General
Provisions are recognised when the Companyhas a present obligation (legal or constructive)as a result of a past event, it is probable that anoutflow of resources embodying economic benefitswill be required to settle the obligation and areliable estimate can be made of the amount ofthe obligation. When the Company expects someor all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursementis recognised as a separate asset, but only whenthe reimbursement is virtually certain. The expenserelating to a provision is presented in the statementof profit and loss net of any reimbursement.
If the effect of the time value of money is material,provisions are discounted using a current pre¬tax rate that reflects, when appropriate, the risksspecific to the liability. When discounting is used,the increase in the provision due to the passage oftime is recognised as a finance cost.
If the Company has a contract that is onerous,the present obligation under the contract isrecognised and measured as a provision. However,before a separate provision for an onerouscontract is established, the Company recognisesany impairment loss that has occurred on assetsdedicated to that contract.
An onerous contract is a contract under which theunavoidable costs (i.e., the costs that the Companycannot avoid because it has the contract) of meetingthe obligations under the contract exceed theeconomic benefits expected to be received underit. The unavoidable costs under a contract reflectthe least net cost of exiting from the contract,which is the lower of the cost of fulfilling it and anycompensation or penalties arising from failure tofulfil it. The cost of fulfilling a contract comprisesthe costs that relate directly to the contract (i.e.,both incremental costs and an allocation of costsdirectly related to contract activities).
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrence ofone or more uncertain future events beyond thecontrol of the Company or a present obligation thatis not recognized because it is not probable thatan outflow of resources will be required to settlethe obligation. A contingent liability also arisesin extremely rare cases where there is a liabilitythat cannot be recognized because it cannot bemeasured reliably. The Company does not recognizea contingent liability but discloses its existence inthe standalone Ind AS financial statements.
Provisions and contingent liability are reviewed ateach balance sheet.
Decommissioning liabilityDecommissioning costs are provided at the presentvalue of expected costs to settle the obligationusing estimated cash flows and are recognised aspart of the cost of the particular asset. The cashflows are discounted at a current pre-tax rate thatreflects the risks specific to the decommissioningliability. The unwinding of the discount is expensedas incurred and recognised in the statement ofprofit and loss as a finance cost. The estimatedfuture costs of decommissioning are reviewedannually and adjusted as appropriate. Changes inthe estimated future costs or in the discount rateapplied are added to or deducted from the cost ofthe asset.
Retirement benefit in the form of provident fundand pension fund are defined contribution scheme.The Company has no obligation, other than thecontribution payable. The Company recognizescontribution payable to provident fund and pensionfund as expenditure, when an employee rendersthe related service. If the contribution payable tothe scheme for service received before the balancesheet date exceeds the contribution already paid,the deficit payable to the scheme is recognized asa liability after deducting the contribution alreadypaid. If the contribution already paid exceeds thecontribution due for services received before thebalance sheet date, then excess is recognized as anasset to the extent that the pre-payment will leadto, for example, a reduction in future payment or acash refund.
Accumulated leave, which is expected to be utilizedwithin the next twelve months, is treated as short¬term employee benefit. The Company measures theexpected cost of such absences as the additionalamount that it expects to pay as a result of theunused entitlement that has accumulated at thereporting date. The Company recognizes expectedcost of short-term employee benefit as an expense,when an employee renders the related service.
The Company treats accumulated leave expected tobe carried forward beyond twelve months, as long¬term employee benefit for measurement purposes.Such long-term compensated absences areprovided for based on the actuarial valuation usingthe projected unit credit method at the reportingdate. Actuarial gains/losses are immediately takento the statement of profit and loss and are notdeferred. The obligations are presented as currentliabilities in the balance sheet if the entity does nothave an unconditional right to defer the settlementfor at least twelve months after the reporting date.
The Company presents the leave as a currentliability in the standalone Ind AS balance sheet, tothe extent it does not have an unconditional rightto defer its settlement for twelve months after thereporting date.
The cost of providing benefits under the definedbenefit plan is determined using the projected unitcredit method using actuarial valuation to be carriedout at each balance sheet date.
Re-measurements, comprising of actuarialgains and losses, the effect of the asset ceiling,excluding amounts included in net interest on thenet defined benefit liability and the return on planassets (excluding amounts included in net intereston the net defined benefit liability), are recognisedimmediately in the standalone Ind AS balance sheetwith a corresponding debit or credit to retainedearnings through OCI in the period in which theyoccur. Re-measurements are not reclassified toprofit or loss in subsequent periods.
Past service costs are recognised in profit or loss onthe earlier of:
a) The date of the plan amendment orcurtailment, and
b) The date that the Company recognises relatedrestructuring costs
Net interest is calculated by applying the discountrate to the net defined benefit liability or asset. TheCompany recognises the following changes in the
a) Service costs comprising current servicecosts, past-service costs, gains and losses oncurtailments and non-routine settlements; and
b) Net interest expense or income.
Financial assets and financial liabilities arerecognised when the Company becomes a partyto the contract embodying the related financialinstruments. All financial assets, financial liabilitiesand financial guarantee contracts are initiallymeasured at transaction cost and where suchvalues are different from the fair value, at fair value.Transaction costs that are directly attributable to theacquisition or issue of financial assets and financialliabilities (other than financial assets and financialliabilities at fair value through profit and loss) areadded to or deducted from the fair value measuredon initial recognition of financial asset or financialliability. Transaction costs directly attributable to theacquisition of financial assets and financial liabilitiesat fair value through profit and loss are immediatelyrecognised in the statement of profit and loss.
Financial assets are classified, at initial recognition,as subsequently measured at amortised cost andfair value through profit or loss. The classification offinancial assets at initial recognition depends on thefinancial asset's contractual cash flow characteristicsand the Company's business model for managingthem. With the exception of trade receivables thatdo not contain a significant financing componentor for which the Company has applied the practicalexpedient, the Company initially measures afinancial asset at its fair value plus, in the case ofa financial asset not at fair value through profit orloss, transaction costs. Trade receivables that donot contain a significant financing component orfor which the Company has applied the practicalexpedient are measured at the transaction price asdisclosed in section 2.3.(c) Revenue recognition.
In order for a financial asset to be classified andmeasured at amortised cost, it needs to give riseto cash flows that are 'solely payments of principal
and interest (SPPI)' on the principal amountoutstanding. This assessment is referred to as theSPPI test and is performed at an instrument level.Financial assets with cash flows that are not SPPIare classified and measured at fair value throughprofit or loss, irrespective of the business model.
Investment in equity instruments issued bysubsidiaries, associates are measured at costless impairment.
Effective interest method
The effective interest method is a method ofcalculating the amortised cost of a financialinstrument and of allocating interest income orexpense over the relevant period. The effectiveinterest rate is the rate that exactly discounts futurecash receipts or payments through the expected lifeof the financial instrument, or where appropriate, ashorter period.
(i) Financial assets
Financial assets at amortised cost
Financial assets are subsequently measuredat amortised cost if these financial assets areheld within a business model whose objectiveis to hold these assets in order to collectcontractual cash flows and the contractualterms of the financial asset give rise onspecified dates to cash flows that are solelypayments of principal and interest on theprincipal amount outstanding.
Financial assets measured at fair value
Financial assets are measured at fair valuethrough other comprehensive income if thesefinancial assets are held within a businessmodel whose objective is to hold these assetsin order to collect contractual cash flowsand to sell these financial assets and thecontractual terms of the financial asset giverise on specified dates to cash flows that aresolely payments of principal and interest onthe principal amount outstanding.
Financial asset not measured at amortised costor at fair value through other comprehensive
For financial assets maturing within one yearfrom the balance sheet date, the carryingamounts approximate fair value due to theshort maturity of these instruments.
Impairment of financial assets excludinginvestments in subsidiaries and associates
Loss allowance for expected credit losses isrecognised for financial assets measured atamortised cost and fair value through thestatement of profit and loss.
The Company recognises impairment loss ontrade receivables using expected credit lossmodel, which involves use of provision matrixconstructed on the basis of historical creditloss experience as permitted under Ind AS 109- Financial Instruments.
For financial assets whose credit risk hasnot significantly increased since initialrecognition, loss allowance equal to twelvemonths expected credit losses is recognised.Loss allowance equal to the lifetime expectedcredit losses is recognised if the credit riskon the financial instruments has significantlyincreased since initial recognition.
For financial assets maturing within one yearfrom the balance sheet date, the carryingamounts approximates fair value due to theshort maturity of these instruments.
De-recognition of financial assets
The Company de-recognises a financial assetonly when the contractual rights to the cashflows from the financial asset expire, or ittransfers the financial asset and the transferqualifies for de-recognition under Ind AS 109.
If the Company neither transfers nor retainssubstantially all the risks and rewards ofownership and continues to control thetransferred asset, the Company recognisesits retained interest in the assets and an
associated liability for amounts it may haveto pay.
If the Company retains substantially allthe risks and rewards of ownership of atransferred financial asset, the Companycontinues to recognise the financial asset andalso recognises a collateralised borrowing forthe proceeds received.
On de-recognition of a financial asset in itsentirety, the difference between the carryingamount measured at the date of de-recognitionand the consideration received is recognised instatement of profit or loss.
(ii) Financial liabilities and equityinstruments
Financial liabilities and equity instrumentsissued by the Company are classifiedaccording to the substance of the contractualarrangements entered into and the definitionsof a financial liability and an equity instrument.
Equity Instruments
An equity instrument is any contract thatevidences a residual interest in the assetsof the Company after deducting all of itsliabilities. Equity instruments are recorded atthe proceeds received, net of direct issue costs.
Financial Liabilities
Financial liabilities are initially measured atfair value, net of transaction costs, and aresubsequently measured at amortised cost,using the effective interest rate methodwhere the time value of money is significant.Interest bearing bank loans, overdrafts andissued debt are initially measured at fair valueand are subsequently measured at amortisedcost using the effective interest rate method.Any difference between the proceeds (netof transaction costs) and the settlement orredemption of borrowings is recognised overthe term of the borrowings in the statementof profit and loss.
For trade and other payables maturing withinone year from the balance sheet date, thecarrying amounts approximate fair value dueto the short maturity of these instruments.
a) Supplier finance arrangements
The Company has established supplierfinance arrangements (Refer Note 21(b)).The Company evaluates whether financialliabilities covered such arrangementscontinue to be classified within tradepayables, or they need to be classified asa borrowing or as part of other financialliabilities/ as a separate line item onthe face of the balance sheet. Suchevaluation requires exercise of judgmentbasis specific terms of the arrangement.
The Company classifies financialliabilities covered under supplier financearrangement within trade payables in thebalance sheet only if (i) the obligationrepresents a liability to pay for goodsand services, (ii) is invoiced and formallyagreed with the supplier, (iii) is part ofthe working capital used in its normaloperating cycle, (iv) the company isnot legally released from its originalobligation to the supplier, and has notassumed a new obligation toward thebank, and another party (iv) there is nosubstantial modification to the terms ofthe liability.
If one or more of the above criteriaare met, the Company derecognises itsoriginal liability toward the supplier andrecognise a new liability toward the bankwhich is classified as bank borrowingor other financial liability, depending onfactors such as whether the Company(i) has obligation toward bank, (ii) isgetting extended credit period such thatobligation is no longer part of its workingcapital cycle, (iii) is paying interest directlyor indirectly, (iv) has provided guaranteeor security, and/ or (v) is recognized asborrower in the bank books.
Cash flows related to liabilities arisingfrom supplier finance arrangementsthat continue to be classified in tradepayables in the standalone balancesheet are included in operating activitiesin the standalone statement of cashflows, when the Company finally settlesthe liability.
In cases, where the Company hasderecognised its original liability towardthe supplier and recognise a new liabilitytoward the bank, the Company hasassessed that the bank is acting as itsagent in making payment to the supplier.Accordingly, the Company presentsoperating cash outflow and financingcash inflow, when bank made paymentto the supplier. The payment made by theCompany to the bank toward interest, ifany, as well as on settlement is presentedas financing cash outflow.
b) Financial guarantee contractsFinancial guarantee contracts issuedby the Company are those contractsthat require a payment to be madeto reimburse the holder for a loss itincurs because the specified debtorfails to make a payment when due inaccordance with the terms of a debtinstrument. Financial guarantee contractsare recognised initially as a liability at fairvalue, adjusted for transaction costs thatare directly attributable to the issuanceof the guarantee. Subsequently, theliability is measured at the higher of theamount of loss allowance determinedas per impairment requirements of IndAS 109 and the amount recognised lesscumulative amortisation.
c) De-recognition
A financial liability is derecognisedwhen the obligation under the liabilityis discharged or cancelled or expires.When an existing financial liability isreplaced by another from the same
lender on substantially different terms,or the terms of an existing liability aresubstantially modified, such an exchangeor modification is treated as the de¬recognition of the original liability andthe recognition of a new liability. Thedifference in the respective carryingamounts is recognised in the statementof profit and loss.
Off-setting of financial instruments
Financial assets and financial liabilitiesare offset and the net amount is reportedin the standalone Ind AS balance sheetif there is a currently enforceable legalright to offset the recognised amountsand there is an intention to settle on anet basis, to realise the assets and settlethe liabilities simultaneously.
The Company uses forward currency contracts tohedge its foreign currency risks. Such derivativefinancial instruments are initially recognised at fairvalue on the date on which a derivative contract isentered into and are subsequently re-measured atfair value. Derivatives are carried as financial assetswhen the fair value is positive and as financialliabilities when the fair value is negative.
Any gains or losses arising from changes in thefair value of derivatives are taken directly to profitor loss, except for the effective portion of cashflow hedges, which is recognised in OCI and laterreclassified to profit or loss when the hedge itemaffects profit or loss or treated as basis adjustmentif a hedged forecast transaction subsequentlyresults in the recognition of a non-financial assetor non-financial liability.
For the purpose of hedge accounting, hedges areclassified as:
• Fair value hedges when hedging the exposureto changes in the fair value of a recognisedasset or liability or an unrecognisedfirm commitment.
• Cash flow hedges when hedging the exposureto variability in cash flows that is eitherattributable to a particular risk associatedwith a recognised asset or liability or ahighly probable forecast transaction or theforeign currency risk in an unrecognisedfirm commitment.
At the inception of a hedge relationship, theCompany formally designates and documents thehedge relationship to which the Company wishes toapply hedge accounting and the risk managementobjective and strategy for undertaking the hedge.
The documentation includes identification of thehedging instrument, the hedged item, the natureof the risk being hedged, and how the Companywill assess whether the hedging relationship meetsthe hedge effectiveness requirements (including theanalysis of sources of hedge ineffectiveness andhow the hedge ratio is determined). A hedgingrelationship qualifies for hedge accounting if it meetsall of the following effectiveness requirements:
• There is 'an economic relationship' betweenthe hedged item and the hedging instrument.
• The effect of credit risk does not 'dominatethe value changes' that result from thateconomic relationship.
• The hedge ratio of the hedging relationship isthe same as that resulting from the quantityof the hedged item that the Company actuallyhedges and the quantity of the hedginginstrument that the Company actually uses tohedge that quantity of hedged item.
Although the Company believes that thesederivatives constitute hedges from an economicperspective, they may not qualify for hedgeaccounting under Ind AS 109, Financial Instruments.Any derivative that is either not designated a hedgeor is so designated but is ineffective as per Ind AS109, is categorized as a financial asset or financialliability, at fair value through profit or loss.
Derivatives not designated as hedges arerecognised initially at fair value and attributable
transaction costs are recognised in the statementof profit and loss when incurred. Subsequent toinitial recognition, these derivatives are measuredat fair value through profit or loss and the resultingexchange gains or losses are included in otherincome / expenses. Assets/ liabilities in this categoryare presented as current assets/current liabilities ifthey are expected to be realized within 12 monthsafter the balance sheet date. Refer to Note 53 formore details.
Cash and cash equivalent in the standalone Ind ASbalance sheet comprise cash at banks and on handand short-term deposits with an original maturityof three months or less that are readily convertibleto a known amount of cash and which are subjectto an insignificant risk of changes in value.
For the purpose of the statement of cash flows,cash and cash equivalents consist of cash andshort-term deposits, as defined above, as theyare considered an integral part of the Company'scash management.
Certain employees of the Company and itssubsidiaries are entitled to share-based payments,whereby employees render services as considerationfor equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determinedby the fair value at the date when the grant is madeusing an appropriate valuation model.
That cost is recognised, together with acorresponding increase in share-based payment(SBP) reserves in equity, over the period in which theperformance and/or service conditions are fulfilledin employee benefits expense. The cumulativeexpense recognised for equity-settled transactionsat each reporting date until the vesting date reflectsthe extent to which the vesting period has expiredand the Company's best estimate of the numberof equity instruments that will ultimately vest. Theexpense or credit in statement of profit and loss fora period represents the movement in cumulativeexpense recognised as at the beginning and endof that period and is recognised in employeebenefits expense.
Service and non-market performance conditionsare not taken into account when determining thegrant date fair value of awards, but the likelihoodof the conditions being met is assessed as partof the Company's best estimate of the number ofequity instruments that will ultimately vest. Marketperformance conditions are reflected within thegrant date fair value. No expense is recognised forawards that do not ultimately vest because non¬market performance and/or service conditions havenot been met.
The dilutive effect of outstanding options is reflectedas additional share dilution in the computation ofdiluted earnings per share.
The Company recognises a liability to pay dividendto equity holders of the parent when the distributionis authorised, and the distribution is no longer atthe discretion of the Company. As per the corporatelaws in India, a distribution is authorised when itis approved by the shareholders. A correspondingamount is recognised directly in equity. Finaldividends on shares are recorded as a liability on thedate of approval by the shareholders and interimdividends are recorded as a liability on the date ofdeclaration by the Company's Board of Directors.
The standalone Ind AS financial statements arepresented in INR, which is also the Company'sfunctional currency.
Transactions in foreign currencies are initiallyrecorded at functional currency spot rates at thedate the transaction first qualifies for recognition.However, for practical reasons, the Company usesaverage rate if the average approximates the actualrate at the date of the transaction.
Monetary assets and liabilities denominatedin foreign currencies are translated at thefunctional currency spot rates of exchange at thereporting date.
Exchange differences arising on settlement ortranslation of monetary items are recognised inprofit or loss.
Non-monetary items that are measured in terms ofhistorical cost in a foreign currency are translatedusing the exchange rates at the dates of the initialtransactions. Non-monetary items measured atfair value in a foreign currency are translatedusing the exchange rates at the date when thefair value is determined. The gain or loss arisingon translation of non-monetary items measured atfair value is treated in line with the recognition ofthe gain or loss on the change in fair value of theitem (i.e., translation differences on items whosefair value gain or loss is recognised in OCI or profitor loss are also recognised in OCI or profit or loss,respectively).
Exchange differences arising on the retranslation orsettlement of other monetary items are included inthe statement of profit and loss for the period.
Research costs are expensed as incurred.Development expenditure incurred on an individualproject is recognized as an intangible asset whenthe Company can demonstrate all the following:
i. The technical feasibility of completing theintangible asset so that it will be available foruse or sale
ii. Its intention to complete the asset
iii. Its ability to use or sell the asset
iv. How the asset will generate futureeconomic benefits
v. The availability of adequate resources tocomplete the development and to use or sellthe asset
vi. The ability to measure reliably the expenditureattributable to the intangible assetduring development.
Following the initial recognition of the developmentexpenditure as an asset. The cost model is appliedrequiring the asset to be carried at cost lessany accumulated amortization and accumulatedimpairment losses. Amortization of the asset beginswhen development is complete and the asset isavailable for use. It is amortized on a straight linebasis over the period of expected future benefitfrom the related project. Amortization is recognizedin the standalone statement of profit and loss.During the period of development, the asset istested for impairment annually.
The Company charges its CSR expenditure duringthe year to the statement of profit and loss.
Basic earnings per share is calculated by dividingthe net profit or loss attributable to equity holder ofthe Company by the weighted average number ofequity shares outstanding during the period. Partlypaid equity shares are treated as a fraction of anequity share to the extent that they are entitled toparticipate in dividends relative to a fully paid equityshare during the reporting period.
For the purpose of calculating diluted earningsper share, the net profit or loss for the periodattributable to equity shareholders of the parentcompany and the weighted average number ofshares outstanding during the period are adjustedfor the effects of all dilutive potential equity shares.
If the Company receives information after thereporting period, but prior to the date of approvedfor issue, about conditions that existed at the endof the reporting period, it will assess whether theinformation affects the amounts that it recognises inits separate standalone Ind AS financial statements.The Company will adjust the amounts recognisedin its standalone Ind AS financial statements to
reflect any adjusting events after the reportingperiod and update the disclosures that relate tothose conditions in light of the new information. Fornon-adjusting events after the reporting period, theCompany will not change the amounts recognisedin its separate financial statements but will disclosethe nature of the non-adjusting event and anestimate of its financial effect, or a statement thatsuch an estimate cannot be made, if applicable.
(i) Amendments to Ind AS 1 - Classification ofLiabilities as Current or Non-current and Non¬current Liabilities with Covenants
In accordance with Ind AS 1 currently applicable,breach of an immaterial covenant is ignoreddeciding in current vs. non-current classificationof liabilities. Also, in case of breach of a materialcovenant of a non-current loan on or before thereporting date, the entity can obtain waiver fromthe lender after the reporting date and continue toclassify the loan as non-current liability.
In accordance with changes to Ind AS 1 alreadynotified by the MCA, the above relaxations toclassify loan as non-current liability will not beavailable from FY 2026-27 onward and need to beapplied retrospectively. Consequently:
• A breach of either material or immaterialcovenant will trigger current classificationof liability.
• To continue classifying loan as non-currentliability, entities will need to obtain waiver fromthe breach on or before the reporting date.
The Company is currently assessing the impact theamendments will have on its financial statements.
The Company considers climate-related matters inestimates and assumptions, where appropriate. Thisassessment includes a wide range of possible impactson the Company due to both physical and transitionrisks. Even though the Company believes its businessmodel and products will still be viable after the transitionto a low-carbon economy, climate-related mattersincrease the uncertainty in estimates and assumptionsunderpinning several items in the standalone Ind ASfinancial statements. Even though climate-relatedrisks might not currently have a significant impacton measurement, the Company is closely monitoringrelevant changes and developments, such as newclimate-related legislation.
(b) The Company had entered into a business transfer agreement with Centum Industries Private Limited, anenterprises where key managerial personnel or their relatives exercise significant influence during the year endedMarch 31, 2016 for the purchase of business on slump sale. As per the terms of agreement, the Company hadpurchased the net assets pertaining to plastic and defence and space of Centum Industries Private Limited for anaggregate consideration ' 57.00 million, which was arrived at based on the business valuation done by an independentprofessional firm. The goodwill relates to the said business.
The aforementioned goodwill is tested for impairment annually. As at March 31, 2026, the goodwill is not impaired.
a. A charge has been created over the deposits towards various guarantees in favour of customer, statutory authoritiesand letter of credit facility. Refer note 44 (c) for further details.
b. Deposits are made for varying periods depending on the cash-requirement of the Company and earn interest @2.75% to 7.40% p.a. (March 31, 2025: 3.25% to 7.40% p.a.).
c. As at March 31, 2026, the unutilised funds from QIP amounting to ' 595.29 million (March 31, 2025: '450.00 million)has been placed in fixed deposits with banks and ' 4.80 million (March 31, 2025: ' 447.13 million) in other balancewith bank.
(i) During the year ended March 31, 2025, the Fund Raising Committee of the Board of Directors at its meeting heldon March 10, 2025 and March 13, 2025 approved the issue and allotment of 1,810,345 equity shares havingface value of '10 each through Qualified Institutional Placement ("QIP") to the eligible Qualified InstitutionalBuyers (QIB), at the issue price of ' 1,160 per equity share (including a premium of ' 1,150 per equity share),aggregating to approximately ' 2,100.00 million which took into account a discount of ' 59.65 per equity share(i.e. within 5% of the floor price), as permitted in terms of Regulation 176 (1) of Chapter VI of the SEBI ICDRRegulations. Refer note 46.
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity sharesis entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assetsof the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number ofequity shares held by the equity shareholders.
Securities premium
Securities premium reserve is used to record the premium on issue of shares and is utilised in accordance with theprovisions of the Companies Act, 2013.
General reserve
The Company created a general reserve in earlier years pursuant to the provisions of the Companies Act, 1956 wherein certain percentage of profits was required to be transferred to General reserve before declaring dividends. As perCompanies Act 2013, the requirements to transfer profits to general reserve is not mandatory. However, the amountpreviously transferred to the general reserve can be utilised only in accordance with the specific requirements of CompaniesAct, 2013.
Retained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to generalreserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) ondefined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
Effective portion of cash flow hedge
The Company uses hedging instruments as part of its management of foreign currency risk. For hedging foreign currency,the Company uses foreign currency forward contracts. To the extent these hedges are effective, the change in fair valueof the hedging instrument is recognised in the effective portion of cash flow hedges.
Share based payments reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based options provided toemployees, including key management personnel, as part of their remuneration. Refer to note 45 for further details ofthese plans.
Capital reserve
The Company recognises the forfeiture or cancellation of vested options of the Company's equity-settled share-basedpayments to capital reserve.
(i) Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognisedas a liability as at March 31.
(ii) The Board of Directors of the Company at its meeting held on May 14, 2026 had recommended a final dividend of50% (i.e. ' 5 per equity share) for the year ended March 31, 2026 which is in compliance with Section 123 of theCompanies Act, 2013. to the extent it applies to declaration of dividend.i.e Section 123 of the Companies Act, 2013to the extent it applies to declaration of dividend.
a) Indian rupee term loan from a bank of '46.24 million (March 31, 2025: 102.62 million) carries interest rate of 2.00%above 6 month Marginal Cost of Funds based Lending Rate ("MCLR") of the bank i.e @ 10.60% to 10.90% p.a.(March 31, 2025: 10.55% to 10.99% p.a) payable on a monthly basis. The loan is repayable in 57 monthly instalments.
b) Foreign currency term loan from a bank of ' 35.12 million (March 31, 2025: ' 43.29 million) carries interest rate@ 7.93% p.a (March 31, 2025: 7.93% p.a) payable on a monthly basis. The loan is repayable in 16 quarterly instalments.
c) Borrowings are secured by way of :
(i) Exclusive charge on plant & machinery and other assets financed by the bank.
(ii) Hypothecation of present and future fixed assets pari passu first charge with other banks.
(iii) Equitable mortgage of factory land and building at No. 44, KHB Industrial Area, Yelahanka, Bangalore - 560 064belonging to the Company, on pari passu first charge with other banks; and
(iv) Equitable mortgage on leasehold rights of factory land and equitable mortgage of building at Plot No. 58-P,Bengaluru Aerospace Park Industrial Area, Sy. No. 8 - Part of Unachur Village & Sy.No. 8 - Part of DummanahalliVillage, Jala Hobli, Bengaluru North, Yelahanka Taluk, Bengaluru Urban District, belonging to the Company onpari passu first charge with other banks.
d) Company's foreign currency term loan, packing credit loan, cash credit and overdraft and letter of credit at the end
of each annual reporting period, are subject to the following covenants: (as may be applicable)
(i) Debt Service Coverage Ratio (DSCR)
(ii) Sales and net profit falling below projections by stated percentage as per sanction letter
(iii) Total liabilities (TOL) including contingencies / Adjusted tangible net worth (ATNW)
(iv) Debt service reserve account (DSRA)
(v) Debt / Earning before interest, tax, depreciation and amortisation (EBITDA)
(vi) Net debt / Earning before interest, tax, depreciation and amortisation (EBITDA) arrived on the basis of Ind ASconsolidated financial statements.
The Company has complied with the financial covenants for the year ended March 31, 2026. There areno indications that the Company would have difficulties complying with the covenants when they will betested for the next financial year ending at March 31, 2027 as may be applicable.
Government grants have been received towards the purchase and construction of certain items of property, plant andequipment under Modified Special Incentive Package Scheme (M-SIPS) as notified by Ministry of Communications andInformation Technology, Department of Information Technology. As per the scheme, the Company is required to abide byall terms and conditions of M-SIPS policy, guidelines and amendments issued from time to time. The Company vide itsletter of undertaking dated May 02, 2018 has agreed to comply with all terms and conditions of M-SIPS policy, guidelinesand amendments issued from time to time.
(a) Cash credit and overdraft from banks and packing credit from banks and letter of credit are payable ondemand and are secured by way of :
(i) Hypothecation of entire current assets viz. stock of raw materials/stores and spares/work-in-progress/finishedgoods, receivables / book debts and other current assets / moveable fixed assets on pari passu first charge withother banks;
(ii) Hypothecation of present and future fixed assets pari passu first charge with other banks, other than exclusivelycharged for the term loan availed;
The rate of interest of Cash credit and overdraft from banks ranges from 9.70% to 11.70% p.a. (March 31, 2025:10.55% to 11.70% p.a.).
The rate of interest of Packing credit loan from banks ranges from 5.32% to 9.50% p.a. (March 31, 2025: 5.99% to 9.50% p.a.).The rate of interest of letter of credit is 2.99% to 8.00% p.a. (March 31, 2025: Nil).
The Interest is payable on monthly basis.
(b) The Company has established a vendor finance arrangement. Participation in the arrangement is at the suppliers'own discretion. Suppliers that participate in the supplier finance arrangement will receive payment on due date oninvoices sent by the Company to the Company's external finance provider. In order for the finance provider to pay
the invoices, the goods must have been received or supplied and the invoices approved by the Company. As per thearrangement the bank agrees to pay amounts which Company owes to it's suppliers and the Company agrees topay the bank at a date later than suppliers are paid. Consequently, the vendor financing liabilities which are fundedthrough bank are classified as borrowings on the balance sheet. The Company accounts for all payments made underthe program in cash flow statement as part of financing activities. The Company has paid interest @ 8.89% p.a. to9.40% p.a. (March 31, 2025: 8.94% p.a. to 9.81% p.a.) on such facility.
(c) Includes bank overdraft amounting to ' 12.55 million (March 31, 2025: ' 23.08 million)
(d) The quarterly returns or statements filed by the Company with banks or financial institutions towards sanction ofworking capital limits are in agreement with the books of account of the Company.
(e) The Company has not been declared as a wilful defaulter by any banks or financial institutions.
(f) The Company has not defaulted in repayment of borrowings or in the payment of interest thereon to banks orfinancial institutions.
The Government of India has consolidated 29 existing labour legislations into a unified framework comprising four labourcodes as follows: Code on Wages, 2019, Code on Social Security, 2020, Industrial Relations Code, 2020 and OccupationalSafety, Health and Working Conditions Code 2020 (collectively referred to as the "New Labour Codes"). The New LabourCodes are effective from November 21, 2025 and introduce changes that include, among other things, setting a uniformdefinition of wages. The Government is in the process of issuing related rules.
The Company has assessed the implications of the New Labour Codes and has recognized an incremental cost of' 31.81 million towards employee benefits during the year ended March 31, 2026. The Company continues to monitorthe developments pertaining to the New Labour Codes and the impact of these will be accounted in accordance withapplicable accounting standards.
(i) The Company has trade receivables amounting to ' 469.14 million (gross) outstanding as at March 31, 2026 fromCentum E&S (Centum Equipment's ET Systems), Canada, and Centum T&S (Centum Technologies ET Solutions),Canada, step-down subsidiaries of the Company ('Canada subsidiaries'). Further the Company has inventory whichhad been procured to fulfill the sales order obligations in relation to Canada subsidiaries.
The Board of Directors of the Company in their meeting held on December 19, 2025, has decided to discontinuebusiness operations of the Canada subsidiaries. The Company is in the process of making necessary regulatory filingsand intimations with the relevant regulatory authorities.
Pending regulatory filings for the liquidation of Canada subsidiaries and its outcome, as a matter of prudence, themanagement of the Company has provided for carrying value of trade receivables amounting to ' 396.00 million,inventory amounting to ' 100.78 million and written back liabilities amounting to ' 1.54 million and the same hasbeen disclosed as an exceptional item in the standalone Ind AS statement of profit and loss for the year endedMarch 31, 2026.
(ii) The Company has investments in Centum Electronics UK Limited, which in turn has made investment in Centum T&SGroup Societe Anonyme (S.A.). Centum T&S Group Societe Anonyme (S.A.) and its underlying overseas subsidiarieshave incurred losses leading to erosion of net worth. The Company has not given any guarantees over and abovethe investment in this subsidiary.
The Company has filed for Redressement Judiciaire procedure for Centum T&S Group Societe Anonyme (S.A.) andcertain underlying overseas subsidiaries, under local laws as applicable.
Pending outcome of above Redressement Judiciaire procedure, the management has provided for the carrying valueof its investment in Centum T&S Group Societe Anonyme (S.A.) amounting to ' 1,537.83 million and the same hasbeen disclosed as an exceptional item in the standalone Ind AS statement of profit and loss for the year endedMarch 31, 2026. The management of the Company believes that there are no other obligations in this regard.
Basic EPS amounts are calculated by dividing the profit / loss for the year attributable to equity shareholders of theCompany by the weighted average number of equity shares outstanding during the year. Partly paid equity shares aretreated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fullypaid equity share during the reporting period.
Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders by the weighted averagenumber of equity shares outstanding during the year plus the weighted average number of equity shares that would beissued on conversion of all the dilutive potential equity shares into equity shares.
40 significant accounting judgements, estimates and assumptions
The preparation of the Company's financial statements requires management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities. The estimates and assumptions are based on historical experienceand other factors including expectations of future events that are considered to be relevant. The estimates and underlyingassumptions are continually evaluated and any revisions thereto are recognised in the period of revision and future periodsif the revision affects both the current and future periods. Uncertainties about these assumptions and estimates could resultin outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date thathave a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the nextfinancial year are described below. Existing circumstances and assumptions about future developments may change dueto market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected inthe assumptions when they occur.
Determining whether investment and goodwill are impaired requires an estimation of the value in use of the respectiveasset or the relevant cash generating units. The value in use calculation is based on DCF model. Further, the cash flowprojections are based on estimates and assumptions which are considered as reasonable by the management.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be availableagainst which the same can be utilised. Significant management judgement is required to determine the amount of deferredtax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with futuretax planning strategies. Refer note 7 and 38 for further disclosures.
The Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days pastdue for customers. The provision matrix is initially based on the Company's historical observed default rates.
The assessment of the historical observed default rates and ECLs is a significant estimate. The amount of ECLs is sensitiveto changes in circumstances. The Company's historical credit loss experience may also not be representative of customer'sactual default in the future.
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, includinglegal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future eventsoccur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves theexercise of significant judgement and the use of estimates regarding the outcome of future events.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarialvaluations. An actuarial valuation involves making various assumptions that may differ from actual developments in thefuture. These include the determination of the discount rate, future salary increases and mortality rates. Due to thecomplexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changesin these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operatedin India, the management considers the interest rates of government bonds where remaining maturity of such bondcorrespond to expected term of defined benefit obligation.
The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only atinterval in response to demographic changes. Future salary increases and gratuity increases are based on expected futureinflation rates for India.
Inventory obsolescence provision are determined using policies framed by the Company and in accordance with themethodologies that the Company deems appropriate to the business. There is a significant level of judgment involved inassessing whether provision for obsolescence for slow moving, excess or obsolete inventory items should be recognizedconsidering orders in hand, expected orders, alternative usage, etc.
The Company determines the lease term as the non-cancellable term of the lease.
The Company has lease contracts that include extension and termination options. The Company applies judgement inevaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is,it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. Afterthe commencement date, the Company reassesses the lease term if there is a significant event or change in circumstancesthat is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g.,construction of significant leasehold improvements or significant customisation to the leased asset).
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowingrate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow overa similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-useasset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay', which requiresestimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditionsof the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available andis required to make certain entity-specific estimates.
The Company uses the percentage-of-completion method in accounting for its fixed price contracts for test bench projectsas the management believes that entity's performance does not create an asset with an alternative use to the entityand the entity has an enforceable right to payment for performance completed to date based on terms of the contract.Use of the percentage-of-completion method requires the Company to estimate the efforts expended to date as aproportion of the total efforts to be expended. Efforts expended have been used to measure progress towards completionas there is a direct relationship between input and productivity.
Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses becomeprobable based on the expected contract estimates at the reporting date.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's lengthtransactions. Outstanding balances at the year-end are unsecured and normally interest free. There have beenno guarantees provided to or received from any related party for payables or receivables. For the year endedMarch 31, 2026 and March 31, 2025, the Company has not recorded any impairment of receivables relating to amountsowed by related parties except as disclosed in note 37. This assessment is undertaken each financial year throughexamining the financial position of the related party and the market in which the related party operates.
The Company's contribution to provident fund, Employees' State Insurance and other funds are considered as definedcontribution plans. The contributions are charged to the standalone Ind AS statement of profit and loss as they accrue.Contributions to provident and other funds included in employee benefits expense (refer note 33) are as under:
The Company has a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act,1972 and the Code on Social Security, 2020. Under the act, every employee who has completed five years or moreof service gets gratuity on departure at 15 days wages (last drawn wages) for each completed year of service. Thelevel of benefits provided depends on the member's length of service and salary at retirement age. The Gratuity planis funded partially through contributions made to SBI Life Insurance Company Limited.
The following tables summarise the components of net benefit expense recognised in the standalone Ind AS statementof profit or loss and amounts recognised in the standalone balance sheet for gratuity benefit:
of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilitiesand the financial results are expected to be:
a. Discount rate risk : The defined benefit obligation calculated uses a discount rate based on governmentbonds. If bond yields fall, the defined benefit obligation will tend to increase.
b. Salary inflation risk : Higher than expected increases in salary will increase the defined benefit obligation.
c. Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements thatinclude mortality, withdrawal, disability and retirement. The effect of these decrements on the definedbenefit obligation is not straight forward and depends upon the combination of salary increase, discountrate and vesting criteria. It is important not to overstate withdrawals because in the financial analysisthe retirement benefit of a short career employee typically costs less per year as compared to a longservice employee.
(a) Information about reportable segments
Basis of identifying operating segments / reportable segments:
Operating segments are identified as those components of the Company (a) that engage in business activitiesto earn revenues and incur expenses (including transactions with any of the Company's other components);
(b) whose operating results are regularly reviewed by the Company's Chief Operating Decision Maker (CODM)to make decisions about resource allocation and performance assessment and (c) for which discrete financialinformation is available. The accounting policies consistently used in the preparation of financial statements are
also applied to record revenue and expenditure in individual segments. Assets, liabilities, revenues and directexpenses in relation to segments are categorised based on items that are individually identifiable to that segment,while other items, wherever allocable, are apportioned to the segment on an appropriate basis. Certain itemsare not specifically allocable to individual segments as the underlying services are used interchangeably. TheCompany therefore believes that it is not practical to provide segment disclosures relating to such items andaccordingly such items are separately disclosed as 'unallocated'
(ii) Reportable segments:
An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue)or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.
CODM evaluates the performance of the Company based on the single operative segment as Electronics SystemDesign and Manufacturing ("ESDM"). Therefore, there is only one reportable segment called ESDM in accordancewith the requirement of Ind AS 108 "Operating Segments".
(c) Combined revenue from two external customer group (March 31, 2025: one external customer group) having morehaving more than 10% each of the Company's total revenue amounting to ' 4,243.78 million (March 31, 2025:' 3,066.19 million). Further, the top 5 customer group of the Company contribute to more than 65% of the revenuefor the year ended March 31, 2026 and more than 59% of the revenue during the year ended March 31, 2025.
44 leases, commitments and contingencies
(a) Leases
Company as a lessee
The Company has lease contracts for office facilities and equipment. The lease term of the office facilities is generally2 - 4 years.The Company's obligations under its leases are secured by the lessor's title to the leased assets. The leaseterm for equipments is 8 years and the assets are transferred to the Company at the end of lease term.
The Company also has certain leases of computer and computer equipments with low value. The Company appliesthe 'lease of low-value assets' recognition exemptions for these leases.
The Company has lease contracts that include extension and termination options. The Company applies judgementin evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease.That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal ortermination. After the commencement date, the Company reassesses the lease term if there is a significant eventor change in circumstances that is within its control and affects its ability to exercise or not to exercise the option torenew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to theleased asset).
The Company has commitment in nature of variable lease payment towards purchase of solar and wind powerwith various parties whereby the Company has committed to purchase and supplier has committed to sellcontracted quantity of solar and wind power for period as defined in the power purchase agreements.
The following is a description of claims and assertions where a potential loss is possible, but not probable. TheCompany believes that none of the contingencies described below would have a material adverse effect on theCompany's financial condition, results of operations or cash flows.
The Centum Employee Stock Option Plan ('ESOP') - 2013 plan.
(a) The Centum ESOP - 2013 plan was approved by the directors of the Company in May 2013 and by the shareholdersin August 2013. Centum ESOP - 2013 plan provides for the issue of 250,000 shares to the employees of theCompany and its subsidiaries (whether in India or outside India), who are in whole time employment with theCompany and/or it's subsidiaries.
The plan is administered by the Nomination and Remuneration committee. Options will be issued to employeesof the Company and/or it's subsidiaries at an exercise price, which shall not be less than the market priceimmediately preceding the date of grant. The equity shares covered under these options vest over a periodranging from twelve to forty eight months from the date of grant. The exercise period is ten years from the dateof vesting.
The Centum Electronics Limited Restricted Stock Unit Plan 2021.
(a) The Centum Electronics Limited Restricted Stock Unit Plan 2021 was approved by the shareholders of theCompany in October 2021. Centum RSU - 2021 plan provides for the issue of 1,75,000 shares to the employeesof the Company and its subsidiaries (whether in India or outside India), who are in whole time employmentwith the Company and/or it's subsidiaries.
The plan is administered by the Nomination and Remuneration committee. Options will be issued to employeesof the Company and/or it's subsidiaries at an exercise price, which shall be equal to the face value of the shares.RSUs granted under this Plan would vest not earlier than minimum vesting period of 1 (one) year or such otherperiod as may be prescribed under applicable laws and not later than maximum vesting period of 8 (eight) yearsfrom the date of grant of such RSUs. The exercise period is 5 years from the date of last vesting of RSU.
During the year ended March 31, 2025, the Fund Raising Committee of the Board of Directors of the Company at its meetingheld on March 10, 2025 and March 13, 2025 approved the issue and allotment of 1,810,345 equity shares having facevalue of ' 10 each through Qualified Institutional Placement ("QIP") under the provisions of Chapter VI of the Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, as amended ("SEBI ICDRRegulation") and Section 42 and 62 of the Companies Act, 2013, including the rules made thereunder (as amended) tothe eligible Qualified Institutional Buyers (QIB), at the issue price of ' 1,160 per equity share (including a premium of'1,150 per equity share), aggregating to approximately ' 2,100.00 million which took into account a discount of ' 59.65per equity share (i.e. within 5% of the floor price), as permitted in terms of Regulation 176 (1) of Chapter VI of the SEBIICDR Regulations.
a) Fixed deposits with the bank amounting to ' 595.29 million (March 31, 2025: '450.00 million).
b) Balance in QIP monitoring account and current account aggregating to ' 4.80 million (March 31, 2025:' 447.13 million).
1. During the year ended March 31, 2026, net proceeds were revised from ' 1,999.47 million to ' 2,006.79 million onaccount of actual issue expenses being lower than estimated as disclosed in the offer document, by ' 7.32 million.
The Company's capital management is intended to create value for the shareholders by facilitating the meeting of longterm and short term goals of the Company.
The Company determines the amount of capital required on the basis of annual business plan coupled with long term andshort term strategic investment and expansion plans. The funding needs are met through equity, cash generated fromoperations and long term and short term bank borrowings.
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all otherequity reserves attributable to the equity shareholders of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividendpayment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using agearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep the gearing ratioat an optimum level to ensure that the debt related covenants are complied with.
Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measuredby reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consistsof investment in quoted equity shares and mutual fund investments.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets andliabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the assetor liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financialassets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fairvalues are determined in whole or in part, using a valuation model based on assumptions that are neither supportedby prices from observable current market transactions in the same instrument nor are they based on availablemarket data.
The Company's risk management activities are subject to the management direction and control under the frameworkof Risk Management Policy as approved by the Board of Directors of the Company. The Management ensuresappropriate risk governance framework for the Company through appropriate policies and procedures and the risksare identified, measured and managed in accordance with the Company's policies and risk objectives. All derivativeactivities for risk management purposes are carried out by specialist teams that have appropriate skills, experienceand supervision. It is the company policy that no trading in derivatives for speculative purposes may be undertaken.
The Company's financial liabilities (other than derivatives) comprises mainly of borrowings including interest accrual,leases, trade, capital and other payables. The Company's financial assets (other than derivatives) comprise mainlyof cash and cash equivalents, other balances with banks, trade and other receivables. In the ordinary course ofbusiness, the Company is exposed to Market risk, Credit risk and Liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because ofchanges in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk andequity price risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The Company's exposure to the risk of changes in marketinterest rates relates primarily to the Company's debt obligations with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on thatportion of loans and borrowings affected. With all other variables held constant, the Company's profit beforetax is affected through the impact on floating rate borrowings, as follows:
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate becauseof changes in foreign exchange rates.
The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchangerates, with all other variables held constant.
(iii) Equity price risk
The Company does not have equity price risk except to the extent of impairment of investments.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customercontract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereofprincipally consist of trade receivables, investments, cash and cash equivalents and other bank balances.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit riskis carrying value of trade receivables, balances with bank, bank deposits, investments (other than investmentsin subsidiaries) and other financial assets.
Customer credit risk is managed by each business unit based on the Company's established policy, proceduresand control relating to customer credit risk management. An impairment analysis is performed at each reportingdate on an individual basis for major aged receivables. The Company does not hold collateral as security. Further,the top 5 customer group of the Company contribute to more than 62% of the trade receivables for the yearended March 31, 2026 and more than 63% of the trade receivables during the year ended March 31, 2025.
With respect to trade receivables (other than dues from subsidiary companies), the Company has constitutedthe terms to review the receivables on periodic basis and to take necessary mitigations, wherever required.The Company creates allowance for all unsecured receivables based on lifetime expected credit loss based ona provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted forforward looking information. The expected credit loss allowance is based on the ageing of the receivables thatare due and rates used in the provision matrix.
Credit risk from balances with bank and financial institutions and in respect to loans and security deposits ismanaged by the Company's treasury department in accordance with the Company's policy. Investments of surplusfunds are made only with approved counterparties and within credit limits assigned to each counterparty. Thelimits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty'spotential failure to make payments.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidityrisk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.The Company has obtained fund and non-fund based working capital limits from various banks. The Companyinvests its surplus funds in bank fixed deposit, which carry no or low market risk.
The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintaina balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, etc. TheCompany assessed the concentration of risk with respect to refinancing its debt and concluded it to be medium.
The table below has been drawn up based on the undiscounted contractual maturities of the financial liabilitiesexcluding interest that will be paid on those liabilities upto the maturity of the instruments.
Note:
The above disclosure made do not include step down subsidiaries and are with respect to subsidiary existing as atMarch 31, 2026.
51 The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations underthe IT Act (regulations') to determine whether the transactions entered during the year ended March 31, 2026, with theassociated enterprises were undertaken at "arm's length price". The management confirms that all the transactions withassociate enterprises are undertaken at negotiated prices on usual commercial terms and is confident that the aforesaidregulations will not have any impact on the financial statements, particularly on the amount of tax expense and that ofprovision for taxation.
54 As at March 31, 2026, trade payables amounting to ' 281.15 million (March 31, 2025: ' 82.57 million), advance fromcustomers amounting to ' 321.30 million (March 31, 2025: ' 651.06 million) and trade receivables amounting to ' 52.74million (March 31, 2025: '671.44 million) towards purchase and sale of goods and services respectively, which areoutstanding beyond permissible time period stipulated under the Master Circular on Import of Goods and Servicesand Master Circular on Export of Goods and Services issued by Reserve Bank of India Cthe RBI'). Considering that thebalances are outstanding for more than the stipulated time, the Company is in the process of intimating the appropriateregulatory authorities and seeking requisite approvals for extensions.
During the year ended March 31, 2026, the Company has written off trade receivables amounting to ' 396.00 million(March 31, 2025: Nil) in respect of export of goods and services to its Canadian subsidiaries and the same has beendisclosed as exceptional item in the standalone Ind AS statement of profit and loss (refer note 37 and 41). Further, theCompany has written back advances received from a customer, outstanding for more than three years, amounting to' 33.05 million (March 31, 2025: Nil) and disclosed the same under other income in the standalone Ind AS statementof profit and loss (refer note 29). The management is in the process of regularising the same with the appropriateregulatory authorities for approval to write off/write back. The management is confident that required approvalswould be received and penalties, if any that may be imposed on the Company would not be material. Accordingly, noadjustments have been made by the management to these standalone Ind AS financial statements in this regard.
55 MCA has amended the Rule 3 of the Companies (Accounts) Rules, 2014 (the "Accounts Rules") vide notification datedAugust 05, 2022, relating to the mode of keeping books of account and other books and papers in electronic mode.Back-ups of the books of account and other books and papers of the company maintained in electronic mode are nowrequired to be retained on a server located in India on daily basis (instead of back-ups on a periodic basis as providedearlier) as prescribed under Rule 3(5) of the Accounts Rules. With respect to the above, the Company has complied withthe requirement for all the IT applications.
56 The Company has used certain accounting softwares for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded inthe software, except that, audit trail feature is not enabled for certain changes made, if any, to data using privileged/administrative access rights in so far it relates to the aforesaid applications. Further, no instances of audit trail featurebeing tampered with respect to the above accounting software has been noted where audit trail has been enabled.Further, the Company has also used certain accounting softwares which are operated by third-party software serviceproviders, for maintaining its books of account which has complied with all the requirements for audit trail based on SOC2- Type 2 report issued by an external expert.
Additionally, the audit trail of prior year(s) has been preserved by the Company as per the statutory requirements forrecord retention to the extent it was enabled and recorded in the respective years.
The Bengaluru Bench of the National Company Law Tribunal ("NCLT") vide its order dated October 29, 2025, has approvedthe Scheme of Amalgamation (the "Scheme") of wholly owned subsidiary of the Company, Centum T&S Private Limitedwith the Company with an appointed date of April 01, 2024, under section 230 to 232 and other applicable provisions ofthe Companies Act, 2013 read with the rules framed thereunder. The said Scheme has become effective from October29, 2025 on compliance of all the conditions precedent mentioned therein. Consequently, above mentioned wholly ownedsubsidiary of the Company got amalgamated with the Company w.e.f. April 01, 2024. Since the amalgamated entity isunder common control, the accounting of the said amalgamation has been done applying Pooling of interest method asprescribed in Appendix C of Ind AS 103 'Business Combinations' w.e.f the first day of the earliest period presented i.e.April 01, 2024. While applying Pooling of Interest method, the Company has recorded all assets, liabilities and reservesattributable to the wholly owned subsidiary company at their carrying value as appearing in the consolidated Ind ASfinancial statements of the Company immediately prior to the amalgamation as per guidance given in ITFG Bulletin 9.
Further, pursuant to the Scheme of Amalgamation, the authorised share capital of the Company has been increased to' 156.00 million (March 31, 2025 - '155.00 million).
The previous year figures of Standalone Ind AS Balance Sheet, Standalone Ind AS Statement of Profit and Loss (includingOther Comprehensive Income) and Standalone Ind AS Statement of Cash Flows have been restated considering that theamalgamation has taken place from the first day of the earliest period presented i.e., 1st April, 2024 as required underAppendix C of Ind AS 103. Below is the summary of restatement of previous year figures:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending againstthe Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rulesmade thereunder.
(ii) The Company does not have any transactions with struck off company under section 248 of Companies Act, 2013.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (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 onbehalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) 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 onbehalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search orsurvey or any other relevant provisions of the Income Tax Act, 1961.
The Board of Directors have proposed dividend after the balance sheet date which are subject to approval by theshareholders at the annual general meeting. (Refer note 17).