1.22 Provision and Contingencies:
The Company reviews pending cases, claims by third party and other contingencies, if any on an on-going basis. For contingent losses that are considered probable, estimated loss is recorded as an accrual in financial statements. A disclosure for contingent liabilities is made where there is a possible obligation or present obligation that may probably not require an outflow of resources. When there is a possible obligation or present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made in the standalone financial statements. Gain contingencies are not recognised until the contingencies are resolved and the amounts are received or recoverable.
Provision for Warranty
Provision for warranty related cost are recognised when the product is sold. Initial recognition is based on historical experience and future estimates of claims by the management. The estimate of such warranty related cost is revised annually.
Provision for Credit Loss:
The Company reviews the position of trade receivable and ascertains a provision for life time credit loss after considering the industry and economic conditions in which customer operate, the profile of the customer and the past experience.
1.23 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
1.24 Earnings per share:
Basic earnings/ (loss) per share are computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares after adjustments for treasury shares, outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other changes or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and weighted average number of shares which could have been issued on the conversion of all dilutive potential equity shares.
The number of equity shares is adjusted retrospectively for all periods presented for any share splits and bonus shares issued.
1.25 Dividend Distribution:
Dividend paid (including income tax thereon) is recognised in the period in which the interim dividend is approved by the Board of Directors, or in the respect of the final dividend when approved by shareholders.
1.26 Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as a provision. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
A. The borrowings and non fund based facilities from Bank of Baroda, Kotak Mahindra Bank & HDFC Bank are secured by first pari-passu charge by way of:
1. Equitable mortgage of unit-1 of factory comprising of factory land and buildings situated at plot nos.27,28,29 & 30A area, 25304 sq. mts Phase-I KIADB Dabaspet Industrial Area, Yedehalli Village, Bengaluru Rural District, Bengaluru.
2. Equitable mortgage of unit-II of factory comprising of factory land and buildings situated at Sy.No.59/2, area 4 acres 33 gunta (19526 Sq. mts including 7 gunta kharaba land) yedahalli village Dabaspet, Bangalore.
3. Equitable mortgage of unit-II of factory comprises of factory land and buildings situated Sy.No. 55 (Part1), 56/1, 56/2, 57 & 58 Yedehalli Village, Dabaspet Bangalore Rural District, Bangalore measuring 12.55 acres.
4. Hypothecation charge on entire plant and machinery of the Company Present and Future.
B. The Company does not hold any Benami Property which is either recorded or not recorded in the books of account and there are no proceedings initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act,1988 and rules made thereunder. Accordingly, no disclosure made in this regard.
C. The Company has not revalued its Property, plant and equipment during the year.
The Karnataka Industrial Areas Development Board (KIADB) has on terms & conditions stated in its letter dated November 27, 2023 allotted 15.00 acres of land at Japanese Industrial Township, Vasanthanarasapura 3rd Phase Industrial Area, Tumkur, Karnataka to the Company for setting up a facility to manufacture “Electrical Generators, Motors, their sub-assemblies and Parts”. The Company has received possession certificate for the said land on January 30, 2024 and entered into “Lease cum Sale Agreement” on March 11, 2024 for a period of 10 years. The lease cum sale agreement has been since registered on May 17, 2024. During the year, the Company has capitalised an amount of ' 214.85 lakhs under leasehold land towards differential land allotment charges, including stamp duty and registration charges. The Company has the right to obtain ownership at the end of the lease period subject to fulfilment of prescribed conditions.
Other Information:
I The Company has only one class of equity shares having par value of ' 10/- each (sub-divided into ' 2/- each). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
II In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.
III For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
a. No shares allotted pursuant to a contract without consideration being received in cash.
b. No shares allotted as fully paid up by way of bonus shares
c. No shares were bought back
IV The particulars of employee stock option is given in note no.50. There were no other shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment.
V There were no calls unpaid or forfeited shares.
Note:
Nature and purpose of other reserves:
a. Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the provisions of the Companies Act, 2013.
b. General Reserve: General reserve is appropriation of the net profit in respect of reserves created pursuant to the provisions of the Companies Act, 1956 with respect to declaration of dividend. Such mandatory transfer to general reserve is not prescribed under the Companies Act, 2013.
c. Capital Redemption Reserve: The capital redemption reserve represents the face value (' 10) of the shares bought back. This is created by transfer from securities premium as per requirement of Sec.69 of the Companies Act, 2013.
d. Retained Earning: Retained earnings are the profits that the Company has earned till date, less transfer to general reserve, dividend or other distribution paid to shareholders.
e. Stock Option Outstanding Account: The balance in this account represents the Employee Share based remuneration debited to the Statement of Profit and Loss after adjustments for ESOPs/ESARs exercised.
The management believes, based on internal assessment and / or legal advice, that the probability of an ultimate adverse decision and outflow of resources of the Company is not probable and accordingly, no provision for the above is considered necessary.
* During May 2021, the Company has received demand from Income tax department of ' 1,942.67 lakhs for AY 2017-18 with respect to Transfer Pricing and other disallowance u/s 143(3) r.w.s 144C (3) read with section 144B of the Income- tax Act. The Transfer Pricing Officer (TPO) has passed an order with demand considering transfer pricing adjustment on the overall turnover of the Company instead of restricting to transactions with Associate Enterprises. The Sales to Associate Enterprises for the said year is ' 1,964.90 lakhs as compared to the Sales of the entire Company of ' 36,944.03 lakhs. Disputing the said order, the Company filed an objection before the Dispute Resolution panel of the Income Tax Department at Bengaluru on May 26, 2021. Further, consequent to a writ petition filed by the Company, the operation of the assessment order & recovery proceedings has been stayed by the Hon'ble High Court of Karnataka vide it's order dated June 30, 2021.
The Company has received assessment order u/s 143(3) r.w.s 260 read with section 144B of the Income Tax Act based on directions of Dispute Resolution panel. Further, consequent to a writ petition filed by the Company, the operation of the assessment order & recovery proceedings has been stayed by the Hon'ble High Court of Karnataka vide it's order dated March 21, 2022.
| FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS
A. The Fair value of cash and cash equivalents, bank balances, loans, trade receivables, trade payables and others approximates their carrying amount. Trade receivables are evaluated after taking into consideration for Expected Credit Losses. Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
C. Financial Risk Management Objectives and Policies
The Company's Financial Risk Management is an integral part of business strategies. The Company's focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. In addition, Company is exposed to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements.
The Company's principal financial liabilities comprise short term borrowings, trade and other payables. The main purpose of these financial liabilities is to support entity's operations. The entity's principal financial assets include cash and cash equivalents, investment in Non-convertible Debentures and trade and other receivables that derive directly from its operations.
All activities for risk management purposes are carried out by experienced teams that have the appropriate skills, experience and supervision. It is the entity's policy that no activities in derivatives will be undertaken except foreign exchange forward contract. The Board of Directors review and agree policies for managing each of these risks, which are summarised below.
Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. The customer credit risk is managed as per Company's established policy, procedure and controls relating to customer credit risk management. It requires different processes and policies to be followed based on the business risks, industry practice and customer profiles.
In order to contain the business risk, the creditworthiness of the customer is through scrutiny of its financials, status of financial closure of the project, to the extent available in public domain and if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to restrict risks of delays and default. In view of nature of business profile and considering the size of the Company, credit risks from receivables are well contained on an overall basis.
Provision for expected credit losses
The life time expected credit loss (“ECL”) is estimated on trade receivables, other amounts due from entities where there is no track record of short receipts. Delays in receiving payments from the customers pursuant to sale of goods or under contracts are not considered if such delays are commonly prevalent in the industry. Other short receipts other than arising from claims are duly considered in determining ECL.
The Company follows ‘simplified approach' for recognition of impairment loss allowance on trade receivables. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience based on past trend adjusted for forward looking estimates. Considering the above as well as business model of the Company, engineered-to-order products and the profile of trade receivables, the determination of a provision based only on age analysis may not be a realistic considering the economic and industry circumstances. Hence, the provision for expected credit loss is determined by the management for the specific trade receivables after considering the above facts and circumstances, particularly in view of the fact that there has no significant bad debts in the recent past. Provision matrix (%, amount in lakhs) of ECL for trade receivables and the reconciliation of the movement in the provision is given below.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash. The Company's approach in managing the same is to ensure, as far as possible, sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. The Company's principal sources of liquidity are cash and cash equivalents, balances with banks and the cash flow that is generated from operations. The cash and cash equivalent and other bank balances (including bank deposits with more than 12 months maturity) aggregates to ' 13,567.93 lakhs at the end of the year (PY - ' 14,760.24 lakhs). In addition the net trade receivables ' 70,890.41 lakhs (PY ' 48,659.96 lakhs) at the end of the year. The Company believes that the working capital is sufficient to meet its current requirements after considering the position of trade receivables along with Cash & Bank balances. Accordingly, no liquidity risk is perceived.
The following are the contractual maturities of non-derivative financial liabilities due within one year based on contractual cash flows:
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates that will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The Company also operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services and purchases from overseas suppliers in various foreign currencies.
ii) Interest Rate Risk:
The Company's investments are primarily in Fixed rate interest bearing deposits and non-convertible debentures. Also the borrowings bear fixed rate of interest which are reviewed periodically by the banks. Hence, the Company is not significantly exposed to interest rate risks.
iii) Commodity price risk exposure:
The Company is not exposed to significant volume of commodity price risk as the Company hedges major raw materials based on dips.
D. Capital Management:
While managing capital, the Company's objective is to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefit for other stakeholders.
The Board of Directors monitor the earnings before interest, depreciation and tax (EBITDA), which the Company defines as result from operating activities before considering finance cost, depreciation & amortisation, exceptional items and tax expenses. The Board of Directors also monitors the level of dividends to equity shareholders.
The Company's EBITDA is 17.54% for the year ended March 31, 2026 in comparison to 16.66% for the year ended March 31, 2025.
The Company monitors capital, taking a medium and long term view, on the basis of a number of financial ratios generally used by industry and by the rating agencies.
a. The Company does not have any pending litigations which would impact its financial position as on the reporting date except to the extent disclosed in Note 36.
b. The Company does not have any long term contracts including derivative contracts for which there were any material foreseeable losses. Adequate provision has been made for losses in respect of short term foreign exchange forward contract (Refer Note.22)
c. There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company as on the reporting date.
d. To the best of the knowledge and belief of the management, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
e. To the best of our knowledge and belief of the management, no funds have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
| SEGMENT REPORTING
The Company is engaged in manufacturing of AC Generators and Electric Motors for various applications, which is
monitored as a single segment by the chief operating decision maker in the context of Ind AS 108.
| OPERATING LEASE
The Company has taken office facilities, guesthouse and residential premises of employees under short term lease and are renewable on a periodic basis, and cancellable at its option. Rental expenses recorded for short term leases for the year is ' 49.73 lakhs (Previous year ' 32.43 lakhs).
Provision for warranties towards sale of goods are made on an estimated basis as actual claims cannot be determinable. During the year, the Company has made provisions towards Warranty claims, the details of the same are as under:
(a) Interim Dividend
On October 30, 2025, (PY: October 29, 2024) the Board of Directors of the Company has considered and declared an interim dividend of ' 1.00 (PY: 0.60) per equity share of the Company.
(b) Final Dividend
On May 14, 2026, (PY: May 12, 2025) the Board of Directors of the Company have proposed a dividend of ' 1.10 (PY: ' 0.65) (sub-divided into ' 2/- each) per share in respect of the year ended March 31, 2026 subject to approval of shareholders at the Annual General Meeting.
| EMPLOYEE STOCK BENEFIT PLANS
During August 2019, the Company had instituted an Employee Stock Option Plan I (GIL ESOP I) as approved by the Board of Directors and the Shareholders, for the allotment of 10,00,000 shares in aggregate, out of which not more than 5,65,000 shares to be acquired by the Trust through Secondary Acquisition and not more than 4,35,000 shares shall be issued by way of Primary / Fresh shares The maximum number of options that may be granted to any employee in any year and in aggregate shall not exceed 2,00,000 options under the plan.
In accordance with the shareholders' approval in Annual General Meeting held on August 12, 2019, the Board, based on the recommendations of the Nomination and Remuneration Committee, has approved grant of 5,63,884 employee stock options (”ESOPs) and 3,99,216 employee stock appreciation rights (”ESARs”) to the eligible employees of the Company and/or its Subsidiary Company(ies) under its TDPSL Equity Based Compensation Plan 2019 ("Plan”).
Out of which 97,962 ESOPs and 56,160 ESOPs have been granted to former Company Secretary and Chief Financial Officer of the Company respectively.
The fair value of each equity settled award is estimated on the date of grant using the Black-Scholes-Merton model with the following assumptions:
| IMPAIRMENT ASSESSMENT OF INVESTMENT IN SUBSIDIARY
As of March 31, 2026, the Company has an exposure of ' 2,040.75 lakhs towards DF Power Systems Private Limited (“the Indian Subsidiary Company”), by way of an investment in the equity shares
The Indian Subsidiary Company's net worth continues to remain positive as at the reporting date, owing to substantial reduction in accumulated losses arising from write-backs recognised in earlier years based on management's assessment of risks and probable outcomes relating to claims and counterclaims with certain creditors in respect of supply of project- related equipment and project cancellation matters. The management of the Indian Subsidiary Company has prepared its financial statements on a going concern basis after considering expected improvement in market conditions and continued operational and financial support from the Parent Company.
Notwithstanding the above, the Parent Company has assessed the recoverability of its investment in the Indian Subsidiary Company in accordance with the requirements of Ind AS 36 - Impairment of Assets considering the subsidiary's past operating performance, current level of business operations, expected realisation of claims and counterclaims, and the anticipated improvement in market conditions and future business prospects.
Based on the above assessment, the Parent Company has recognised an additional impairment provision of ' 300.00 lakhs during the year ended March 31, 2026, which has been disclosed under Exceptional Items in the Statement of Profit and Loss. Accordingly, the cumulative impairment provision recognised against the investment aggregates to ' 2,040.75 lakhs as at March 31, 2026.
| ADDITIONAL DISCLOSURES
a) The Company does not have transactions or balances with struck off companies.
b) The Company does not have any charges/satisfaction which is yet to be registered with ROC beyond the statutory period.
c) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
d) The Company is not declared as a willful defaulter by any bank or financial institution or other lender or Government or Government authorities. Accordingly, no disclosures are made in this regard.
e) The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
f) Based on the assessment of financial ratios, aging and expected dates of realisation of financial assets and payment of financial liabilities, and other information accompanying the financial statements, the management is of the opinion that no material uncertainty exists as on the date of the balance sheet that the Company is capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date.
g) The Company is in compliance with the requirement of Section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
| RECENT ACCOUNTING PRONOUNCEMENTS
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2026, MCA has notified below new standards or amendments that are applicable or may have a material impact to the Company 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.
Amendment to Ind AS 12 - Pillar-Two Tax Reforms:
The Organisation for Economic Co-operation and Development (OECD) has released model rules for a global minimum tax under the Pillar Two framework (Pillar Two model rules). The Pillar Two framework applies to constituent entities of Multinational Enterprise (MNE) Groups whose consolidated annual revenues meet or exceed the prescribed threshold of EUR 750 Million (approximately ' 6,800 Crore) in at least two of the four preceding fiscal years.
The Company and its constituent entities do not fall within the scope of the Pillar Two framework. These amendments had no effect on the standalone financial statements of the Company.
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.
These amendments had no effect on the standalone financial statements of the Company.
Amendment to Ind AS 21-Lack of exchangeability
The Amendments introduces 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 01, 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 or standalone financial statements.
| LABOUR CODE NOTE
On November 21, 2025, the Government of India notified provisions of 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 “Labour Codes”), which consolidate twenty-nine existing labour laws into a unified framework governing employee benefits during employment and post-employment. The Labour Codes, inter alia, introduce changes including a uniform definition of wages and enhanced benefits relating to leave.
The Company has evaluated the implications arising from the implementation of the Labour Codes and, based on the assessment carried out, no material impact has been identified on the gratuity liability, leave liability or other employee benefit obligations as at March 31, 2026. Accordingly, no adjustment has been considered necessary in the Standalone Financial Statements for the year ended March 31, 2026.
The Company continues to monitor developments relating to the Labour Codes and will evaluate the impact, if any, on the measurement of employee benefit liabilities.
| PRIOR PERIOD COMPARATIVES
The previous year's figures have been regrouped where necessary to confirm with current year's classification. The impact of such regrouping is not material to the standalone financial statements.
|