of the Company (“Transferor Company” or “Company”) vide its resolutions dated 21st March, 2026, approved the Scheme of Amalgamation between the Company and Vindhya Telelinks Limited (“Transferee Company”) and their respective shareholders and creditors (Scheme) pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder for the amalgamation of the Company into the Transferee Company w.e.f. the appointed date of 1st April, 2026.
Upon the Scheme becoming effective, the Transferor Company shall stand dissolved and the Transferee Company will issue and allot to the equity shareholders of the Transferor Company (other than Transferee Company), 10 equity shares of the face value of ' 10/- each fully paid of the Transferee Company for every 115 equity shares of the face value of ' 10/- each fully paid held by them in the Transferor Company. Equity Shares held by the Transferee Company in the Transferor Company and vice - versa shall stand cancelled and extinguished.
The Company has filed necessary applications for seeking no-objection/observation letters from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the Scheme. The proposed Scheme is also subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the jurisdictional Hon’ble National Company Law Tribunal (“NCLT”).
51. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s classification. The figures in brackets are those in respect of the previous accounting year.
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