(xiii) Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Company has a present obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. A disclosure for a contingent liability is made where there is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Provisions are reviewed regularly and are adjusted where necessary to reflect the current best estimates of the obligation. Where the Company expects a provision to be reimbursed, the reimbursement is recognised as a separate asset, only when such reimbursement is virtually certain.
Contingent asset is not recognised in the standalone financial statements. However, it is disclosed when an inflow of economic benefits is probable and is recognised as asset only when an inflow of economic benefits is virtually certain.
(xiv) Borrowing costs
Borrowing costs includes interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
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 respective asset. All other borrowing costs are expensed in the period in which they occur. The Company ceases capitalising borrowing costs when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
(xv) Inventories
Inventories of stock-in-trade are valued at cost or net realisable value, whichever is lower. The cost is determined on weighted average basis, and includes all costs incurred in bringing the inventories to their present location and condition including non-recoverable taxes.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
Further, inventory contains service spares which are used as replacement stocks by the Company for servicing the customers repairs and maintenance requirements during the service period. Adequate allowances are recognised as a measure of consumption over their expected life based on their usage.
Cost related to product and implementation contracts where performance obligation is not complete and certain goods or service inventories transferred to customer premises as a part of contract, is recognised and presented as "Inventory at customer site".
Cost of stores and spares includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition including non-recoverable taxes. The aforesaid items are valued at net realisable value if the finished products in which they are to be incorporated are expected to be sold at a loss.
(xvi) Income recognition
(a) Revenue recognition
When a performance obligation is satisfied, the Company recognises as revenue the amount of the transaction price (which excludes estimates of variable consideration) that is allocated to that performance obligation. Transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Ind AS 115 specifies five step model for revenue recognition:
1. Identify the contract with a customer;
2. Identify the separate performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the separate performance obligations; and
5. Recognize revenue when (or as) each performance obligation is satisfied.
The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of the consideration is probable.
Revenue is recognised in the statement of profit and loss with the contracted price, net of any adjustments made to the contract price and specifying the nature and amount of each such adjustment separately.
Sale of products
Revenue from the sale of products, including leasing of specific inventory item, is recognised when control of the product is transferred to the buyer and performance obligation is satisfied, which generally coincides with acknowledgement of delivery, amount billed pending is disclosed as "Contract liabilities". The Company collects Goods and Services Tax ('GST') and other indirect taxes on behalf of the government and, therefore, these are not economic benefits flowing to the Company and are excluded from revenue.
Sale of services
1. Revenue from implementation services (including installation and commissioning) related to products supplied or on a standalone basis are recognised when the services are rendered, as the performance obligations are met.
2. Revenue from maintenance contracts is recognised based on time elapsed and revenue is straight lined over the period of the performance or on the performance of services as specified in the contract. This method of revenue recognition provides a faithful depiction of transfer of services.
3. Service income of a periodic nature which is billed but has not accrued during the year is disclosed as "Contract liabilities".
4. The Company collects GST and other indirect taxes on behalf of the government and therefore, these are not economic benefits flowing to the Company and are excluded from revenue.
Any modification or change in existing performance obligations is assessed to determine whether the distinct services is added to the existing contracts or not. The distinct services are accounted for as a new contract and services which are not distinct are accounted for on a cumulative catch-up basis.
Cost to fulfil the contracts
Recurring operating costs for contracts with customers are recognised as incurred. Revenue recognition excludes any government taxes but includes reimbursement of out of pocket expenses. Provision towards onerous contracts are recognised when the expected economic benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting the future obligations under the contract. The provision is measured at present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
Incremental costs of obtaining a contract
The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. For certain contracts, the Company does incur insignificant incremental costs to obtain the contract. The Company applies practical expedient by recognising such cost as expense, when incurred, in the standalone statement of profit and loss instead of creating an asset as the amortisation period of the asset that the Company otherwise would have recognised is one year or less.
Significant financing component
The Company considers all relevant facts and circumstances in assessing whether a contract contains a financing component and whether that financing component is significant to the contract, including both the conditions:
(a) The difference, if any, between the amount of promised consideration and the cash selling price of the promised goods or services; and
(b) The combined effect of both the following conditions:
(i) the expected length of time between when the Company transfers the promised goods or services to the customer and when the customer pays for those goods or services; and
(ii) the prevailing interest rates in the relevant market.
(b) Other operating revenue
It includes revenue arising from the reversal of operating liabilities / provisions no longer required or revenue arising from the Company's ancillary revenue-generating activities. Revenue from these activities are recorded only when the Company is reasonably certain of such income.
(c) Other income
Other income majorly comprises interest income which is recognised using the effective interest method and on time proportion basis.
(d) Trade receivables, contract assets and contract liabilities
Trade Receivable, net is primarily comprised of billed and unbilled receivables (i.e. only the passage of time is required before payment is due) for which the Company has an unconditional right to consideration, net of an allowance for doubtful accounts. A contract assets arise when the Company has transferred services to the customer (i.e., performance obligation is satisfied), but the right to consideration is conditional on something other than the passage of time (e.g., pending billing milestone or scheduled invoicing). Contract liabilities consist of advance payments and billings in excess of revenues recognised. The difference between opening and closing balance of the contract assets and liabilities results from the timing differences between the performance obligation and customer payment.
(xvii) Income tax
Tax expense for the year comprises of current tax and deferred tax. Current tax is measured at the amount of tax expected to be paid to the taxation authorities on the taxable profits after considering tax allowances and exemptions and using the applicable tax rates and laws. Deferred tax is recognised on temporary differences between the accounting base and the tax base for the year and quantified using the tax rates and tax laws enacted or substantively enacted as at the balance sheet date.
Deferred tax is recognised using the balance sheet approach. Deferred tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in standalone financial statements, except when the deferred tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.
Deferred tax asset is recognised to the extent it is probable that future 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. Deferred tax liabilities are recognised for all taxable temporary differences.
Current tax and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off the recognised amount and there is an intention to settle the asset and liabilities on a net basis.
(xviii) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period, are adjusted for the effects of all dilutive potential equity shares.
(xix) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, balance with banks in current account and deposits, together with other short-term, highly liquid investments (original maturity less than three months) that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
(xx) Equity shares
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(xxi) Service charges
Service charges comprise the cost for back to back implementation services / installation and commissioning related to products supplied at customer location. The cost is recognised when the services are received / commissioned or on completion of the performance obligation.
Further, costs towards maintenance contracts is recognised based on receipt / delivery of services under the contract. It includes charges paid / payable to vendors towards annual maintenance contracts / warranty contracts / software support charges / engineers posted at customer sites.
(xxii) Events after the reporting date
If the Company receives information after the reporting period, but prior to the date when the financial statements are approved for issue, about conditions that existed at the end of the reporting period, it assesss whether the information affects the amounts that it recognises in its standalone financial statements. The Company adjusts the amounts recognised in its standalone financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company does not change the amounts recognised in its standalone financial statements, but discloses the nature of the non adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
(xxiii) Exceptional items
When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to assist users in understanding the financial performance achieved and in making projections of future financial performance, the nature and amount of such material items are disclosed separately as exceptional items.
(xxiv) Recent accounting pronouncements
The Ministry of Corporate Affairs ("MCA") notified amendments on May 7, 2025 and August 13, 2025 under the Companies (Indian Accounting Standards) Amendment Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which is effective from annual reporting periods beginning on or after April 1, 2025.
(i) Amendment to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangement:
The amendments to Ind AS 7 'Statement of Cash Flows' and Ind AS 107 'Financial Instruments: Disclosures' clarify the characteristics of supplier finance arrangements and require additional disclosures for such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
As a result of implementing the amendments, the Company has provided additional disclosures about its supplier finance arrangement (refer note 17(a) for further details).
(ii) Amendment to Ind AS 1 - Classification of liabilities as current or non-current and non-current liabilities with covenants:
The amendment specifies the requirements for classifying liabilities as current or non-current in the balance sheet, and clarifies the following:
a) An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
b) If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period.
c) In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.
These amendments have no effect on the measurement of any items in the standalone financial statements of the Company. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1.
(iii) Amendment to Ind AS 12 - Pillar-Two Tax Reforms
The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation has not yet been enacted in any of the jurisdictions in which the Company operates.
(iv) Amendment to Ind AS 21 - Lack of exchangeability
The amendments introduce requirement to assess when a currency is exchangeable into another currency and when it is not. The amendment requires an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments had no effect on the standalone financial statements of the Company.
The below amendments are notified but not yet effective
Amendment to Ind AS 1 ‘Presentation of Financial Statements' - Classification of Liabilities as current or non-current and non-current liabilities with covenants:
The amendment includes specific provisions that will take effect for reporting periods beginning on or after April 1, 2026, retrospectively, as outlined below:
a) Breach of material covenant for long-term loan arrangement on or before end of reporting period with effect that liability becomes payable on demand as on reporting date, then it shall be classified as current liability, if lender agreed after reporting period and before approval of financial statements to not demand payment as a consequence of breach.
b) Classify as non-current liability, if lender agreed by end of reporting period to provide grace period ending at least 12 months after reporting period within which entity can rectify the breach provided lender does not demand immediate repayment.
c) Disclose information about the timing of settlement to understand the impact of the liability on the financial statements.
The Company does not expect this amendment to have an impact on its operations of standalone financial statements.
The Company, along with its foreign and Indian subsidiaries, (collectively referred to as "the Group")
* Represents legal ownership as per the local laws of respective country. However, the Company through its subsidiaries, is holding 100% of the beneficial interest in these entities and accordingly 100% of the voting rights for such entities are also with the Company through its subsidiaries.
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
** The Group entered into a Share Purchase Agreement dated December 30, 2025 for the sale of its 39.53% equity stake in Black Box DMCC (formerly known as ZServices HQ DMCC) for a consideration of US$ 4 Million, payable in four equal instalments on or before January 26, 2029. Pursuant to this transaction, the Company ceased to be an associate of the Group with effect from December 31, 2025.
Section 129(3) of the Act requires preparation of consolidated financial statements of the Holding Company and of all the subsidiaries including associate company and joint venture businesses in the same form and manner as that of its own. Ind AS 28 defines Associate as an entity over which the investor has significant influence. It mentions that if an entity holds, directly or indirectly through intermediaries, 20% or more of the voting power of the enterprise, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Also, the fact that an investor does not have significant influence in an enterprise can be demonstrated through following conditions:
(i) The investor does not have any representation on the board of directors or corresponding governing body of the investee.
(ii) The investor does not participate in policy making process.
(iii) The investor does not have any material transactions with the investee.
(iv) The investor does not interchange any managerial personnel.
(v) The investor does not provide any essential technical information to the investee.
Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts are recognised in the standalone statement of profit and loss.
Notes:
Pursuant to a capital reduction as approved by a special resolution of the members on May 27, 2023, cancelled 10 ordinary shares of Black Box Technologies Pte. Limited, wholly-owned subsidiary of the Company.
The Company had made additional investment amounting to '71.70 Crore equivalent to US$ 8.52 Million in Black Box Technologies Pte. Limited, wholly-owned subsidiary of the Company, through Overseas Direct Investment route during December 2024 [refer note 36(II)].
Notes:
1. Refer note 21 for information on assets provided as collateral or security for borrowings or financing facilities availed by the Company.
2. Refer note 42(c) for movement in contract assets.
Footnote:
The Board of Directors and the Shareholders of the Company at their meetings held on August 02, 2024 and August 29, 2024, respectively, had approved the issuance of 98,32,123 convertible warrants at a price of '417 per warrant.
Considering the approval received from the Board and the shareholders and the receipt of initial subscription money from the allottees, the Board of Directors, through a circular resolution passed on September 27, 2024, allotted 92,65,215 convertible warrants to both the promoter and non-promoter categories. These warrants were allotted at a price of '417 per warrant, with the right for each warrant holder to apply for and be allotted one equity share of the Company, having a face value of '2 per share and a premium of '415 per share, within a period of 18 months from the date of allotment of the warrants.
The paid-up equity share capital increased from ^33.87 Crore (16,93,46,882 equity shares of '2 each) to '35.50 Crore (17,74,95,255 equity shares of '2 each) during the year ended March 31, 2026.
(b) Rights, preference and restriction on equity shares
The Company has only one class of equity shares having par value of '2 per share. Each holder of equity share is entitled to one vote per equity share. The Company declares and pays dividends in INR.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after distribution of all preferential amounts. The distribution will be in proportion to the number of fully paid-up equity shares held by the shareholders.
(c) Essar Telecom Limited ('ETL') is the holding company with effect from December 28, 2023. Essar Global Fund Limited is the ultimate holding company as at March 31, 2026 and March 31, 2025. Refer note (i) below.
(d) Aggregate number of bonus shares issued or buy back of shares during the period of five years immediately preceding the reporting date
The Company has neither issued bonus shares nor has there been any buy back of shares during five years immediately preceding March 31, 2026.
(e) Shares issued for consideration other than cash
There are no such shares issued, allotted or bought back during the period of five years immediately preceding the reporting date.
(f) Dividend
During the year ended March 31, 2026, the Company paid the final dividend of '1 per equity share (face value '2) for the year ended March 31, 2025 amounting to '16.82 Crore.
The Board of Directors of the Company have recommended a final dividend of '1 per equity share (face value '2) for the year ended March 31, 2026 and final dividend is payable subject to the approval of the shareholders at the fortieth annual general meeting.
On approval, the total dividend outgo is expected to be amounting '17.75 Crore based on number of shares outstanding as at March 31, 2026.
(a) Provision for warranties
A provision is recognised for expected warranty claims on products sold during the last one year, based on the past experience of the level of repairs and returns. It is expected that significant portion of these costs will be incurred in the next financial year and all will have been incurred within a year after the reporting date. Assumptions used to calculate the provision for warranties were based on current sales levels and current information available about returns. The table below gives information about movement in warranty provision.
Notes:
(a) Cash credit facilities from banks are secured by first pari-passu charge on entire current assets of the Company (present and future) including inventory of material and components, work-in-progress, stock-in-trade, trade receivables, insurances, claims, deposits, other assets etc. and by second pari-passu charge on all moveable PPE of the Company.
Cash credit carry an effective interest rate of 10.00% to 11.15% p.a. (March 31, 2025: 11.10% to 14.55% p.a.).
Footnote: The Company is a global ICT solution provider and integrator operating in various quadrants and the solutions sold to customers are configured as per specific customer requirements. The heterogeneous mix of components in solutions offered to customers makes it difficult to establish a meaningful / homogenous relationship for providing breakup of products purchased / sold during the year and the inventory position. Consequently, it is neither feasible nor meaningful to give the category-wise details of products purchased and sold during the year and inventory position for all its product solutions.
(b) Defined benefit plan - The Company has an partially funded defined benefit plan i.e. Gratuity, for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. This defined benefit plan is governed by The Payment of Gratuity Act, 1972.
The following tables summarise the components of employee benefits expense recognised in the standalone statement of profit and loss and the amounts recognised in the standalone balance sheet for the gratuity plan.
Sensitivity analysis:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, salary growth rate, attrition rate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of the sensitivity analysis is given below:
(c) Compensated absences: With effect from January 1, 2017, the Company has decided to restrict the balance of un-availed privilege leave ('PL) to a maximum of 42 days from erstwhile limit of 90 days. Further, PL cannot be en-cashed or accumulated and shall lapse every year in the month of December. The balance as at December 31, 2016 is entitled to be en-cashed only during separation from the Company based on the basic salary as at December 31, 2016.
34 Employees stock option plan
The Company provides share based payment schemes to its employees. Since the year ended March 31, 2016, an employee stock option plan ('ESOP') was in existence i.e. ESOP scheme 2015. The relevant details of the scheme (post sub-division of its equity share of '10 each into equity share of '2 each) and the grant are as below.
The shareholders of the Company through postal ballot on April 21, 2015 approved the equity settled ESOP scheme 2015 for issue of stock options to key employees and directors of the Company setting aside 71,16,615 options under this scheme. The Company had previously granted 50,24,330, 16,01,240, 8,53,995 and 3,15,000 stock options on May 14, 2015, May 19, 2016, June 15, 2018 and October 19, 2020, respectively. According to the scheme, the employees selected by the Nomination and Remuneration Committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions. The other relevant terms of the grants are as below:
Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period. The measure of volatility used in Black-Scholes-Merton formula is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time. Company considered the daily historical volatility of Company's stock price on NSE over a period prior to the date of grant, corresponding with the expected life of the options.
Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on zero coupon yield curve for government securities.
Expected life of the options : Expected life of the options is the period for which the Company expects the options to be live. The minimum life of stock options is the minimum period before which the options cannot be exercised and the maximum life of the option is the maximum period after which the options cannot be exercised. The Company has calculated expected life as the average of the minimum and the maximum life of the options.
Dividend yield: Expected dividend yield has been calculated by dividing the last declared dividend per share by the market price per share as on the date of grant.
35 Segment information
The Company has presented data related to its segments in its consolidated financial statements. No disclosures regarding segments are therefore presented in these standalone financial statements.
Notes:
1. The remuneration to the KMP does not include the provisions made for gratuity and compensated absences, as they are determined on an actuarial basis for the Company as a whole.
2. No remuneration has been paid to Mr. Sanjeev Verma, Whole-time Director during the years ended March 31, 2026 and March 31, 2025 through the Company.
3. The Company has paid the remuneration to its directors during the year in accordance with the provision of and limits laid down under section 197 read with Schedule V to the Act.
(V) There are no commitments with any related party during the year or as at year end.
(VI) All the related party transactions are made on terms equivalent to those that prevail in an arm's length transaction during the years ended March 31, 2026 and March 31, 2025.
Notes:
1. Foreign currency balances (other than advances) are reinstated in INR using year end exchange rate.
2. Investments (as at balance sheet date) in share capital of related parties of the Company is not considered under 'Amount due to/ from related parties (as at year-end)' as these are not considered 'outstanding' exposure.
3. All the amounts due to/ from related parties (as at year-end) are unsecured.
4. All the amounts due to/ from related parties (as at year-end), other than advances, will be cash-settled. Goods or services will be received/ provided against the advance given/ taken.
** These amounts include trade payables, advance from customers.
# Amount disclosed is gross carrying value before considering impact of allowance for expected credit loss
Notes:
1. The Company is contesting all of the above demands in respect of Income tax, Excise duty, Service tax, Customs duty and Sales tax and the management believes that its positions are likely to be upheld at the appellate stage. No expense has been accrued in the standalone financial statements for the aforesaid demands. The management believes that the ultimate outcome of these proceedings are not expected to have a material adverse effect on the Company's financial position and results of operations and hence no provision has been made in this regard.
2. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.
3. The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and do not include any penalty payable.
4. The Company does not expect any reimbursements in respect of the above contingent liabilities.
5. Refer note 47 for penalty unascertained on account of non-compliance with provisions of Foreign Exchange Management Act, 1999.
* Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities, as amount paid under protest is not charged to the standalone statement of profit and loss by the Company
Footnotes:
(a) It represents demand raised by vendor for remaining outstanding amount which is disputed by Company over non-performance of certain duties by vendor under the contract.
(b) It represents demands raised by direct and indirect tax authorities on various grounds, which are contested by the Company.
(B) Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for is ' Nil (March 31, 2025: '0.05 Crore).
For lease commitment, refer note 41
b) Fair value hierarchy and method of valuation
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in 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: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data (unobservable inputs).
There have been no transfer amongst the levels of fair value hierarchy during the year.
For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions are used to estimate the fair values:
1. Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, other current financial assets/ liabilities and short term borrowings approximate their carrying amounts largely due to short term maturities of these instruments.
2. Financial instruments are evaluated by the Company based on parameters such as individual credit worthiness of the counter-party. Based on this evaluation, allowances are taken to account for expected losses on these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.
Foreign currency risk
The Company's exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions, is primarily with respect to the currencies where the exchange rates are not fixed. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the Company. The Company procures/ sell goods and services in their functional currency and in case of imports/ exports, it primarily deals in United States Dollars ('USD') and Great Britain Pound ('GBP').
The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. There are earnings from customers in foreign currency which act as a natural hedge against foreign currency risk.
3. The fair values for lease contracts were calculated based on cash flows discounted using market interest rate on the date of initial recognition and fair values for deposits were calculated based on cash flows discounted using market interest rate on the date of initial recognition and subsequently on each reporting date. The lease liability is initially recognised at the present value of the future lease payments and is discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates and subsequently measured at amortised cost.
4. Fair value of long term borrowings approximate their carrying amounts due to the fact that no upfront fees is paid as compensation to secure the borrowing and the interest rate is equal to the market interest rate.
39.2 Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The Company's management oversees these risks and formulates the policies which are reviewed and approved by the Board of Directors and Audit Committee. Such risks are summarised below:
a) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market prices. The primary market risk to the Company is currency risk and interest risk.
Interest 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 exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations.
b) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises from cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets as well as credit exposures to customers including outstanding receivables and contract assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
Trade receivables and contract assets
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, forward looking macroeconomic information, analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer including the default risk of the industry and country in which the customer operates also has an influence on credit risk assessment.
The expected credit loss rates are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macro-economic factors affecting the ability of the customers to settle the receivables. The Company recognises lifetime expected losses for all trade receivables and contract assets that do not constitute a financing component.
The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically. There is one customer contributing 11.81% of outstanding trade receivables and contract assets as at March 31, 2026 (March 31, 2025: 18%), however it is a reputed organisation and credit risk is minimal with no history of dispute/ non-recovery.
Outstanding customer receivables and contract assets are regularly monitored.
Other financial assets
The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company evaluates 12 months expected credit losses for all the financial assets for which credit risk has not increased significantly. In case credit risk has increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning.
The Company has considered financial condition, current economic trends, forward looking macroeconomic information, analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents, bank balances other than cash and cash equivalents, margin deposits, security deposits, finance lease assets and other financial assets. In most of the cases, risk is considered low since the counterparties are reputed organisations with no history of default to the Company and no unfavourable forward looking macro economic factors. Wherever applicable, expected credit loss allowance is recorded (refer notes 7, 8 and 12).
c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Also, the Company has unutilized credit limits with banks. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for financial liabilities as well as forecast cash inflow and outflows due in day to day business. In addition, processes and policies related to such risks are overseen by senior management. The Company's management monitors the net liquidation position through rolling forecast on the basis of expected cash flows.
The Company has undrawn '2.15 Crore (March 31, 2025: '6.47 Crore) credit line facility that is secured (refer note 21) and can be drawn down to meet short-term financing needs. Interest would be payable at a rate mutually agreed with banks at the time of drawdown.
40 Capital management
The Company's objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
41 Leases
The disclosures required in accordance with Ind AS 116 "Leases" are as follows:
a) The Company's leased assets primarily consist of leases for office premises, furniture, computer and servers having different lease terms. There are several lease agreements with extension and termination options, for which management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since it is reasonably certain to exercise extension option and not to exercise termination option, the Company has opted to include such extended term and ignore termination option in determination of lease term. Further, Company is not exposed to any variable lease payments or residual value guarantee.
a) Performance obligations:
The performance obligation of Company is satisfied at a point in time or over the period of time depending on the
nature of products and services provided.
1) Revenue from sale of products: It includes unified and voice communication solutions, IP Phones, data products, video conferencing products and cyber security solutions. Revenue is recognised at a point in time, which is generally on the delivery of product (performance obligation is satisfied).
2) Revenue from implementation contracts: It includes implementation services on products (including installation and commissioning). Revenue is recognised in the accounting period in which services are rendered, as the performance obligations are met.
3) Revenue from maintenance contracts: Revenue from fixed maintenance contracts is recognised based on time elapsed and revenue is straight lined over the period of the performance.
e) Remaining performance obligation
As at March 31, 2026, the aggregate amount of transaction price allocated to remaining performance obligations is '12.39 Crore (March 31, 2025: '8.61 Crore) of which approximately 75% (March 31, 2025: 62%) is expected to be recognised as revenue within one year.
f) Company does not have any significant obligations for returns and refunds. For type of warranties, refer note 18(a).
g) Contracts do not have a significant financing component and contracts do not have an element of variable consideration.
44 As per Ind AS 12 "Income Taxes", a deferred tax asset ('DTA') shall be recognised for the carry forward of unused tax loss, unused tax credits and taxable timing differences to the extent it is probable that future taxable profit will be available against which the unused tax loss, unused tax credits and taxable timing differences can be utilised. Accordingly, DTA has been recognised only to the extent of deferred tax liability.
45 As per the transfer pricing rules, the Company has examined international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transactions involved, other than those already adjusted in the standalone financial statements, if any.
46 Corporate social responsibility ('CSR')
As per section 135 of the Act, and rules therein, the Company is required to spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. The Company has CSR committee as per the Act. The funds are utilised on the activities which are specified in Schedule VII of the Act. Details of CSR expenditure are as follows:
The Company's spend towards CSR does not involve any long term projects and accordingly, disclosure requirements relating to ongoing projects is not applicable as at reporting dates.
47 The Company has foreign currency trade payables amounting to '2.91 Crore (March 31, 2025: '3.13 Crore) as on March 31, 2026, which are due for a period more than six months as on March 31, 2026, and includes balance payable amounting to '2.23 Crore (March 31, 2025: '2 Crore), which are outstanding for more than three years as on that date. Also, the Company has foreign currency trade receivables and other financial assets amounting to '4.32 Crore and '2.78 Crore (March 31, 2025: '3.24 Crore and '2.41 Crore) respectively as on March 31, 2026, which are due for more than fifteen months as on March 31, 2026, and includes balance receivable amounting to '3.38 Crore (March 31, 2025: '2.99 Crore) which are outstanding for more than three years as on that date.
The delay in remittances / collections beyond the timeline stipulated under the circulars, directions issued under the Foreign Exchange Management Act, 1999, as amended from time to time (collectively referred as 'the FEMA Regulations') has resulted in non-compliances, however, the Company has filed necessary application with the Authorised Dealer Category - I bank ('AD Bank') for extension of time limit and condonation of delay on payables aggregating to '2.71 Crore during the current year and on payables aggregating to '0.07 Crore subsequent to year end. For the residual payables amounting to '0.13 Crore where extension has not been filed management is in the process of approaching the Reserve Bank of India through AD Bank for write back.
Similarly, during the current year the Company has filed an application with its AD Bank for extension of time limit and condonation of delay for the aforementioned receivables aggregating to '7.07 Crore during the current year and for '0.03 Crore subsequent to year end. The Company is awaiting approval from the AD Bank for these applications filed. Pending conclusion of the aforesaid matter, the management of the Company believes no material penalties/ fines could be levied on account of such non-compliances and accordingly the Company have not accounted for penalties and fines, if any in the Standalone financial statement for the year ended March 31, 2026.
48 The MCA has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which use accounting software for maintaining its books of account, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility except that the audit trail feature was not enabled at the database level from April 1, 2025 to September 28, 2025 to log any direct data changes.
Further, to the extent enabled, audit trail feature has been operated throughout the year for all relevant transactions recorded in the accounting software. Also, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
3 Earnings available for debt service = Net profit after tax (excluding OCI) Non cash operating expenses Interest expenses
4 Debt service = Interest expenses Lease payment within next 12 months Principal repayment of borrowings within next 12 months
5 Cost of goods sold = Purchases of stock-in-trade Changes in inventories of work-in-progress and stock-in-trade
6 Net purchases = Purchases of stock-in-trade Service charges
7 Working capital = Current assets - Current liabilities
8 EBIT = Earnings before finance costs, other income and tax
9 Capital employed = Tangible net worth (i.e., net worth - intangible assets) total borrowings deferred tax liabilities
Reason for variance of more than 25% as compared to the previous year :
Current ratio : Improved due to better working capital management.
Debt-Equity ratio : Increases due to additional borrowings availed during the year.
Debt service coverage ratio : Improvement due to profitability in current year.
Inventory turnover ratio : Lesser inventory turns due to procurement of inventory during year end in anticipation of higher demand.
Net capital turnover ratio : Adverse due to higher current assets.
Net profit ratio : Improvement due to profitability in current year
50 Borrowing secured against current assets
The Company has secured borrowing facilities from banks against the security of its current assets. The quarterly returns or statements for trade receivables and inventory are regularly filed by the Company with the banks, and the required reconciliation is presented below. The Company is not required to submit quarterly returns or statements for other pledged current assets.
51 Additional regulatory information required by Division II Schedule III of the Act
a) Details of benami property
Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder as at March 31, 2026 and March 31, 2025. Further, no proceedings have been initiated or pending against the Company for holding any benami property under the said act and rules mentioned above for the years ended March 31, 2026 and March 31, 2025.
b) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or any other lender for the years ended March 31, 2026 and March 31, 2025.
c) Relationship with struck off companies
The disclosure of relationship and transaction with struck off companies under section 248 of the Act is as follows: As at and for the year ended March 31, 2026
The Company does not have any relationship with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
d) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under section 2(87) of the Act for the years ended March 31, 2026 and March 31, 2025.
e) Compliance with approved scheme of arrangements
The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the years ended March 31, 2026 and March 31, 2025. Also, refer note 53.
f) Utilisation of borrowed funds and share premium (for the years ended March 31, 2026 and March 31, 2025)
The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entity ('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.
The Company has not received any fund from any person or entity, including foreign entity ('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."
g) Undisclosed income
The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in tax assessments under the Income-tax Act, 1961.
h) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current and previous year.
i) Registration of charges or satisfaction with Registrar of Companies ('ROC')
There are no charges which are yet to be registered with the ROC beyond the statutory period as at March 31, 2026 and March 31, 2025.
j) Revaluation
The Company has not revalued its PPE, ROU assets and intangible assets during the current and previous year.
k) Loans or advances to specified persons
The Company has not granted any loan or advance in the nature of loan, during the current and previous year, to promoters, directors, KMPs or other related parties, either severally or jointly with any other person, that is repayable on demand or without specifying any terms or period of repayment. Also, no such loan or advance in nature of loan is outstanding as at March 31, 2026 and March 31, 2025.
52 The Company has not given any loan or advance in the nature of loan to its subsidiary or other entity during the year ended March 31, 2026 and March 31, 2025. Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
53 In the Board meeting held on November 11, 2022, the Board of Directors of the Company had approved setting off of accumulated losses under retained earnings with credit balance in securities premium account and capital reserve account (the 'Scheme of reduction of share capital'). The Company had received requisite approval from National Stock Exchange of India Limited and BSE Limited (collectively referred to as 'stock exchanges') vide their letters dated June 15, 2023 and approval from members of the Company by way of special resolution in Extra Ordinary General meeting held on July 25, 2023. The Company had filed application with National Company Law Tribunal ('NCLT') on September 29, 2023 for its approval. Pursuant to NCLT's hearing order issued in December 2023, the Company has served notices to all the creditors of the Company and to statutory authorities seeking their representations, if any.
NCLT has approved the Scheme of reduction of share capital on June 21, 2024. Consequently, Company has reduced the credit balance in securities premium and capital reserve by '85.31 Crore and '22.64 Crore respectively. This reduction is effected by writing off debit balance in retained earnings (i.e. accumulated losses) amounting to '107.95 Crore.
54 Authorisation of standalone financial statements
The standalone financial statements as at and for the year ended March 31, 2026 were approved by the Board of Directors on May 26, 2026.
55 Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four 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, collectively referred to as the 'New Labour Codes'. The New Labour Codes has resulted in material increase in provision for employee benefits on account of recognition of past service costs. Based on the requirements of New Labour Codes and relevant Accounting Standard, the Company has assessed and accounted the estimated incremental impact of '3.41 Crore as Exceptional Item in the standalone financial statement for year ended March 31, 2026 (refer note 30). Upon notification of the related Rules to the New Labour Codes by the Government and any further clarification from the Government on other aspects of the New Labour Codes, the Company will evaluate and account for additional impact if any, in subsequent periods.
56 BLACK BOX DO BRASIL INDUSTRIA E COMERCIO LTDA., a step-down subsidiary of the Company, has completed the acquisition of 2S Inovagoes Tecnologicas (“2S"), a leading Brazilian solutions integrator on May 13, 2026. The acquisition is effective from May 01, 2026.
57 Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to conform to this year's presentation.
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