(a) Investment in Onward Technologies, GmbH
The subsidiary has accumulated losses as on balance sheet date. Amount of value in use based on future cash flow projections was lower than the value of investment and impairment loss recognised in the earlier years has been retained. Investment in the entity is not designated in number of shares.
Summary of key assumptions used for computing value in use is as follows :
a) Terminal growth rate - 2% (March 31, 2025: 2%)
b) Sales Growth rate - 5% to 6% (March 31, 2025: 9% to 10%)
c) EBITDA to Sales % - 5% to 6% ((March 31, 2025: 2% to 3%)
d) Discount rate - 6.85% (March 31, 2025: 7.36%)
There is no incremental provision for impairment recognized in the current year.
Details of undrawn credit facilities
i) The Company had sanctioned credit facilities from ICICI Bank & HSBC Bank during the year. These facilities expired during the year and were not renewed by the Company. Accordingly, the Company had no credit facilities outstanding as at March 31, 2026.
Security details for Cash credit / Working capital facility
These facilities were secured by the Term deposits amounting to ' 15.93 lakhs (principal amount of FD) with Bank as on March 31, 2026 (March 31, 2025 : ' 65.60 Lakhs) and had an exclusive charge on all present and future Current assets including Stocks and Book debts.
Further, these facilities were not utilized by the Company during the year ended Mar 31, 2026.
ii) The company has filed the returns/statements of current assets for the FY 2025-26 and FY 2024-25 and these are in agreement with the books of accounts.
(iii) Terms/ rights attached to equity shares
The Company has issued only one class of shares referred to as equity shares having a par value of ' 10/-. Each shareholder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
Shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment
1,24,800 (March 31, 2025 : 1,75,700) and 3,00,000 (March 31, 2025 : Nil) equity shares are outstanding under ESOP 2019 and ESOP 2024 schemes respectively as at balance sheet date. Refer note 32 for further details of the ESOP scheme.
Nature and purpose of reserves
Securities premium account
Securities premium account is used to record the premium on issue of shares. The reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.
Share option outstanding account
The share option outstanding account is used to record the fair value of options as on grant date issued to employees under the Employee stock option scheme. The amounts recorded in share options outstanding account are transferred to share capital and share premium upon exercise of stock options by employees.
Share Application Money pending allotment
This denotes application money received for which issue of equity shares are outstanding as on balance sheet date.
Retained earnings
Retained earnings comprise of the Company’s undistributed earnings after taxes.
A Defined contribution plan
(i) Provident fund
The Company has defined contribution plan. Contributions are made to provident fund for employees at the rate specified by regulatory authorities from time to time. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the period towards defined contribution plan is ' 1,251.71 lakhs (March 31, 2025 - ' 1,226.66 lakhs)
(ii) The expense recognised during the year towards defined contribution plan of Employee State Insurance Corporation, social security and Labour welfare fund is ' 1.80 lakhs (March 31, 2025 - ' 1.78 lakhs).
B Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and is administered through group gratuity scheme with Life Insurance Corporation of India.
The above sensitivity analysis are based on a change in an assumption while holding all the other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be corelated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
VII Risk Exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s ability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Group is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of ' 20,00,000).
D Impact of New labour codes
On November 21, 2025, the Government of India notified the four Labour Codes - 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 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented incremental impact of ' 315.50 lakhs related to Employee Benefit Obligations under "Exceptional items” in the statement of profit and loss for the year ended March 31, 2026. The Group continues to monitor the developments and finalisation of Central / State Rules and clarifications from the Government on other aspects of Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.
Applying the practical expedient as given in Ind-AS 115 Revenue from contract with customers, the Company has not disclosedthe remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity’s performance completed to date, typically those contracts where invoicing is on time and material basis. Remaining performance obligations estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2026, other than those meeting the exclusion criteria mentioned above, is Nil (March 31, 2025 -' 25.42 lakhs).
25 Contingencies and commitments
a) Contingent liabilities
The Company assessed demand notices for tax matters received during the year. Based on its evaluation, the likelihood of any liability arising from such notices are remote and hence the same are not disclosed under contingent liability as at 31 March 2026.
b) Capital commitments
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for is ' 331.11 lakhs (March 31, 2025 : ' 786.07 lakhs).
c) Financial Guarantees given - ' Nil (March 31, 2025 : ' Nil)
The Company has not disclosed the fair value for financial instruments such as trade receivables, cash and cash equivalents, other Bank balances, other financial assets and financial liabilities because their carrying amounts are a reasonable approximation of fair value, due to their short-term nature. Fair value of long-term financial assets and financial liabilities carried at amortized cost is not materially different from the carrying amount.
i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of derivatives is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfer between levels.
ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- Foreign currency forward contracts - based on bank confirmation at the balance sheet date.
iii) Valuation process
Changes in level 2 and level 3 fair values are analysed at the end of each reporting period during the quarterly valuation discussion between the finance team. As part of this discussion the team presents a report that explains the reason for the fair value movements.
29 Financial risk management
The Company’s activities expose it to market risk, liquidity risk and credit risk.
The Company’s Board of Directors and Audit Committee oversees the activities to manage these risks. All derivative activities for risk management purposes are carried out by personnel with requisite knowledge, skills and experience. It is the Company’s policy that no trading in derivatives for speculative purposes should be undertaken.
The Risk Management policies of the Company are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are approved and reviewed regularly by the Board to reflect changes in market conditions and the Company’s activities. Management has overall responsibility for the establishment and oversight of the Company’s risk management framework. The risks to which Company is exposed and related risk management policies are summarised below.
(A) Credit risk
(I) Credit risk management
The Company is exposed to credit risk from its operating activities (primarily trade receivables and unbilled receivables) and from deposits with banks and other financial instruments. For banks and other financial institutions, only high rated banks/ financial institutions are accepted. The balances with banks, security deposits are subject to low credit risk and the risk of default is negligible or nil. Hence, no provision considered necessary for expected credit loss for credit risk arising from these financial assets other than trade receivables. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in the credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information, for e.g., external credit rating (to the extent available), actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to borrower’s ability to meet its obligations.
Exposure to credit risk: The carrying amount of financial assets represent the maximum credit exposure.
Trade Receivables
The credit risk from customer receivables is recorded and monitored on an ongoing basis. Responsibilities and duties relating to credit risk assessment are governed by an internal directive. This mainly includes factors such as stipulation of payment terms, fixing of credit limits, release of deliveries, and receivables monitoring. The credit risk is considered low given the sound credit ratings and past history of timely payments being made by the customers. Customer specific events/ information is considered while assessing the adequacy of provision as on balance sheet date.
Exposure to unbilled receivables is ' 2726.70 lakhs (31 March 2025 : ' 2,538.52 lakhs). Loss allowance on unbilled receivable is considered to be insignificant.
Refer note 29(C)(I)(i) for exposure to respective foreign currencies which is consistent with the location of the customer.
Financial assets at fair value through profit or loss
The company is also exposed to credit risk in relation to forward contract that are measured at fair value through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount of these investments and contracts ' (129.78) lakhs (March 31, 2025 : ' 3.54 lakhs).
(B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying business, the Company maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the company liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies in accordance with practice and limits set by the company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the company liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt covenants.
(II) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date and that the amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
The Company has a policy to maintain forex exposure on the books at reasonable levels considering forecast of transactions in next 12 months and natural hedge through foreign currency payables. As per the risk management policy, foreign exchange forward contracts are taken to hedge its exposure in the foreign currency risk. When a forward contract is entered into for the purpose of hedge, the Company negotiates the terms of those derivatives to match the terms of the underlying exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable that is denominated in the foreign currency.
(C) Market risk
I) Foreign currency risk
The company operates internationally and thereby is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, Euro, GBP, CAD and AUD. Foreign exchange risk arises from future commercial transactions and recognised assets denominated in a currency that is not the company’s functional currency (INR). The risk is measured through forecast of foreign currency transactions.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2026 and March 31, 2025.
30 Capital Management a) Risk 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 to other stakeholders, and maintain an optimal capital structure to reduce the cost of capital. For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management is to maximise the shareholders value and ensure that adequate growth capital is available.
In order to achieve this objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Management also look for the opportunities to raise the capital for the purpose of future growth.
32 Share-based payments Employee Stock Option Plan
The Company instituted the 2019 plan and 2024 Plan (Schemes) for eligible employees in pursuance of a special resolution approved by the shareholders at the extraordinary general meeting held on July 25, 2019 and February 06, 2026 respectively. The schemes cover grant of options to specified permanent employees of the Company as well as its subsidiaries.
ESOP 2019 Scheme :
Under the term of 2019 scheme, the Company has granted options each to eligible employees at an exercise price of ' 20 per equity share of ' 10 each. Under the term of 2019 schemes, the vesting period shall commence on the expiry of one year from the date of grant of the options to the employees and it will be spread equally over 4 years. Total options will vest equally over the period of four years on last day of each year. The employee stock options granted shall be capable of being exercised within a period of one year from the date of vesting the options, they would be exercisable by the option holder and the shares arising on exercise of such options shall not be subject to any lock-in period. When exercisable, each option is convertible into four equity shares of the Company. Further, in the case of termination of employment, all non-vested options would stand cancelled. Options that have vested but have not been exercised within the time prescribed as mentioned above, failing which they would lapse.
ESOP 2024 Scheme :
Under the term of 2024 scheme, The vesting period shall commence on the expiry of one year from the date of grant of the options to the employees and it will be spread over 4 years in ratio of 10:20:30:40. Total options will vest in ratio of 10:20:30:40 over the period of four years on last day of each year. The employee stock
options granted shall be capable of being exercised within a period of one year from the date of vesting the options, they would be exercisable by the option holder and the shares arising on exercise of such options shall not be subject to any lock-in period. When exercisable, each option is convertible into one equity share of the Company. Further, in the case of termination of employment, all non-vested options would stand cancelled. Options that have vested but have not been exercised within the time prescribed as mentioned above, failing which they would lapse.
Fair value of the options granted
The fair value at the grant date is determined using the Black Scholes Merton Model which takes into account the exercise price, the term of the options, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
There are no ESOPs granted during the year ended March 31, 2025
The expected price volatility is based on the historic volatility (based upon the remaining life of the options), adjusted for any expected changes to the future volatility due to publicly available information. The risk free interest rate is based on the yield for government securities as at Grant Date have been taken to be the riskfree rate for the purpose of valuation of options, based on the life of the options.
35 Segment reporting
As required by Ind AS 108 the Group evaluates the performance of the Company on the basis of a single segment.
36 Derivative assets and liabilities
In accordance with its risk management policy and business plan the Company has hedged its cash flows. The Company enters into derivative contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than in Indian rupees. The counter party to the Company’s foreign currency contracts is a bank. These contracts are entered into to hedge the foreign currency risks of firm commitments (sales orders) and highly probable forecast transactions.
34 Transfer Pricing
Management believes that the Company’s international transactions, with related parties post March 31, 2025 (last period upto which an Accountants’ report has been submitted as required under the Income tax Act, 1961) continue to be at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on the amount of tax expense and that of provision for taxation.
The forward contracts have maturity between 24 to 360 days.
37 Recent accounting pronouncements
The Ministry of Corporate Affairs (MCA), through the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, issued amendments to various Ind AS, which became effective from 1 April 2025. The Company evaluated the requirements and applied these amendments from the effective date.
1. Ind AS 21 - Effects of Changes in Foreign Exchange Rates (Lack of Exchangeability) :
The amendment provided guidance on determining when a currency was exchangeable and how to estimate the spot exchange rate when it was not.
2. Ind AS 7 - Statement of Cash Flows and Ind AS 107 - Financial Instruments: Disclosures (Supplier Finance Arrangements) :
The amendment introduced additional disclosure requirements for supplier finance arrangements to enhance transparency regarding their effect on liabilities and cash flows.
3. Ind AS 12 - Income Taxes (Pillar Two Model Rules) :
The amendment introduced disclosure requirements relating to the OECD Pillar Two global minimum tax rules.
4. Other Amendments (Ind AS 1, Ind AS 10, Ind AS 101, Ind AS 108, Ind AS 115, Ind AS 116) :
- Clarification on classification of liabilities subject to covenants (Ind AS 1 and Ind AS 10).
- Transitional reliefs for first-time adopters (Ind AS 101).
- Alignment of revenue and lease references with international practices (Ind AS 115 and Ind AS 116).
- Minor editorial corrections and terminology updates.
The Company has reviewed new pronouncements and based on its evaluation has determined that it does not have any significant impact on its financial statements.
38 Additional regulatory information required by Schedule III
(i) Details of benami property held
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.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vi) Utilisation of borrowed funds and share premium
(A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
(B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(vii) Undisclosed income
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 account.
(viii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(ix) Valuation of PP&E and Intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(x) Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note 3 to the financial statements, are held in the name of the Company.
(xi) Utilisation of borrowings availed from banks and financial institutions
There are no borrowings obtained by the Company from banks and financial institutions
(xii) Loans or advances to specified persons
There are no loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties.
(xiii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
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