OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information, which is included in this Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations are based on our Restated Consolidated Financial Information, including the related notes and reports, which are prepared under Ind AS, in accordance with requirements of the Companies Act, and restated in accordance with the SEBI ICDR Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS.
This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Forward-Looking Statements" and "Risk Factors" on pages 19 and 20, respectively.
Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information as at and for the three months period ended June 30, 2026, and for Fiscals 2026, 2025 and 2024, included in this Red Herring Prospectus. For further information, see "Financial Information" beginning on page
336. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the twelve months ended March 31 of that year.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled "Independent Market Research on Cardiovascular Devices Market" dated September 30, 2026 (the "F&S Report"), prepared and released by Frost & Sullivan and exclusively commissioned and paid for by us in connection with the Offer, pursuant to an engagement letter dated September 22, 2026. A copy of the F&S Report is available on the website of our Company at www.smtpl.com. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see "Risk Factors Internal Risks Certain sections of this Red Herring Prospectus disclose information from the F&S Report which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks." on page 57.
Overview
We are a Class III58 and Class C/D59 medical devices company with a portfolio of technologically advanced medical devices across vascular and structural heart intervention. Our Company was founded by Mr. Dhirajlal Kotadia in 2001. According to the F&S Report, we were the first company in the world to receive a CE certification for a DES with a biodegradable polymer- based paclitaxel-eluting stent (Infinnium). Over the years, we have introduced several innovative products, driven by our focus on research and development and precision manufacturing capabilities enabling us to deliver quality products backed by clinical data, with a presence across 65 countries (including India) in the three months ended June 30, 2026 and 77 countries (including India) in Fiscal 2026.
We are a R&D-driven company engaged in the development of Class III and Class C/D medical devices, with an emphasis on
Vascular Intervention ("VI") and Structural Heart ("SH"). Our portfolio of (i) VI products includes coronary intervention products such as coronary stents and coronary balloons, (ii) SH products include TAVI and Occluders, and (iii) Others including our own brand of renal stents, peripheral DCBs and other trading products.
Set out below are details of our revenue from product categories for the years/period indicated.
| Details | Three months ended June 30, 2026 | 2026 | Fiscal | 2025 | 2024 | |||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| Revenue from sale of VI devices | 2,123.98 | 60.40% | 7,400.89 | 61.14% | 6,749.70 | 65.86% | 6,182.66 | 68.57% |
| Details | Three months ended June 30, 2026 | 2026 | Fiscal | 2025 | 2024 | |||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| Revenue from sale of SH devices | 564.30 | 16.05% | 2,030.62 | 16.77% | 1,573.17 | 15.35% | 1,105.43 | 12.26% |
| Revenue from sale of others* | 828.41 | 23.55% | 2,673.54 | 22.09% | 1,925.92 | 18.79% | 1,727.95 | 19.17% |
| Total revenue from operations | 3,516.69 | 100.00% | 12,105.04 | 100.00% | 10,248.79 | 100.00% | 9,016.04 | 100.00% |
* Others includes revenue from traded goods and revenue from sale of our own brands of renal stents and peripheral DCB.
According to the F&S Report, we have a leading market share in the drug eluting stents ("DES") market in India, with a market share of nearly 25.00% in Fiscal 2026 of the total DES sales volume in India. Further, according to the F&S Report, we are among the top five companies in terms of market share by sales volume of DES in each of Germany, Spain, Poland and Brazil, as of March 31, 2026. Additionally, we are among the top five companies in terms of market share by sales volume of Occluders in Thailand, South Korea and India, as of March 31, 2026.
Our strategy centers on continuous innovation, expanding our product portfolio, enhancing existing products, and exploring new technologies to address evolving clinical and market needs. As of June 30, 2026, we have two R&D centers one in India and another in Thailand, supported by a team of 156 professionals (including four consultants), each with experience in biomedical engineering, technology development, and clinical research. Additionally, we have built a robust intellectual property portfolio, with 119 patents granted globally, 78 more patent applications in the pipeline, and five design registrations in India as of the date of this Red Herring Prospectus. Our R&D focuses on expanding indications for existing products, product and process enhancements, development of new capabilities and technologies, clinical trials for new market entry, and the development of new devices.
Consequently, our R&D efforts have resulted in an industry first and product enhancements. For instance, according to the F&S Report, we were the first company in the world to receive CE certification for an in-house developed biodegradable polymer-based paclitaxel-eluting stent (Infinnium) in December 2005. We further innovated by introducing our proprietary LDZ link, which enhanced the deliverability of Supraflex Cruz (our biodegradable polymer-based DES), making it the most deliverable stent in its class according to the F&S Report. We have also enhanced the crossing capability of our balloon catheters. Additionally, we have developed a patented AVDC system for our Hydra TAVI, improving deliverability, after the acquisition of Vascular Innovations. The next generation of AVDC received CE approval in Fiscal 2026.
We have built a strong clinical foundation for our flagship products Supraflex Cruz, Hydra, Sironity Drug-coated PTCA Balloon, Pipit and Cocoon, supported by 75 clinical studies (comprising 66 completed studies and 09 ongoing studies), as of June 30, 2026, across diverse geographies and patient populations. Our commitment to quality is reflected in our distinction as one of the few Indian MedTech companies with results of key clinical trials on products published in top-tier journals such as The Lancet (impact factor60 109) and NEJM (impact factor 84.5), according to the F&S Report. Further, Supraflex Cruz has been shown to offer better deliverability and clinical outcomes than the DES of leading competitors, while Hydra and Cocoon stand out among peers for their advanced features and safety profiles, according to the F&S Report.
We marketed our products in 77 countries (including India) in Fiscal 2026, through a mix of direct, hybrid, and distributor-led models, adapting to local regulatory and market conditions. In India, through our hybrid model, we cater to large hospitals, including Narayana Hrudayalaya Limited. In Europe, we have direct operations in major markets such as Germany, Spain, France and UK, successfully navigating complex regulatory and procurement environments. In certain other regions, such as Italy, we use distributor-led models for efficient market entry and scaling. Our international revenue share has grown steadily over the past three years, reflecting increasing global acceptance and diversification of our business.
| Particulars | Three months ended June 30, 2026 | 2026 | Fiscal | 2025 | 2024 | |||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| India | 838.46 | 23.84% | 3,163.03 | 26.13% | 3,206.51 | 31.28% | 3,137.60 | 34.80% |
| Particulars | Three months ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 | ||||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| Europe | 1,325.35 | 37.69% | 4,680.04 | 38.66% | 3,377.55 | 32.96% | 2,661.21 | 29.52% |
| Rest of world (RoW) | 1,352.88 | 38.47% | 4,261.97 | 35.21% | 3,664.73 | 35.76% | 3,217.23 | 35.68% |
| Total revenue from operations | 3,516.69 | 100.00% | 12,105.04 | 100.00% | 10,248.79 | 100.00% | 9,016.04 | 100.00% |
As on the date of this Red Herring Prospectus, we have three manufacturing facilities, two located in India and one in Thailand. Our integrated manufacturing facilities in India and Thailand give us a high level of control over the value chain, from components to finished products. By bringing key processes in-house such as the in-house manufacturing of balloon catheters, we have reduced costs, improved quality, and accelerated product development. This integration allows for faster prototyping and time to market, supporting our ability to innovate and respond quickly to emerging clinical needs.
According to the F&S Report, our products such as Supraflex Cruz (DES), Cocoon (Occluders) and Hydra (TAVI) are widely accepted in international markets, supported by endorsements from key opinion leaders ("KOLs"), successful government tender wins, and acceptance by major European Group Purchasing Organizations ("GPOs"). Deep engagement with KOLs has also influenced our product enhancement efforts. Our ability to meet the high standards of GPOs and secure large contracts in Europe and India further validates our products quality and clinical effectiveness, strengthening our reputation and driving global adoption.
We have demonstrated expertise in executing and integrating mergers and acquisitions across multiple geographies and product categories. By acquiring our distributors in Spain (Imex) and Brazil (Zarek), we transitioned from a distributor-led to a direct model in Spain and hybrid model in Brazil. Further, through the acquisitions of Vascular Concepts and Vascular Innovations, we successfully entered new product categories such as Occluders and TAVI. This has enabled us to expand our total addressable market. We have also pursued collaborations with medtech companies to complement our in-house product offerings. For instance, we have partnered with Philips India Limited and Insight Lifetech Co., Ltd., to provide imaging solutions that enhance the value proposition for interventional cardiologists and enhance our capabilities in the complex PCI market. We have also partnered with another company as their exclusive distributor for peripheral and coronary vascular thrombectomy technologies in select domestic geographies in India.
We have adopted a "House of Brand" approach, developing and manufacturing a portfolio of brands across product categories which are recognized for their clinical innovation. According to the F&S Report, our flagship brands Supraflex Cruz (DES), Cocoon (Occluders), and Hydra (TAVI) are widely accepted in international markets and are supported by endorsements from leading KOLs.
Our leadership team is composed of experienced professionals with deep expertise in medical devices R&D, manufacturing, business development and quality assurance. The senior leadership team (comprising KMPs and SMPs) includes 11 members, with an average of 26 years of industry experience. The average tenure of our senior leadership (comprising KMPs and SMPs) is eight years, reflecting a strong and cohesive management foundation. This depth of experience and stability has been instrumental in driving our strategic vision and sustained growth. Additionally, we have investors, such as Samara Capital Markets Holding Limited, Kotak Pre-IPO Opportunities Fund, Plutus Wealth Management LLP, and Ashish Kacholia.
Significant Factors Affecting our Financial Condition and Results of Operations
Availability and cost of raw materials
Our cost of raw materials consumed constitutes one of the largest components of our total expenses. In the three month period ended June 30, 2026 and in Fiscals 2026, 2025 and 2024, our materials and related costs (consisting of cost of materials consumed, purchase of stock-in-trade and changes in inventories of finished goods, stock-in-trade and work-in-progress), amounted to 910.91 million, 2,939.79 million, 2,504.01 million and 2,317.88 million, respectively, accounting for 25.90%, 24.29%, 24.43% and 25.71%, respectively, of our revenue from operations in the same periods. We rely on third-party suppliers for certain raw materials and components, and the main raw materials and components used in the manufacturing of our products include metal tubes, plastic tubes, drugs and polymers.
Further, we procure a substantial portion of our raw materials and components from international markets including Germany, China, Netherlands and Ireland. Set out below are details of our purchases, including raw materials and traded goods for the years/period indicated:
| Particulars | Three months period ended June 30, 2026 | 2026 | 2025 | Fiscal 2024 | ||||
| Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | |
| Purchases |
| Particulars | Three months period ended June 30, 2026 | 2026 | 2025 | Fiscal 2024 | ||||
| Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | Amount ( million) | % of total purchases | |
| - Domestic | 172.70 | 15.99% | 712.77 | 22.82% | 698.46 | 26.33% | 718.89 | 25.72% |
| - Imports | 907.47 | 84.01% | 2,410.02 | 77.18% | 1,954.09 | 73.67% | 2,075.98 | 74.28% |
| Total | 1,080.17 | 100.00% | 3,122.79 | 100.00% | 2,652.55 | 100.00% | 2,794.87 | 100.00% |
Raw material supply and pricing can be volatile due to a number of factors beyond our control, including global demand and supply, transportation and labor costs, labor unrest, natural disasters, import duties, tariffs and currency exchange rates, and any unanticipated variation in any of these factors could have a material adverse effect on our operations.
We identify and approve multiple suppliers to source our key raw materials and we place purchase orders with them from time to time. As we continue to grow our product portfolio and increase our production capacities, we believe we will benefit from increasing economics of scale. However, we would also need to procure higher volumes of raw materials, and although we endeavor to enter into long-term contracts with certain critical vendors, we typically enter into short-term supply contracts with our suppliers. We are thus exposed to fluctuations in availability and prices of our raw materials, including on account of exchange rate fluctuations, and we may not be able to effectively pass on any increase in cost of raw materials to our customers, which may affect our margins, sales, results of operations and cash flows. Additionally, we are dependent on our suppliers (our top 10 suppliers contributed to 63.61%, 59.15%, 64.37% and 58.88% of total purchases in the three months period ended June 30, 2026 and in Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively) for certain raw materials and components and an inability to procure the required quality and quantity, at competitive prices, our business, financial condition, cash flows and results of operations may be adversely affected. Further, our relationship with suppliers of key raw materials and lacks exclusivity, thereby contributing to pricing pressures exerted by our suppliers
Continued investment in R&D and launch of new products
Our business relies significantly on our R&D capabilities including our ability to continuously develop innovative and technologically advanced products. As of June 30, 2026, we have two R&D centers - one in India and another in Thailand, supported by a team of 156 professionals (including four consultant). We have built a robust intellectual property portfolio, with 119 patents granted globally, 78 more patent applications in the pipeline, and five design registrations in India as of the date of this Red Herring Prospectus.
Our R&D focuses on expanding indications for existing products, product and process enhancements, development of new capabilities and technologies, clinical trials for new market entry, and the development of new devices. We have invested substantial effort, funds and other resources towards our R&D activities. Our R&D efforts have resulted in an industry first and product enhancements. For instance, according to the F&S Report, we were the first globally to receive CE approval for an in-house developed biodegradable polymer-based DES, Supraflex Cruz. The development of any new products and enhancement of existing products requires significant investment in R&D and involves a high degree of business risk.
Set out below are details of our R&D expenses for the years/period indicated.
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 | ||||
| Amount ( million) | % of revenue from operations | Amount ( million) | % of revenue from operations | Amount ( million) | % of revenue from operations | Amount ( million) | % of revenue from operations | |
| R&D Expenses | 347.43 | 9.88% | 1,041.64 | 8.61% | 929.86 | 9.07% | 814.63 | 9.04% |
Our business, financial, and operating results are impacted by our ability to launch new, innovative products. To support this, we plan to continue investing in both existing and emerging technologies to further enhance and develop our product offerings, and we anticipate that our R&D expenditures will increase as we pursue these growth strategies. The success of future innovations will depend on how well they align with customer needs and the balance between their costs and perceived benefits.
As costs related to products sold, operating expenses, and capital expenditures may fluctuate over time, our results of operations and cash flows may be impacted in the short term. The R&D process can be time-intensive, and the commercialization of new products often requires government approvals, the timing of which may vary and may not always be within our control. Our ability to grow revenue is also linked to obtaining necessary regulatory approvals or clearances in the countries where we operate.
Additionally, the time required to develop products and secure regulatory approvals means that the competitive landscape may evolve, and the anticipated advantages in pricing or efficacy may differ from initial expectations. Consequently, investments in R&D may lead to increased costs that are not always matched by corresponding revenue growth. We also recognize the need to adapt to rapid changes in our industry, driven by technological advancements and scientific discoveries. The costs associated with implementing new technologies, upgrading manufacturing facilities, and retaining our R&D team may be significant and could impact our overall profitability.
Product Mix
Our operations are primarily centered around the development, manufacturing, and sale of technologically advanced medical devices. Over the years, our VI product portfolio has been the cornerstone of our business, driving both our market presence and financial performance. A significant portion of our revenue is derived from the sale of Vascular Intervention devices. Set out below are details of our revenue from sale of VI devices for the years/period indicated.
| Details | Three months period ended June 30, 2026 | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | ||||
| Amount ( million) | % of total revenue from operations | Amount ( million) | % of total revenue from operations | Amount ( million) | % of total revenue from operations | Amount ( million) | % of total revenue from operations | |
| Revenue from sale of VI devices | 2,123.98 | 60.40% | 7,400.89 | 61.14% | 6,749.70 | 65.86% | 6,182.66 | 68.57% |
Notably, within the VI segment, our flagship product, Supraflex Cruz, has emerged as the single largest contributor, accounting for 39.00%, 37.17%, 42.06% and 47.84% in the three months period ended June 30, 2026, and in Fiscals 2026, 2025 and 2024, respectively. This high dependence on a single product and product category exposes us to risks related to market demand fluctuations, regulatory changes, and competitive pressures within the VI segment.
To sustain our leadership in the VI segment and to mitigate risks associated with product concentration, we aim to continue to innovate and invest in product development. Our commitment to innovation is reflected in our pipeline of new products and enhancements to existing offerings. Further, continued investment in R&D is essential not only for maintaining our competitive edge but also for expanding our product portfolio, entering new markets, and addressing unmet clinical needs, all of which are critical to our long-term growth and operational results. Also see "- Continued investment in R&D and launch of new products" on page 422.
Marketing and sale of our products
We have an extensive sales and distribution network with direct operations in six countries, hybrid presence in 20 countries and distributor sales presence in 39 countries, as of June 30, 2026. We have adopted a tailored approach to market entry and expansion, utilizing a mix of direct, hybrid, and distributor-led models in an effort to optimize our global sales. As of June 30, 2026, we have an extensive sales and distribution network of 118 distributors in India and 265 distributors outside India.
Our ability to generate a substantial proportion of sales through distributors helps improve our overall working capital metrics. In Fiscal 2024, our receivable days stood at 88 days of sales, which has improved to 85 days in Fiscal 2025, 83 days of sales in Fiscal 2026. In the three months period ended June 30, 2026 our receivable days stood at 76 days of sales. Our domestic sales operations are headed by highly qualified and experienced professionals, who are supported by a team of 118 sales personnel and 71 logistics associates in India as of June 30, 2026.
Internationally, we have established a strong distribution network in Europe, LATAM, MEA and Asia Pacific. According to the F&S Report, we are among the top five companies in terms of market share by sales volume of DES in each of Germany, Spain, Poland and Brazil, as of March 31, 2026. Additionally, we are among the top five companies in terms of market share (by sales volume of occluders) in South Korea and Thailand, as of March 31, 2026, according to the F&S Report. Across markets, our distributors are supported by a dedicated sales team that seeks to engage with leading local physicians while building our brand. We extend further support to our distributors through active marketing, including direct participation in regional conferences and scientific programs.
In addition to our distributor-led approach, we leverage both hybrid and direct sales models to optimize our market presence and operational efficiency across diverse geographies. The hybrid model combines our own limited sales force with established local distributors, allowing us to maintain a degree of control and brand presence while benefiting from the market knowledge and networks of local partners. This approach is particularly effective in markets where regulatory complexity or market size does not justify a fully direct presence, but where some level of direct engagement is beneficial. Examples of hybrid markets include Mexico, South Korea, South Africa, Vietnam, and Colombia, where we balance our own resources with those of local distributors to optimize market access and cost efficiency.
The direct model involves establishing our own legal entity and deploying a local sales team, which enables us to maintain full control over the sales cycle - from lead generation to customer engagement and after-sales support. This model is especially valuable in strategic markets such as Germany, Spain, France and the UK, where we have built strong on-the-ground teams and infrastructure. The direct model allows us to engage closely with KOLs, ensure comprehensive account coverage, and implement localized strategies tailored to the unique needs of each market.
We constantly seek to grow our product reach to underpenetrated geographies, increase the penetration of our products in markets in which we are currently present and widen the portfolio of our products available in those markets by growing our distribution network. Our success is dependent on our ability to successfully tie up with or appoint new distributors to expand our network and effectively manage our existing distribution network. However, we may not be successful in appointing new distributors to expand our network or increase our market presence. Further, we may also face disruptions in the delivery of our products for various reasons such as termination of any distributor agreements, poor handling of our products by distributors, transportation bottlenecks, competition activities, labor issues, natural disasters, which could lead to delayed or lost deliveries. Additionally, by utilizing a mix of direct, hybrid, and distributor-led models, we are able to maximize our reach, adapt to local market dynamics, and drive sustainable growth in both established and emerging markets.
Personnel and consultancy costs
Employee benefit expenses constitute a significant portion of our operating expenses. Our employee benefit expense in the three months period ended June 30, 2026, and in Fiscals 2026, 2025 and 2024 amounted to 973.91 million, 3,517.91 million,
2,923.35 million, and 2,539.41 million, accounting for 27.69%, 29.06%, 28.52%, and 28.17%, respectively of our revenue from operations. The number of our full-time employees increased from 1,338 as of March 31, 2024 to 1,458 as of March 31, 2025, further to 1,517 as of March 31, 2026 and 1,605 in the three months period ended June 30, 2026. We expect our employee benefit expenses to increase in the future as retaining the services of our skilled employees, including sales personnel across different geographies is in line with our growth strategy. Employee benefit expenses primarily include salaries, wages and bonus, share based payment expenses, staff welfare expenses, contribution provident and other funds, and gratuity expense. These costs are subject to certain factors that are out of our control, including amendments to the minimum wage laws and other employee benefit laws in India. Rising wages in India may have a material impact on our net revenues. In addition, we also pay professional fees for various services, including to consultants who are primarily engaged in sales efforts in regions outside India, which amounted to 276.15 million, 795.31 million, 763.93 million and 560.98 million, accounting for 7.85%, 6.57%, 7.45% and 6.22%, respectively of our revenue from operations. Our use of stock options as part of our employee retention strategy also contributes to rising compensation expenses. In the three months period ended June 30, 2026 and in Fiscals 2026, 2025 and 2024, share-based payment expenses stood at 27.62 million, 69.68 million, 36.97 million and 15.25 million, respectively. As we expand eligibility to a broader set of employees, this expense may also increase. If we are unable to efficiently manage our personnel costs, it could have a significant impact on our results of operations and financial condition.
Changes in Regulatory framework
Our products, marketing, sales and development activities and manufacturing processes are subject to extensive and rigorous regulation by regulatory authorities across geographies, and we are required to maintain various regulatory approvals in connection with our business activities. Changes in Government policy, legislation, regulatory interpretation or enforcement applicable to us may lead to a significant increase in compliance obligations and costs.
In India, we are required to comply with various legislations including the Drugs and Cosmetics Act, 1940, Drugs and Cosmetics Rules, 1945, the Medical Devices Rules, 2017, each as amended. Globally, our products are required to adhere to the regulatory requirements of each country to which the products are exported to. Most countries require that product approvals be renewed or recertified on a regular basis. The renewal or recertification process requires that we evaluate any device changes and any new regulations or standards relevant to the device and conduct appropriate testing to document continued compliance. In the EU, we are required to comply with the EU MDR, which came into effect in May 2020. While we have received the MDR certificates for Supraflex Cruz, we are preparing for a transition from the MDD to the EU MDR for other products As per the
EUs transitional provisions, this allows us to continue marketing our products in the EU until December 31, 2027, provided no significant changes are made to the products design or intended use. We are also subject to other laws and regulations which are applicable to manufacturers in general and if there is any change in these laws and regulations, our results of operations may be adversely affected.
Regulations regarding the development, manufacture and sale of medical devices are evolving and subject to future change. Further, regulatory authorities actively monitor compliance with local laws and regulations through review and inspection of design and manufacturing practices, recordkeeping, reporting of adverse events, labelling and promotional practices. Regulatory authorities can ban certain medical devices, detain or seize misbranded medical devices, prevent replacement or refund of these devices and require notification of health professionals and others with regard to medical devices that present unreasonable risks of substantial harm to the public health. We must also ensure that government and other regulatory agencies do not withdraw approvals for the sale of our existing products. In addition, prices for medical devices are subject to regulations in India as well as certain other countries in which we operate. Regulatory authorities may also impose pricing controls that apply to our products. The existence of price controls can limit the revenues we earn from our products. The evolving and complex nature of regulatory requirements, the broad authority and discretion of the regulatory authorities and the generally high level of regulatory oversight results in the continuing possibility that our development of new products and manufacturing of existing products may be restricted.
Foreign exchange fluctuations
As a result of our international operations, certain portions of our revenues and expenditure are influenced by (i) the currencies of those countries where we sell our products (for example, countries in Europe, South-East Asia and South America), where we sell our products in the local currency; (ii) currencies of countries from where we procure our raw materials and components, which are primarily in U.S. Dollars or Euros; and (iii) the currencies of countries where our foreign Subsidiaries are located.
Set out below are details of our revenue from customers outside India, which are denominated in foreign currency as well as details of our imports in foreign currencies:
| Three months period ended June 30, 2026 | 2026 | 2025 | 2024 | |
| Revenues from location of customers outside India ( million) | 2,678.23 | 8,942.01 | 7,042.28 | 5,878.44 |
| Revenues from location of customers outside India as a % of total revenue from operations (%) | 76.16% | 73.87% | 68.71% | 65.20% |
| Imports in foreign currencies ( million) | 907.47 | 2,410.02 | 1,954.09 | 2,075.98 |
Since our reporting currency is Indian rupee, all foreign currency transactions including sales, purchases and expenses are translated into Indian rupees. We are also required to translate the financial statements of our foreign Subsidiaries from their respective currencies to Indian Rupees for the purposes of our Restated Consolidated Financial Information. In view of the fluctuation in the value of the Indian Rupee against foreign currencies, we are impacted by foreign exchange risk. The value of the Indian Rupee against foreign currencies is affected by, among other things, the demand and supply of the Indian Rupee and changes in Indias political and economic conditions. For details of our total unhedged foreign currency exposure as of June 30, 2026, see " Quantitative and Qualitative Disclosures about Market Risk Foreign Currency Risk" on page 438.
These factors may expose us to exchange rate movements, which may have a material effect on our operating results in a given period.
Ability to integrate acquisitions and pursue collaborations
We have in the past, and may in the future, enter into and undertake strategic partnerships and acquisitions of complementary businesses, products or technologies. For example, we acquired and successfully integrated (i) VCL and Vascular Innovations in May 2020 and entered the structural heart therapy segment; (ii) Imex in June 2019, which was our distributor in Spain; and (iii) Zarek in September 2019, a sales and marketing company with a portfolio of interventional cardiology and endovascular products based in Brazil, which was also our distributor. Through the acquisitions of Vascular Concepts and Vascular Innovations, we successfully entered new, high-value product categories such as Occluders and TAVI. This has enabled us to expand our total addressable market. The acquisitions of Imex and Zarek helped us gain a direct presence in Spain and Brazil, and we have been able to leverage their experienced sales forces with knowledge of the segment while also having access to their existing customer base. In addition, we have pursued collaborations with medtech companies to complement our in-house product offerings. For instance, we have partnered with Philips India Limited in India and Insight Lifetech Co., Ltd., in Europe to provide imaging solutions that enhance the value proposition for interventional cardiologists. We intend to continue to evaluate acquisition opportunities that have the potential to fast track our entry into advanced products with high growth potential or strengthen our R&D and manufacturing capabilities and collaborations that would help introduce new products and technologies to our portfolio.
Identifying suitable acquisition opportunities and/or collaborations can be difficult, time consuming and costly. The benefits and costs arising from our acquisitions or collaborations affect our results of operations and cash flows.
Key Components of our Statement of Profit and Loss
The following descriptions set forth information with respect to the key components of our profit and loss statement.
Income
Total income consists of revenue from operations and other income.
Revenue from Operations
Revenue from operations primarily accounts for the sale of products, comprising (i) vascular intervention ("VI") products comprising coronary and peripheral intervention products including coronary stents, coronary balloon, peripheral drug coated balloons and renal stents; (ii) structural heart therapy ("SH") products including aortic valve and occluders; and (iii) others including traded accessories such as PTMC balloons, sizing balloons, Y-connectors, aspiration catheters and inflation devices.
Other income
Other income primarily includes interest income on bank deposits and others, write-back of provisions that are no longer required, and net foreign exchange gain.
Cost of materials consumed
Cost of materials consumed primarily includes cost of packaging material, labour and production overheads and cost of raw materials such as metal tubes, plastic tubes, drugs and polymers.
Purchases of Stock-in-Trade
Purchases of stock-in-trade primarily consist of cost of acquiring third party products distributed by us.
Changes in inventories of finished goods, work-in-progress and stock-in-trade
Changes in inventories of finished goods, work-in-progress and stock-in-trade reflects the difference between our inventories at the start of the year and at the end of the year.
Employee benefits expense
Employee benefits expense primarily consists of salaries, wages and bonus, staff welfare expenses, contribution to provident and other funds, gratuity expense and share based payment expenses.
Finance costs
Finance costs primarily consist of interest expense, interest on lease liability and other borrowing costs.
Depreciation and amortization expense
Depreciation and amortization expense primarily relates to depreciation of our property, plant and equipment, ROU (right of use) assets and amortization of intangible assets.
Other expenses
Other expenses primarily consists of clinical trial expenses, legal and professional fees, sales and marketing expenses, conference expense, commission and brokerage, travelling expenses, freight and forwarding expenses and testing expenses.
Results of Operations
The following table sets forth certain information with respect to our results of operations for the three months period ended June 30, 2026, and for the years ended March 31, 2026, 2025 and 2024:
| Three months period ended June 30, 2026 | 2026 | 2025 | Fiscal 2024 | |||||
| ( million) | % of total income | ( million) | % of total ( income | million) | % of total ( income | million) | % of total income | |
| Income | ||||||||
| Revenue from operations | 3,516.69 | 99.25% | 12,105.04 | 99.33% | 10,248.79 | 98.93% | 9,016.04 | 99.23% |
| Other income | 26.65 | 0.75% | 82.21 | 0.67% | 110.84 | 1.07% | 69.90 | 0.77% |
| Total income | 3,543.34 | 100.00% | 12,187.25 | 100.00% | 10,359.63 | 100.00% | 9,085.94 | 100.00% |
| Expenses | ||||||||
| Cost of materials consumed | 630.81 | 17.80% | 2,582.32 | 21.19% | 2,184.39 | 21.09% | 2,428.31 | 26.73% |
| Purchase of Stock-in-Trade | 325.36 | 9.18% | 457.53 | 3.75% | 514.56 | 4.97% | 289.34 | 3.18% |
| Changes in inventories of finished goods, stock-in-trade and work-in- progress | (45.26) | (1.28)% | (100.06) | (0.82)% | (194.94) | (1.88)% | (399.77) | (4.40)% |
| Employee benefit expense | 973.91 | 27.49% | 3,517.91 | 28.87% | 2,923.35 | 28.22% | 2,539.41 | 27.95% |
| Finance costs | 65.47 | 1.85% | 244.28 | 2.00% | 207.31 | 2.00% | 194.41 | 2.14% |
| Depreciation and amortization expense | 204.14 | 5.76% | 741.56 | 6.08% | 625.34 | 6.04% | 645.03 | 7.10% |
| Other expenses | 1,146.11 | 32.35% | 3,940.79 | 32.34% | 3,541.22 | 34.18% | 3,058.28 | 33.66% |
| Total expenses | 3,300.54 | 93.15% | 11,384.33 | 93.41% | 9,801.23 | 94.61% | 8,755.01 | 96.36% |
| Restated Profit before exceptional items and tax | 242.80 | 6.85% | 802.92 | 6.59% | 558.40 | 5.39% | 330.93 | 3.64% |
| Exceptional items | - | - | - | - | 150.29 | 1.45% | - | - |
| Restated Profit before tax | 242.80 | 6.85% | 802.92 | 6.59% | 408.11 | 3.94% | 330.93 | 3.64% |
| Tax expense | ||||||||
| Current tax | 109.56 | 3.09% | 315.05 | 2.59% | 312.03 | 3.01% | 211.35 | 2.33% |
| Deferred tax | (17.63) | (0.50)% | (115.84) | (0.95)% | (155.44) | (1.50)% | (95.73) | (1.05)% |
| Tax related to earlier years | - | - | (87.11) | (0.71)% | - | - | 288.85 | 3.18% |
| Total tax expense | 91.93 | 2.59% | 112.10 | 0.92% | 156.59 | 1.51% | 404.47 | 4.45% |
| Restated Profit/ (Loss) after tax | 150.87 | 4.26% | 690.82 | 5.67% | 251.52 | 2.43% | (73.54) | (0.81)% |
| Restated other comprehensive income | ||||||||
| Items that will not be reclassified subsequently to restated consolidated statement of profit and loss | ||||||||
| Re-measurement Gain/(Loss) on defined benefit obligation | (21.69) | (0.61)% | 54.91 | 0.45% | (67.43) | (0.65)% | (22.22) | (0.24)% |
| Income tax on above | 5.09 | 0.14% | (13.76) | (0.11)% | 16.17 | 0.16% | 5.54 | 0.06% |
| Items that will be reclassified subsequently to restated consolidated statement of profit and loss |
| Three months period ended June 30, 2026 | 2026 | 2025 | Fiscal 2024 | |||||
| ( million) | % of total income | ( million) | % of total ( income | million) | % of total ( income | million) | % of total income | |
| Exchange Gain on translation of financial statements of foreign operations | (18.10) | (0.51)% | 623.76 | 5.12% | 40.98 | 0.40% | 7.18 | 0.08% |
| Restated Total Other comprehensive Income | (34.70) | (0.98)% | 664.91 | 5.46% | (10.28) | (0.10)% | (9.50) | (0.10)% |
| Restated Total Comprehensive | 116.17 | 3.28% | 1,355.73 | 11.12% | 241.24 | 2.33% | (83.04) | (0.91)% |
| Income/(Loss) for the period/year |
Three months period ended June 30, 2026
Total Income. Our total income was 3,543.34 million for the three months period ended June 30, 2026.
Revenue from operations. Our total revenue from operations was 3,516.69 million for the three months period ended June 30, 2026.
The following table sets forth the contribution of each of our business verticals to our revenue from operations for the period indicated.
| Particulars | For the three months period ended June 30, 2026 | |
| ( million) | % of total revenue from operations | |
| Revenue from sale of VI devices | 2,123.98 | 60.40% |
| Revenue from sale of SH devices | 564.30 | 16.05% |
| Revenue from sale of others | 828.41 | 23.55% |
| Total revenue from operations | 3,516.69 | 100.00% |
The following table sets forth the revenue breakdown by geography for the period indicated.
| Particulars | For the three months period ended June 30, 2026 | |
| ( million) | % of total revenue from operations | |
| India | 838.46 | 23.84% |
| Europe | 1,325.35 | 37.69% |
| Rest of world (RoW) | 1,352.88 | 38.47% |
| Total revenue from operations | 3,516.69 | 100.00% |
Other income. Other income was 26.65 million for the three months period ended June 30, 2026, which primarily comprises interest income from bank deposits of 6.86 million for the three months period ended June 30, 2026.
Expenses. Total expenses were 3,300.54 million for the three months period ended June 30, 2026, which comprises:
Materials and related costs. Materials and related costs consisting of cost of materials consumed, which was 630.81 million for the three months period ended June 30, 2026, purchase of stock-in-trade, which amounted to 325.36 million for the three months period ended June 30, 2026 and changes in inventories of finished goods, stock-in-trade and work-in-progress, which amounted to (45.26) million for the three months period ended June 30, 2026.
Employee benefits expenses. Our employee benefits expenses were 973.91 million for the three months period ended June 30, 2026, which comprises salaries, wages and bonus, which was 828.09 million for the three months period ended June 30, 2026, share based payment expenses, which were 27.62 million for the three months period ended June 30, 2026, and contribution to provident and other funds, which was 57.19 million for the three months period ended June 30, 2026.
Finance costs. Our finance costs were 65.47 million for the three months period ended June 30, 2026, which comprises interest on borrowings, which was 56.72 million for the three months period ended June 30, 2026.
Depreciation and amortization expense. Depreciation and amortization expenses were 204.14 million for the three months period ended June 30, 2026, which comprises depreciation on right-of-use assets which was 37.67 million for the three months period ended June 30, 2026, depreciation on property, plant and equipment which was 118.52 million for the three months period ended June 30, 2026 and amortisation of intangible assets which was 47.95 million for the three months period ended June 30, 2026.
Other expenses.
Our other expenses were 1,146.11 million for the three months period ended June 30, 2026, which primarily comprises the following:
Professional fees of 276.15 million for the three months period ended June 30, 2026.
Travelling expenses of 127.25 million for the three months period ended June 30, 2026.
Conference expenses of 165.44 million for the three months period ended June 30, 2026.
Commission and brokerage fees of 73.34 million for the three months period ended June 30, 2026.
Sales and marketing expenses of 81.55 million for the three months period ended June 30, 2026.
Restated Profit before tax. For the reasons discussed above, our restated profit before tax for the three months period ended June 30, 2026, was 242.80 million.
Total tax expenses. Our total tax expense was 91.93 million for the three months period ended June 30, 2026.
Restated Profit/(Loss) after tax. For the various reasons discussed above, our restated profit for the three months period ended June 30, 2026, was 150.87 million.
Fiscal 2026 compared to Fiscal 2025
Total Income. Our total income increased by 17.64% to 12,187.25 million in Fiscal 2026 from 10,359.63 million in Fiscal 2025, primarily due to an increase in our revenue from operations, for the reasons set out below.
Revenue from operations. Our total revenue from operations increased by 18.11% to 12,105.04 million in Fiscal 2026 from
10,248.79 million in Fiscal 2025 primarily due to higher sales volumes across product verticals and geographies, as set out below.
The following table sets forth the contribution of each of our business verticals to our revenue from operations for the years/period indicated.
| Particulars | Fiscal 2026 | Fiscal 2025 | ||
| ( million) | % of total revenue from operations | ( million) | % of total revenue from operations | |
| Revenue from sale of VI devices | 7,400.89 | 61.14% | 6,749.70 | 65.86% |
| Revenue from sale of SH devices | 2,030.62 | 16.77% | 1,573.17 | 15.35% |
| Revenue from sale of others | 2,673.54 | 22.09% | 1,925.92 | 18.79% |
| Total revenue from operations | 12,105.04 | 100.00% | 10,248.79 | 100.00% |
Revenues from sale of VI devices increased by 9.65%, revenues from sale of SH devices increased by 29.08% in Fiscal 2026 compared with Fiscal 2025.
The following table sets forth the revenue breakdown by geography for the years/period indicated.
| Particulars | Fiscal | |||
| 2026 | 2025 | |||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| India | 3,163.03 | 26.13% | 3,206.51 | 31.28% |
| Europe | 4,680.04 | 38.66% | 3,377.55 | 32.96% |
| Rest of world (RoW) | 4,261.97 | 35.21% | 3,664.73 | 35.76% |
| Total revenue from operations | 12,105.04 | 100.00% | 10,248.79 | 100.00% |
Revenues from Europe increased by 38.56%, revenues from rest of the world (RoW) increased by 16.30% and revenues from India decreased marginally by 1.36% in Fiscal 2026 compared with Fiscal 2025.
Other income. Other income decreased by 25.83% to 82.21 million in Fiscal 2026 from 110.84 million in Fiscal 2025 primarily due to the absence of interest income from customer ( 41.73 million was recognized in Fiscal 2025 in relation to interest charged to one of our distributors for delayed payments, compared to nil in Fiscal 2026). This was partially offset by an increase in interest income from bank deposits, which increased by 13.98% to 31.75 million from 27.86 million due to higher average bank balances.
Expenses. Total expenses increased by 16.15% to 11,384.33 million in Fiscal 2026 from 9,801.23 million in Fiscal 2025 primarily due to higher materials and related costs, employee benefit expenses and other expenses, as set out below.
Materials and related costs. Materials and related costs consisting of cost of materials consumed, purchase of stock-in-trade and changes in inventories of finished goods, stock-in-trade and work-in-progress increased by 17.40% to 2,939.79 million in Fiscal 2026 from 2,504.01 million in Fiscal 2025 which is line with the revenue from operations growth of 18.11% from Fiscal 2025 to Fiscal 2026.
Employee benefits expenses. Our employee benefits expenses increased by 20.34% to 3,517.91 million in Fiscal 2026 from
2,923.35 million in Fiscal 2025 primarily on account of increase in salaries, wages and bonus, which increased by 19.73% to
3,026.46 million in Fiscal 2026 from 2,527.68 million in Fiscal 2025, as a result of a combination of factors such as annual increments and new hiring, with our full-time employee headcount increasing to 1,517 employees as of March 31, 2026 from 1,458 employees as of March 31, 2025.
Finance costs. Our finance costs increased by 17.83% to 244.28 million in Fiscal 2026 from 207.31 million in Fiscal 2025. This was primarily due to an increase in interest on borrowings, which increased by 15.43% to 203.93 million in Fiscal 2026 from 176.67 million in Fiscal 2025 on account of higher utilization of credit facilities.
Depreciation and amortization expense. Depreciation and amortization increased by 18.58% to 741.56 million in Fiscal 2026 from 625.34 million in Fiscal 2025 primarily due to an increase in depreciation on property, plant and equipment to 423.40 million in Fiscal 2026 from 378.27 million in Fiscal 2025 on account of capacity expansion and additions to fixed assets, an increase in depreciation on right-of-use assets to 141.56 million in Fiscal 2026 from 90.20 million in Fiscal 2025 on account of new lease arrangements entered into during Fiscal 2026, and an increase in amortisation of intangible assets to 176.60 million in Fiscal 2026 from 156.87 million in Fiscal 2025 on account of additions in intangible assets during Fiscal 2026.
Other expenses.
Our other expenses increased by 11.28% to 3,940.79 million in Fiscal 2026 from 3,541.22 million in Fiscal 2025 primarily due to increases in the following expenses:
Sales and marketing expenses, which increased by 12.19% to 281.00 million in Fiscal 2026 from 250.46 million in Fiscal 2025, primarily on account of increase in sales.
Commission and brokerage fees which increased by 11.12% to 261.12 million in Fiscal 2026 from 234.98 million in Fiscal 2025, primarily on account of higher sales in distributor-led markets.
Travelling expenses, which increased by 18.41% to 504.86 million in Fiscal 2026 from 426.36 million in Fiscal
2025, primarily on account of increased business development activities and expansion into new markets.
Restated Profit before tax. For the reasons discussed above, our restated profit before tax increased by 96.74% to 802.92 million in Fiscal 2026 compared to 408.11 million in Fiscal 2025.
Total tax expenses. Our total tax expense decreased by 28.41% to 112.10 million in Fiscal 2026 from 156.59 million in Fiscal 2025, primarily due to a tax credit related to earlier years of 87.11 million in Fiscal 2026 (on account of reversal of provisions following reduction in demand for certain assessment years) compared with nil in Fiscal 2025.
Restated Profit/(Loss) after tax. For the various reasons discussed above, our restated profit after tax increased by 174.66% to 690.82 million in Fiscal 2026 from 251.52 million in Fiscal 2025.
Fiscal 2025 compared to Fiscal 2024
Total Income. Our total income increased by 14.02% to 10,359.63 million in Fiscal 2025 from 9,085.94 million in Fiscal 2024, primarily due to an increase in our revenue from operations, for the reasons set out below.
Revenue from operations. Our total revenue from operations increased by 13.67% to 10,248.79 million in Fiscal 2025 from
9,016.04 million in Fiscal 2024 primarily due to an increase in the sale of our devices driven by higher sales in Europe and the rest of the world (RoW), primarily led by our structural heart vertical, as set out below.
The following table sets forth the contribution of each of our business verticals to our revenue from operations for the years/period indicated.
| Particulars | Fiscal 2025 | Fiscal 2024 | ||
| ( million) | % of total revenue from operations | ( million) | % of total revenue from operations | |
| Revenue from sale of VI devices | 6,749.70 | 65.86% | 6,182.66 | 68.57% |
| Revenue from sale of SH devices | 1,573.17 | 15.35% | 1,105.43 | 12.26% |
| Revenue from sale of others | 1,925.92 | 18.79% | 1,727.95 | 19.17% |
| Total revenue from operations | 10,248.79 | 100.00% | 9,016.04 | 100.00% |
Revenues from sale of VI devices increased by 9.17%, revenues from sale of SH devices increased by 42.31% in Fiscal 2025 compared with Fiscal 2024.
The following table sets forth the revenue breakdown by geography for the years/period indicated.
| Particulars | Fiscal | |||
| 2025 | 2024 | |||
| Revenue ( million) | % of revenue from operations | Revenue ( million) | % of revenue from operations | |
| India | 3,206.51 | 31.28% | 3,137.60 | 34.80% |
| Europe | 3,377.55 | 32.96% | 2,661.21 | 29.52% |
| Rest of world (RoW) | 3,664.73 | 35.76% | 3,217.23 | 35.68% |
| Total revenue from operations | 10,248.79 | 100.00% | 9,016.04 | 100.00% |
Revenues from Europe increased by 26.92%, revenues from rest of the world (RoW) increased by 13.91% and revenues from India increased marginally by 2.20% in Fiscal 2025 compared with Fiscal 2024.
Other income. Other income increased by 58.58% to 110.84 million in Fiscal 2025 from 69.90 million in Fiscal 2024 primarily due to interest income from customer of 41.73 million in Fiscal 2025, compared to capitalize (Nil) in Fiscal 2024, in relation to interest charged to one of our distributors for delayed payments. Additionally, interest income from bank deposits increased by 89.47% to 27.86 million from 14.70 million due to higher average bank balances and improved yields on deposits.
Expenses. Total expenses increased by 11.95% to 9,801.23 million in Fiscal 2025 from 8,755.01 million in Fiscal 2024 primarily due to higher employee benefits expenses and an increase in other expenses, as set out below.
Materials and related costs. Materials and related costs consisting of cost of materials consumed, purchase of stock-in-trade and changes in inventories of finished goods, stock-in-trade and work-in-progress which increased by 8.03% to 2,504.01 million in Fiscal 2025 from 2,317.88 million in Fiscal 2024 primarily due to an increase of 77.84% in the purchase of stock in trade to 514.56 million in Fiscal 2025 from 289.34 million in Fiscal 2024. Our cost of materials consumed decreased by
10.04% to 2,184.39 million from 2,428.31 million in Fiscal 2024. Our changes in inventories of finished goods, work-in-progress and stock-in-trade was (194.94) million in Fiscal 2025 compared with (399.77) million in Fiscal 2024. These increases were primarily on account of a change in product and geography mix.
Employee benefits expenses. Our employee benefits expenses increased by 15.12% to 2,923.35 million in Fiscal 2025 from 2,539.41 million in Fiscal 2024 primarily on account of increase in salaries, wages and bonus, which increased by 16.03% to
2,527.68 million in Fiscal 2025 from 2,178.49 million in Fiscal 2024, including with respect to compensation paid to Ganesh Sabat (erstwhile chief executive officer of our Company) which increased by 92.70% to 98.76 million (which excludes severance pay, which has been included as an exceptional item as set out below, of 40.00 million and perquisite of 54.60 million on account of exercise of ESOPs) in Fiscal 2025 from 51.25 million in Fiscal 2024, due to (i) increase in the annual salary (including incentives) by 42.26% to 70.99 million in Fiscal 2025 from 49.90 million in Fiscal 2024; and (ii) payment of the gratuity amounting to 19.45 million to Ganesh Sabat. This increase resulted from a combination of factors such as annual increments and new hiring, with our full-time employee headcount increasing to 1,458 employees as of March 31, 2025 from 1,338 employees as of March 31, 2024.
Finance costs. Our finance costs increased by 6.64% to 207.31 million in Fiscal 2025 from 194.41 million in Fiscal 2024. This was primarily due to an increase in interest on borrowings, which increased by 4.45% to 176.67 million in Fiscal 2025 from 169.14 million in Fiscal 2024 on account of higher utilization of credit facilities.
Depreciation and amortization expense. Depreciation and amortization decreased by 3.05% to 625.34 million in Fiscal 2025 from 645.03 million in Fiscal 2024 primarily due to a decrease in depreciation on right-of-use assets to 90.20 million in Fiscal 2025 from 110.16 million in Fiscal 2024 on account of termination of one of the ROU assets during Fiscal 2025 and a decrease in amortisation of intangible assets to 156.87 million in Fiscal 2025 from 163.63 million in Fiscal 2024 due to disposal of certain intangible assets towards the end of Fiscal 2024 and in Fiscal 2025.
Other expenses.
Our other expenses increased by 15.79% to 3,541.22 million in Fiscal 2025 from 3,058.28 million in Fiscal 2024 primarily due to increases in the following expenses:
Professional fees, which increased by 36.18% to 763.93 million in Fiscal 2025 from 560.98 million in Fiscal 2024, primarily on account of higher spending on consulting projects and professional fees to consultants engaged in sales efforts outside India and recruitment costs for hiring.
Sales and marketing expenses, which increased by 58.13% to 250.46 million in Fiscal 2025 from 158.39 million in
Fiscal 2024, primarily on account of increase in promotional activities, entry into new markets, and increased participation in international conferences and events.
Commission and brokerage fees, which increased by 34.81% to 234.98 million in Fiscal 2025 from 174.30 million in Fiscal 2024, primarily on account of higher sales in distributor-led markets.
Travelling expenses, which increased by 19.71% to 426.36 million in Fiscal 2025 from 356.17 million in Fiscal
2024, primarily on account of increased business development activities, expansion into new markets, higher frequency of international travel for sales and regulatory purposes as well as the impact of inflation on travel-related costs.
Exceptional Item. We had an exceptional item amounting to 150.29 million in Fiscal 2025 relating to professional fees paid for technical and commercial diligence of 110.29 million and severance pay of 40.00 million.
Restated Profit before tax. For the reasons discussed above, our restated profit before tax was 408.11 million in Fiscal 2025 compared to 330.93 million in Fiscal 2024.
Total tax expenses. Our total tax expense decreased by 61.28% to 156.59 million in Fiscal 2025 from 404.47 million in Fiscal 2024, primarily due to nil tax related to earlier year in Fiscal 2025 compared with 288.85 million in Fiscal 2024.
Restated Profit/(Loss) after tax. For the various reasons discussed above, our restated profit for the year was 251.52 million in Fiscal 2025 compared to a loss after tax of 73.54 million in Fiscal 2024.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our capital expenditure and working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of June 30, 2026, we had 787.01 million in cash and cash equivalents and 13.68 million in other bank balances other than cash and cash equivalents. We believe that, after taking into account the expected cash to be generated from operations and our borrowings, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for the next 12 months.
Cash Flows
The following table sets forth our cash flows for the period/years indicated:
| Particulars | Three months period ended June 30, 2026 | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 |
| ( million) | ||||
| Net cash generated from operating activities | (222.08) | 1,051.89 | 735.23 | 411.01 |
| Net cash generated from/ (used in) investing activities | (157.44) | (1,300.30) | (489.37) | (424.69) |
| Net cash generated from/ (used in) financing activities | 422.73 | (120.36) | 57.67 | 131.30 |
| Net increase/(decrease) in cash and cash equivalents | 43.21 | (368.77) | 303.52 | 117.62 |
| Cash and cash equivalents at the end of the period/year | 787.01 | 740.94 | 1,005.20 | 716.67 |
Operating Activities
Net cash generated from operating activities was (222.08) million in the three months period ended June 30, 2026. Our restated profit before tax was 242.80 million in the three months period ended June 30, 2026, which was primarily adjusted for depreciation and amortization expense of 204.14 million, finance costs of 65.47 million, and interest income of 7.35 million, resulting in an operating cash flows before movement in working capital of 410.06 million. Further, in the three months period ended June 30, 2026, adjustments from movements in working capital were made to arrive at the net cash generated from operating activities, which primarily included a increase in inventories (net of provision) of 172.83 million and an increase in trade receivables and other assets of 185.22 million. Cash generated from operating activities amounted to (148.98) million and net cash generated from operating activities also included net income taxes paid of 73.10 million in the three months period ended June 30, 2026.
Net cash generated from operating activities was 1,051.89 million in Fiscal 2026. Our restated profit before tax was 802.92 million in Fiscal 2026, which was primarily adjusted for depreciation and amortization expense of 741.56 million, finance costs of 244.28 million, and interest income of 35.49 million, resulting in an operating cash flows before movement in working capital of 1,681.27 million. Further, in Fiscal 2026, adjustments from movements in working capital were made to arrive at the net cash generated from operating activities, which primarily included an increase in inventories (net of provision) of 187.07 million and a decrease in trade receivables and other assets of 13.97 million. Cash generated from operating activities amounted to 1,345.60 million and net cash generated from operating activities also included net income taxes paid of 293.71 million in Fiscal 2026.
Net cash generated from operating activities was 735.23 million in Fiscal 2025. Our restated profit before tax was 408.11 million in Fiscal 2025, which was primarily adjusted for depreciation and amortization expense of 625.34 million, finance costs of 207.31 million, and interest income of 32.14 million, resulting in an operating cash flows before movement in working capital of 1,390.34 million. Further, in Fiscal 2025, adjustments from movements in working capital were made to arrive at the net cash generated from operating activities, which primarily included an increase in inventories (net of provision) of 142.89 million and an increase in trade receivables and other assets of 567.10 million. Cash generated from operating activities amounted to 1,093.34 million and net cash generated from operating activities also included net income taxes paid of 358.11 million in Fiscal 2025.
Net cash generated from operating activities was 411.01 million in Fiscal 2024. Our restated profit before tax was 330.93 million in Fiscal 2024, which was primarily adjusted for depreciation and amortization expense of 645.03 million, finance costs of 194.41 million, and interest income of 17.88 million, resulting in an operating cash flows before movement in working capital of 1,327.21 million. Further, in Fiscal 2024, adjustments from movements in working capital were made to arrive at the net cash generated from operating activities, which primarily included an increase in inventories (net of provision) of 480.27 million and an increase in trade receivables and other assets of 179.39 million. Cash generated from operating activities amounted to 600.97 million and net cash generated from operating activities also included net income taxes paid of 189.96 million in Fiscal 2024.
Investing Activities
Net cash used in investing activities was 157.44 million in the three months period ended June 30, 2026, primarily on account of payment for purchase of property, plant and equipment, capital work-in-progress, other intangibles, and intangible assets under development of 210.00 million and Purchase of equity instruments designated at FVTOCI of 37.84 million, which was marginally offset by proceeds from sale of property, plant and equipment and capital work-in-progress of 0.11 million and interest received of 6.85 million.
Net cash used in investing activities was 1,300.30 million in Fiscal 2026, primarily on account of payment for purchase of property, plant and equipment, capital work-in-progress, intangibles, and intangible assets under development of 979.82 million and investment in current debt securities of 285.32 million, which was marginally offset by recovery from loans given to third parties (net) of 1.45 million and interest received of 32.65 million.
Net cash used in investing activities was 489.37 million in Fiscal 2025, primarily on account of payment for purchase of property, plant and equipment, capital work-in-progress, intangibles, and intangible assets under development of 489.97 million and loans given to third parties/employees (net) of 28.01 million, which was marginally offset by interest received of 26.84 million and redemption in debt securities of 13.77 million.
Net cash used in investing activities was 424.69 million in Fiscal 2024, primarily on account of payment for purchase of property, plant and equipment, capital work-in-progress, intangibles, and intangible assets under development of 422.75 million and investments in debt securities (net) of 45.10 million, which was marginally offset by proceeds from sale of property, plant and equipment and capital work-in-progress of 29.68 million.
Financing Activities
Net cash generated in financing activities was 422.73 million in the three months period ended June 30, 2026, on account of proceeds from short-term borrowings (net) of 372.33 million and proceeds from long-term borrowings of 195.10 million. This was primarily offset by payment made on account of repayment of long-term borrowings of 47.65 million and finance cost paid of 55.23 million.
Net cash used in financing activities was 120.36 million in Fiscal 2026 on account of proceeds from short-term borrowings
(net) of 323.20 million and proceeds from long-term borrowings of 267.22 million. This was primarily offset by payment made on account of acquisition of non-controlling interest in subsidiary of 159.80 million, repayment of long-term borrowings of 200.52 million and finance cost paid of 207.61 million.
Net cash generated from financing activities was 57.67 million in Fiscal 2025 on account of proceeds from short-term borrowings (net) of 486.11 million and proceeds from long-term borrowings of 262.01 million. This was primarily offset by repayment of long-term borrowings of 268.33 million and finance cost paid of 181.40 million.
Net cash generated from financing activities was 131.30 million in Fiscal 2024 on account of proceeds from short-term borrowings (net) of 723.32 million. This was primarily offset by repayment of long-term borrowings of 306.58 million and finance costs paid of 169.46 million.
Capital Expenditures
Our capital expenditures primarily comprised expenditures relating to capacity expansion, routine capital expenditure and acquisitions of software. In the three months period ended June 30, 2026, and in Fiscals 2026, 2025 and 2024, our capital expenditure towards additions to fixed assets (Property, Plant and Equipment, Other Intangible Assets and Capital Work-in-Progress), are as set out below:
| As at June 30, 2026 | As at March 31, 2026 | As at March 31, 2025 | As at March 31, 2024 | |
| ( million) | ||||
| Property, plant and equipment | 98.53 | 1,067.33 | 416.31 | 288.18 |
| Other Intangible Assets | 0.20 | 19.01 | 10.05 | 4.16 |
| Capital Work-in-Progress (net of assets capitalised) | 88.23 | 75.20 | 56.57 | 134.44 |
| Intangible assets under development | 16.94 | 14.92 | 6.54 | - |
| Total | 203.90 | 1,176.46 | 489.47 | 426.78 |
For more information, see "Financial Information Restated Consolidated Financial Information" on page 336.
Indebtedness
As of June 30, 2026, we had total borrowings (consisting of borrowings under total non-current liabilities and borrowings under current liabilities) of 3,206.33 million. For further information on our indebtedness, see "Financial Indebtedness" on page
417.
The following table sets forth certain information relating to our outstanding indebtedness as of June 30, 2026:
| As at June 30, 2026 | |
| ( million) | |
| Non-Current Borrowings | 662.48 |
| Current Borrowings | 2,543.85 |
| Total borrowings | 3,206.33 |
Contractual Obligations, Contingent Liabilities and Commitments
Contractual Obligations
We have continuing payment obligations under trade payable, payable related to capital goods, other financial liability, borrowings and lease liabilities. The following table sets forth our contractual obligations as of June 30, 2026:
| 0-12 months | Beyond 12 months | Total | |
| ( million) | |||
| Trade Payable | 1,025.74 | - | 1,025.74 |
| Payable related to Capital goods | 16.88 | - | 16.88 |
| Other Financial Liability (current and non-current) (excluding payables related to capital goods) | 534.73 | 128.11 | 662.84 |
| Short-Term Borrowings | 2,409.90 | - | 2,409.90 |
| Long-Term Borrowings | 133.95 | 662.48 | 796.43 |
| Lease Liabilities | 137.89 | 222.10 | 359.99 |
| Total | 4,259.09 | 1,012.69 | 5,271.78 |
Contingent Liabilities
As of June 30, 2026, our contingent liabilities that have not been accounted for in the Restated Consolidated Financial Information, were as follows:
| Particulars | As at June 30, 2026 |
| ( million) | |
| Income tax matters (refer footnote (i) and (ii)) | 47.51 |
| Goods and service tax matters | 42.61 |
| Custom matters | 17.49 |
| Total | 107.61 |
Notes:
(i) (i) During FY 2022-23, the Income Tax Department ("the Department") conducted a Search activity ("the Search") under Section 132 of the Income Tax
Act on the Company and its Indian Subsidiary Company in June 2022 and visited the head office, corporate office, factories, premises of the Company and its Indian Subsidiary Company and the residences of various key managerial personnel of the Company and its Indian Subsidiary Company.
In prior years, the Company had made provision (net of reversal) of Rs. 204.50 million under the head "Tax related to earlier years.
It is not practicable to estimate the timing of cash outflows, if any, in respect of the above matter, pending resolution of the appellate proceedings. It is not practicable to estimate the timing of cash outflows, if any, in respect of the above matter, pending resolution of the appellate proceedings. (ii) During FY 2024-25, an Indian Subsidiary Company received an assessment order u/s 143(3) for the FY 2022-23 from the Income Tax Department with demand of 70.03 million due to additions made on account of depreciation, technical expenses paid and premium on issue of shares issued to Parent Company. The Company has filed an appeal with Commissioner (Appeals) against the order and a rectification application is filed by the Subsidiary
Company after which the demand shall be reduced to 24.85 million.
It is not practicable to estimate the timing of cash outflows, if any, in respect of the above matters, pending resolution of the appellate proceedings.
For more information, see "Financial Information Restated Consolidated Financial Information Note 30: Contingent Liabilities and Commitments" on page 373.
Commitments
The following table sets forth our commitments as of June 30, 2026:
| As of June 30, 2026 | |
| ( million) | |
| Capital Commitments | 305.09 |
| Less: Capital Advance | (115.79) |
| Total commitments | 189.30 |
Note: Capital Commitments include the estimated amount of expenditure remaining to be undertaken typically for purchase of plant and machinery such as balloon forming machine, metal 3D printing machine, solar plant and expenditure towards civil works.
Non-GAAP Measures
EBIT, Earnings available for debt service, Capital Employed, Net Debt, Net worth attributable to owners of the Company, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, PAT Margin, Net Debt to EBITDA, Net Debt to Total Equity, Return on Equity attributable to Owners of the Company, Return on Capital Employed, Return on Net Worth attributable to Owners of the Company, Net Asset Value per Equity Share, Gross Tangible Fixed Asset Turnover Ratio, Debt Service Coverage Ratio, Interest Coverage Ratio, Net Working Capital Days and other non-GAAP measures, (together, "Non-GAAP Measures"), presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, such Non-GAAP Measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance. Also see "Definitions and Abbreviations" on page 1 for an explanation of these Non-GAAP Measures.
Reconciliation for the Non-GAAP Measures included in this Red Herring Prospectus are set out below for the years/ period indicated:
Reconciliation for EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin
| Particulars | Three months period ended June 30, 2026 | 2026 ( million) | Fiscal 2025 | 2024 |
| Revenue from operations(A) | 3,516.69 | 12,105.04 | 10,248.79 | 9,016.04 |
| Restated Profit/ (Loss) after tax (B) | 150.87 | 690.82 | 251.52 | (73.54) |
| Total tax expense (C) | 91.93 | 112.10 | 156.59 | 404.47 |
| Finance cost (D) | 65.47 | 244.28 | 207.31 | 194.41 |
| Depreciation and amortization expense (E) | 204.14 | 741.56 | 625.34 | 645.03 |
| Other Income (F) | 26.65 | 82.21 | 110.84 | 69.90 |
| Exceptional Item (G) | - | - | 150.29 | - |
| EBITDA (H=B+C+D+E-F+G) | 485.76 | 1,706.55 | 1,280.21 | 1,100.47 |
| EBITDA Margin (in %) (I=H/A) | 13.81% | 14.10% | 12.49% | 12.21% |
| Share based payment expenses (J) | 27.62 | 69.68 | 36.97 | 15.25 |
| Adjusted EBITDA (K=H+J) | 513.38 | 1,776.23 | 1,317.18 | 1,115.72 |
| Adjusted EBITDA Margin (in %) (L=K/A) | 14.60% | 14.67% | 12.85% | 12.37% |
Reconciliation for PAT Margin
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million) | ||||
| Revenue from operations (A) | 3,516.69 | 12,105.04 | 10,248.79 | 9,016.04 |
| Restated Profit/ (Loss) after tax(B) | 150.87 | 690.82 | 251.52 | (73.54) |
| PAT Margin (in %) (C=B/A) | 4.29% | 5.71% | 2.45% | (0.82%) |
Reconciliation for Net Debt to EBITDA
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Current Borrowings (A) | 2,543.85 | 2,200.44 | 1,891.27 | 1,451.70 |
| Non-Current Borrowings (B) | 662.48 | 494.82 | 358.30 | 300.99 |
| Cash and Cash Equivalent (C) | 787.01 | 740.94 | 1,005.20 | 716.67 |
| DSRA deposit (D) | 43.40 | 43.40 | 85.50 | 85.50 |
| Net Debt (E=A+B-C-D) | 2,375.92 | 1,910.92 | 1,158.87 | 950.52 |
| Restated Profit/ (Loss) after tax (F) | 150.87 | 690.82 | 251.52 | (73.54) |
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Total tax expense (G) | 91.93 | 112.10 | 156.59 | 404.47 |
| Finance cost (H) | 65.47 | 244.28 | 207.31 | 194.41 |
| Depreciation and amortization expense (I) | 204.14 | 741.56 | 625.34 | 645.03 |
| Other Income (J) | 26.65 | 82.21 | 110.84 | 69.90 |
| Exceptional Item (K) | - | - | 150.29 | - |
| EBITDA (L=F+G+H+I-J+K) | 485.76 | 1,706.55 | 1,280.21 | 1,100.47 |
| Net Debt to EBITDA (M=E/L) | 4.89 * | 1.12 | 0.91 | 0.86 |
* Not annualised.
Reconciliation for Net Debt to Total Equity
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Current Borrowings (A) | 2,543.85 | 2,200.44 | 1,891.27 | 1,451.70 |
| Non-Current Borrowings (B) | 662.48 | 494.82 | 358.30 | 300.99 |
| Cash and Cash Equivalent (C) | 787.01 | 740.94 | 1,005.20 | 716.67 |
| DSRA deposit (D) | 43.40 | 43.40 | 85.50 | 85.50 |
| Net Debt (E=A+B-C-D) | 2,375.92 | 1,910.92 | 1,158.87 | 950.52 |
| Total Equity (F) | 7,166.73 | 7,022.94 | 5,904.68 | 5,663.19 |
| Net Debt to Total Equity (G=E/F) | 0.33 | 0.27 | 0.20 | 0.17 |
Reconciliation for Return on Equity attributable to Owners of the Company
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Restated Profit/ (Loss) attributable to Owners of the Company: (A) | 145.67 | 652.85 | 203.58 | (127.66) |
| Total Equity attributable to owners of the Company at the beginning of the period/ year (B) | 6,954.62 | 5,657.26 | 5,400.85 | 5,533.22 |
| Total Equity attributable to owners of the Company at the end of the period/year (C) | 7,093.73 | 6,954.62 | 5,657.26 | 5,400.85 |
| Average of total equity attributable to owners of the Company (D=(B+C)/2) | 7,024.18 | 6,305.94 | 5,529.06 | 5,467.04 |
| Return on Equity attributable to Owners of the Company (in %)(E=A/D) | 2.07%* | 10.35% | 3.68% | (2.34%) |
* Not annualised.
Reconciliation for Return on Capital Employed
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Restated Profit/ (Loss) after tax(A) | 150.87 | 690.82 | 251.52 | (73.54) |
| Total Tax Expense (B) | 91.93 | 112.10 | 156.59 | 404.47 |
| Exceptional Items (C) | - | - | 150.29 | - |
| Finance Costs (D) | 65.47 | 244.28 | 207.31 | 194.41 |
| EBIT (E) = (A)+(B)+(C)+(D) | 308.27 | 1,047.20 | 765.71 | 525.34 |
| Total equity (F) | 7,166.73 | 7,022.94 | 5,904.68 | 5,663.19 |
| Goodwill (G) | 492.67 | 495.04 | 467.48 | 457.36 |
| Other Intangible Assets (H) | 135.40 | 184.20 | 305.35 | 437.89 |
| Intangible Assets under Development (I) | 16.94 | 14.92 | 6.54 | - |
| Right of Use Assets (J) | 330.86 | 364.45 | 297.24 | 276.16 |
| Total Deferred Tax Liability (K) | 22.92 | 23.06 | 17.15 | 27.39 |
| Total borrowings (L) | 3,206.33 | 2,695.26 | 2,249.57 | 1,752.69 |
| Total lease liabilities (M) | 330.62 | 364.84 | 287.24 | 252.79 |
| Capital Employed (N)=(F)-(G)-(H)-(I)- (J)+(K)+(L)+(M) | 9,750.73 | 9,047.49 | 7,382.03 | 6,524.65 |
| Return on Capital Employed (in %) (O=E/N) | 3.16%* | 11.57% | 10.37% | 8.05% |
* Not annualised.
Reconciliation for Return on Net Worth attributable to Owners of the Company
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Restated Profit/ (Loss) attributable to Owners of the Company (A) | 145.67 | 652.85 | 203.58 | (127.66) |
| Equity share capital (B) | 98.13 | 98.13 | 97.60 | 97.45 |
| Other equity (C) | 6,995.60 | 6,856.49 | 5,559.66 | 5,303.40 |
| Equity attributable to owners of the Company | 7,093.73 | 6,954.62 | 5,657.26 | 5,400.85 |
| (D=B+C) | ||||
| Capital Reserve on Business Combination (E) | 132.47 | 132.47 | 132.47 | 132.47 |
| Foreign Currency Translation Reserve (F) | 644.06 | 661.64 | 72.47 | 5.35 |
| Net worth attributable to owners of the Company (G=D-E-F) | 6,317.20 | 6,160.51 | 5,452.32 | 5,263.03 |
| Return on Net Worth attributable to owners of the Company (in %) (H=A/G) | 2.31%* | 10.60% | 3.73% | (2.43%) |
* Not annualised.
Reconciliation for Net Asset Value per Equity Share
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Net worth attributable to owners of the Company (A) | 6,317.20 | 6,160.51 | 5,452.32 | 5,263.03 |
| Closing number of equity shares (in numbers) (B) | 9,81,62,654 | 98,162,654 | 97,600,232 | 97,450,232 |
| Net Asset Value per Equity Share of face value of 1 each attributable to owners of the Company (C=A/B) | 64.35 | 62.76 | 55.86 | 54.01 |
Reconciliation for Gross Tangible Fixed Asset Turnover Ratio
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Revenue from operations (A) | 3,516.69 | 12,105.04 | 10,248.79 | 9,016.04 |
| Total Property, Plant and Equipment (Cost) at the beginning of the period/year (B) | 4,017.54 | 3,090.40 | 2,787.91 | 2,563.57 |
| Total Property, Plant and Equipment (Cost) at the end of the period/year (C) | 4,106.37 | 4,017.54 | 3,090.40 | 2,787.91 |
| Average of Property, Plant and Equipment (Cost) (D=(B+C)/2) | 4,061.96 | 3,553.97 | 2,939.16 | 2,675.74 |
| Gross Tangible Fixed Asset Turnover Ratio (E=A/D) | 0.87* | 3.41 | 3.49 | 3.37 |
* Not annualised.
Reconciliation for Debt Service Coverage Ratio
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Restated Profit/ (Loss) after tax (A) | 150.87 | 690.82 | 251.52 | (73.54) |
| Deferred tax (credit) (B) | (17.63) | (115.84) | (155.44) | (95.73) |
| Finance cost (C) | 65.47 | 244.28 | 207.31 | 194.41 |
| Depreciation and amortisation expense (D) | 204.14 | 741.56 | 625.34 | 645.03 |
| Share based payment expenses (E) | 27.62 | 69.68 | 36.97 | 15.25 |
| Unrealised exchange loss/(gain) (F) | (107.14) | 14.80 | 36.18 | 19.01 |
| (Profit)/Loss on sale of property, plant and equipment (net) (G) | (2.13) | 4.24 | 11.07 | (1.65) |
| Gain on termination of Lease (H) | 0.29 | 7.38 | 6.23 | 4.58 |
| Bad debts (I) | 15.43 | 185.58 | 29.52 | 5.65 |
| Impairment of Financial Assets (net) (J) | (13.06) | (151.46 ) | (4.91) | 160.89 |
| Provision no longer required written back (K) | - | 1.88 | 1.65 | 14.20 |
| Earning available for debt service (L=A+B+C+D+E+F+G-H+I+J-K) | 323.28 | 1,674.40 | 1,029.68 | 850.54 |
| Current Borrowings (M) | 2,543.85 | 2,200.44 | 1,891.27 | 1,451.70 |
| Current Lease Liabilities (N) | 125.96 | 139.87 | 84.37 | 80.50 |
| Finance cost (O) | 65.47 | 244.28 | 207.31 | 194.41 |
| Total interest and principal repayments (P=M+N+O) | 2,735.28 | 2,584.59 | 2,182.95 | 1,726.61 |
| Debt Service Coverage Ratio (Q=L/P) | 0.12 | 0.65 | 0.47 | 0.49 |
Reconciliation for Interest Coverage Ratio
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Restated Profit/ (Loss) after tax(A) | 150.87 | 690.82 | 251.52 | (73.54) |
| Total Tax Expense (B) | 91.93 | 112.10 | 156.59 | 404.47 |
| Exceptional Items (C) | - | - | 150.29 | - |
| Finance costs (D) | 65.47 | 244.28 | 207.31 | 194.41 |
| EBIT (E=A+B+C+D) | 308.27 | 1,047.20 | 765.71 | 525.34 |
| Interest Coverage Ratio (F= E/D) | 4.71 | 4.29 | 3.69 | 2.70 |
Reconciliation for Working Capital
| Particulars | Three months period ended June 30, 2026 | 2026 | Fiscal 2025 | 2024 |
| ( million, unless otherwise stated) | ||||
| Total Current Assets (A) | 8,423.68 | 8,087.84 | 6,987.08 | 5,964.00 |
| Total Current Liabilities (B) | 4,894.22 | 4,887.89 | 4,358.23 | 3,507.89 |
| Net Working Capital (C=A-B) | 3,529.46 | 3,199.95 | 2,628.85 | 2,456.11 |
| Average Working Capital (D) | 3,364.71 | 2,914.40 | 2,542.48 | 2,639.06 |
| Revenue from operations (E) | 3,516.69 | 12,105.04 | 10,248.79 | 9,016.04 |
| Working Capital Turnover Ratio (F=E/D) | 1.05 | 4.15 | 4.03 | 3.42 |
| Average Trade Receivable (G) | 2,964.06 | 2,748.66 | 2,393.22 | 2,184.47 |
| Trade receivable days^ | 76* | 83 | 85 | 88 |
| Average Inventory (I) | 3,172.00 | 2,879.71 | 2,595.58 | 2,277.00 |
| Inventory days# | 81* | 87 | 92 | 92 |
| Average Trade Payable (K) | 1,065.46 | 1,072.52 | 930.65 | 894.31 |
| Trade payable days@ | 27* | 32 | 33 | 36 |
| Net Working Capital Days - Overall (M=H+J-L) | 130 | 138 | 144 | 144 |
* Annualised.
^ Trade receivable days is calculated as 365 (for Fiscals) or 90 (for the three months period ended June 30, 2026) divided by the Debtor Turnover Ratio. Debtor Turnover Ratio is calculated as revenue from operations divided by average trade receivables.
# Inventory days is calculated as 365 (for Fiscals) or 90 (for the three months period ended June 30, 2026), divided by the inventory turnover ratio (which is calculated as revenue from operations divided by average inventory)
@ Trade payable days is calculated as 365 (for Fiscals) or 90 (for the three months period ended June 30, 2026) divided by the trade payables ratio (which is calculated as revenue from operations divided by average trade payables).
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include inter-corporate loans to Subsidiaries, purchases of goods, sales of goods, reimbursement of expenses, purchases of capital goods, remuneration to Directors and Key Managerial Personnel and transactions with group companies. For further information relating to our related party transactions, see "Financial Information Restated Consolidated Financial Information Note 33: Related Party Disclosures" on page 374.
Changes in Accounting Policies in the last three Fiscals
There have been no changes in the accounting policies of our Company during the last three financial years.
Auditors Observation
There have been no reservations/qualifications/adverse remarks/emphasis of matter highlighted by our statutory auditors in their examination report to the Restated Consolidated Financial Information and audited financial statements as of and for the three months period ended June 30, 2026, and the years ended March 31, 2026, 2025 and 2024.
Quantitative and Qualitative Disclosures about Market Risk
Our financial risk management is an integral part of how to plan and execute our business strategy. Our business activities expose us to a variety of financial risks, namely, liquidity risk, market risks and credit risk. The key risks and mitigating actions are also placed before our Board of Directors. Our risk management policies are established to identify and analyze the risks faced by us, to set appropriate controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from an adverse change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, receivables, payables and loans.
Foreign Currency Risk
Changes in foreign currency exchange rates influence our results of operations. Our reporting currency is the INR and we are exposed to foreign exchange risk arising from various currency exposures on account of sale and procurement of goods and services, primarily with respect to USD and Euro. If our operations in countries outside of the India continues to grow, our results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm our business in the future. In addition, because we conduct business in currencies other than INR, but report our results of operations in INR, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could impact our results of operations.
Our management regular review the currency risk. The following table sets particulars of unhedged foreign currency exposures as of June 30, 2026:
| As of June 30, 2026 | ||||
| USD | INR (million) | Euro | INR | |
| Trade payables Borrowings | (3.94) | (372.23) | (4.92) | (531.25) |
| Loans given | - | - | (1.16) | (124.84) |
| 0.01 | 0.95 | - | - | |
| Other payables | (1.97) | (186.07) | (1.78) | (192.60) |
| Other receivables | 2.75 | 259.64 | 0.18 | 19.62 |
| Trade receivables | 8.54 | 808.13 | 0.56 | 60.68 |
* amounts less than Rs. 0.01 million.
For more information, see "Financial Information Restated Consolidated Financial Information Note: 35: Financial Risk Management and Capital Management (C) Management of Market Risk (I) Foreign Currency Risk" on page 395.
Liquidity Risk
Liquidity risk is the risk that we will face in meeting our obligations associated with our financial liabilities. Our approach to managing liquidity is to ensure that we will have sufficient funds to meet our liabilities when due without incurring unacceptable losses. A material and sustained shortfall in our cash flow could undermine our credit rating and impair investor confidence.
The Company regularly monitors the rolling forecasts to ensure we have sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated by the operating entities, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in liquid mutual funds/ fixed deposits while ensuring sufficient liquidity to meet our liabilities. For more information regarding the exposure to liquidity risk, see "Financial Information Restated Consolidated Financial Information Note: 35: Financial Risk Management and Capital Management (A) Management of Liquidity Risk" on page 395.
Credit Risk
Credit risk is the risk of financial loss to us if a customer or counter-party fails to meet our contractual obligations.
Trade receivables
Our exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which we grant credit terms in the normal course of business.
Other financial assets
We maintain exposure in cash and cash equivalents, term deposits with banks, loans, security deposits and other financial assets. To manage the risk, we have concentrated our main activities with a limited number of counter-parties (bank) which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Our finance department actively monitors credit limits and concentration of exposures.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with floating interest rates. We are exposed to variable rate term loans and working capital loans from banks. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. We manage our interest rate risk by regular monitoring and taking necessary actions as are necessary to maintain an appropriate balance.
Commodity price risk
Commodity price risk is the possibility of impact from changes in the prices of raw materials, which we use in the manufacture of our products. While we seek to pass on input cost increases to our customers, we may not be able to fully achieve this in all situations or at all times.
Inflation risk
In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.
Material Accounting Policies
Set out is a summary of the material accounting policies of our Company. For further details, see "Financial Information Restated Consolidated Financial Information Material Accounting Policies" on page 346.
Summary of material accounting policies
a) Basis of Accounting
The Restated Consolidated Financial Information have been prepared on historical cost basis, except for certain financial instruments that are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Based on the nature of activities of the Group and the nominal time between acquisition of assets and their realization in cash and cash equivalent, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current as set out in Schedule III of the Act.
b) Principles of Consolidation i) Subsidiaries
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of that entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The Group re-assesses whether or not it controls the entity, in case the underlying facts and circumstances indicate that there are changes to above mentioned parameters that determine the existence of control. Subsidiary is fully consolidated from the date on which control is transferred to the Group, and is de-consolidated from the date that control ceases.
The Group combines the financial statements of the parent and its subsidiaries line by line by adding together like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealised profits or losses (net of deferred tax).Unrealised gains on transactions between the Group and its subsidiaries are eliminated.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests is the equity in a subsidiary not attributable to a parent and presented separately from the Groups equity. Non-controlling interests consist of the amount at the date of the business combination and its share of changes in equity since that date. Profit or loss and other comprehensive income are attributed to the controlling and non-controlling interests in proportion to their ownership interests, even if this results in the non-controlling interests having a deficit balance. However, in case where there are binding contractual arrangements that determine the attribution of the earnings, the attribution specified by such arrangement is considered. ii) The list of subsidiaries and the Groups holdings therein are as under: c) Use of Estimates
The preparation of Restated Consolidated Financial Information in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the year. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. d) Inventories
Inventories including Work- in- Progress are valued at cost or net realisable value, whichever is lower, cost being worked out on weighted average basis. Cost includes all charges for bringing the goods to their present location and condition. Provision is made for obsolete, slow moving and defective stock, where necessary. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. e) Revenue Recognition
Revenue from sale of goods is recognized on satisfaction of performance obligation upon transfer of control over promised goods to the customer for an amount that reflects the consideration that the Group expects to receive in exchange for those goods. The control of goods is transferred to the customer at the point in time depending upon agreed terms with customer. Control is considered to be transferred to the customer when the customer has ability to direct the use of such goods and obtain substantially all the benefits from it. Revenue is recognised net of trade discounts, rebates and other similar allowances. Revenue excludes indirect taxes which are collected on behalf of Government.
Revenue from sale of goods is recognised at the point in time when control is transferred to the customer. Indicators that control has been transferred include, the establishment of the Groups present right to receive payment for the goods sold, transfer of legal title to the customer, transfer of physical possession to the customer, transfer of significant risks and rewards of ownership in the goods to the customer, and the acceptance of the goods by the customer. The revenue on consignment sales is recognised on satisfaction of the above conditions.
Contract liabilities, which is a Groups obligation to transfer goods or services to a customer for which the entity has already received consideration, relate mainly to advance. Contract liabilities are recognised as revenue when the Group performs under the contract. Other Income : Dividend , Interest & Rent Income: Dividend Income is accounted when right to receive the dividend is established.
Interest Income is recognized on time proportion basis taking into account the amount outstanding and the effective interest rate applicable.
Rent income is recognized in the Restated Consolidated Financial Information when it is probable that the economic benefits associated with the lease will flow to the entity and the amount of rent income can be measured reliably.
f) Business combination
Business combinations have been accounted for using the acquisition method under the provisions of Ind AS 103, Business Combinations.
The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition. Contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognized in the Restated Consolidated Statement of Profit and Loss.
The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests proportionate share of the acquirees identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity of subsidiaries.
The payments related to options issued by the Group over the non-controlling interests in its subsidiaries are accounted as financial liabilities and initially recognized at the estimated present value of gross obligations. Such options are subsequently measured at fair value in order to reflect the amount payable under the option at the date at which it becomes exercisable.
In the event that the option expires unexercised, the liability is derecognized.
Transaction costs that the Group incurs in connection with a business combination such as, finders fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirers previously held interest in the acquiree (if any), the excess, after reassessment, is recognised in capital reserve through other comprehensive income or directly depending on whether there exists clear evidence of the underlying reason for classifying the business combination as a bargain purchase. g) Property, Plant and Equipment
Assets are carried at acquisition cost, less accumulated depreciation and accumulated impairment losses, if any.
Costs comprise of all costs incurred to bring the assets to their location and working condition up to the date the assets are put to their intended use.
Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end.
When significant components of plant and equipment are replaced separately, the Group depreciates them based on the useful lives of the components. Leasehold land is depreciated on a straight line basis over the period of the lease. All other assets are depreciated to their residual values on written-down or straight line value basis over their estimated useful lives. Estimated useful lives of the assets are as follows:
| Description of the asset | Estimated Useful Life (Years) |
| Building | 30 - 60 |
| Leasehold Building (refer footnote (i)) | 10 - 20 |
| Electrical Installation | 5 - 10 |
| Plant and Machinery (refer footnote (ii) and (iii)) | 5 - 15 |
| Furniture and Fixtures | 10 |
| Office Equipment | 5 - 7 |
| Computers (End user device) | 3 - 4 |
| Computers (Servers and networks) | 6 |
| Vehicles (Other than Motor cycles, scooters and other mopeds) | 5 - 8 |
| Vehicles (Motor cycles, scooters and other mopeds) | 10 |
Footnotes:
(i) Leasehold Building and Leasehold Improvements are amortised over the period of lease. (ii) Number of shifts is additionally considered while calculating depreciation on plant and machinery.
(iii) Includes machineries placed at customer premises.
h) Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in Restated Consolidated Statement of Profit and Loss.
Goodwill on acquisition of the foreign subsidiaries is restated at the rate prevailing at the end of the period/ year.
i) Other Intangible Assets
Intangible assets purchased including acquired in business combination are measured on initial recognition at cost. Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with finite lives are amortised over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and method are reviewed at least at each financial year-end.
The useful lives of intangible assets are as mentioned below:
| Description of the asset | Estimated Useful Life (Years) |
| Computer Software, Distribution Network and Patents and Trademarks | 3 |
| Customer Relationship and Brand and Technologies | 7 |
| Non Compete | 4 |
| Development Cost | 5 |
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an individual project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during the development.
During the period of development, the asset is tested for impairment annually. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when the development is complete and the asset is available for use. It is amortised over the period of expected future sales or use.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in Restated Consolidated Statement of Profit and Loss when the asset is derecognised.
j) Financial Instrument
Recognition and initial measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognized by the Group when it becomes a party to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are initially measured at fair value except for Trade Receivables which do not contain a significant financing component which is measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of a financial instrument are adjusted to fair value, except where the financial instrument is measured at Fair Value through profit or loss, in which case the transaction costs are immediately recognized in profit or loss.
Fair Value through OCI:
On initial recognition, the Company makes an irrevocable election on an instrument-by-instrument basis to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments, other than equity investment which are held for trading. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the Equity Instruments through Other Comprehensive Income. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.
Financial assets
Cash and cash equivalents
The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short- term balances (with an original maturity of three months or less from the date of acquisitions), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. (Refer to note 35 of the Restated Consolidated Financial Information)
Financial assets at fair value through profit or loss:
Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in Restated Consolidated Statement of Profit and Loss.
Financial liabilities and equity instruments
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. (Refer note 35 of the Restated Consolidated Financial Information)
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied.
Other financial liabilities
Other financial liabilities (including borrowings, financial guarantee contracts and trade and other payables) are subsequent to initial recognition, measured at amortised cost using the effective interest (EIR) method.
Equity instruments
An equity instrument is a contract that evidences residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments recognised by the Group are recognised at the proceeds received net off direct issue cost.
Derecognition of financial instruments
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expires or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognised when the obligation specified in the contract is discharged or cancelled or expires.
Fair value measurement
When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.
k) Foreign Currency Transactions
The Restated Consolidated Financial Information is presented in Indian Rupees (INR in million) which is also the Groups functional currency.
Initial Recognition
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Subsequent Recognition
As at the reporting date, non-monetary items carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
All monetary assets and liabilities in foreign currency are translated at the end of accounting period/year. Exchange differences on translation of all other monetary items are recognised in the Restated Consolidated Statement of Profit and Loss under Other Income.
l) Employee Benefits
Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.
Defined Contribution Plans: Contribution towards provident fund and employees state Insurance for employees is made to the regulatory authorities, where the Group has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Group does not carry any further obligations, apart from the contributions made on a monthly basis.
Gratuity: The Group provides for gratuity, a defined benefit plan (the "Gratuity Plan") covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.
The Groups liability towards gratuity is determined based on the present value of the defined benefit obligation and fair value of plan assets and the net liability or asset in recognized in the Restated Consolidated Statement of Assets and Liabilities. The net liability or asset represents the deficit or surplus in the plan (the surplus is limited to the present value of the economic benefits available in the form of refunds from the plan or reductions in future contributions). The present value of the defined benefit obligation is determined using the projected unit credit method, with actuarial valuations being carried out at each period end. Defined benefit costs are composed of: i. service cost recognized in profit or loss; ii. net interest on the net liability or asset - recognized in profit or loss; iii. remeasurement of the net liability or asset - recognized in other comprehensive income
Other long-term employee benefits:
Compensated absences which are not expected to occur within twelve months after the end of the period/ year in which the employee renders the related services are recognised as a liability at the present value of the defined benefit obligation at the reporting date.
m) Leases
The Group evaluates each contract or arrangement to determine whether it qualifies as lease as defined under Ind AS 116.
A contract is, or contains, a lease if the contract involves:
(a) the use of an identified asset,
(b) the right to obtain substantially all the economic benefits from use of the identified asset, and (c) the right to direct the use of the identified asset.
The Group as a lessee
The Group at the inception of the lease contract recognizes a Right-of-Use (RoU) asset at cost and corresponding lease liability, except for leases with term of less than twelve months (short term) and low-value assets.
The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the right of-use assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets.
The Group applies Ind AS 36 to determine whether a Right-of-Use asset is impaired and accounts for any identified impairment loss in the Restated Consolidated statement of Profit and Loss as described in the Note 2(o) below.
For lease liabilities at inception, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate. The Group recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognizes any remaining amount of the remeasurement in the Statement of Profit and Loss. For short-term, and low value leases, the Group recognizes the lease payments for such items as an operating expense on a straight-line basis over the lease term and are recognised in Restated Consolidated statement of profit and loss in the year in which the condition that triggers those payments occurs.
Lease payments (other than short term and low value leases) have been classified as cash used in Financing activities in the Statement of Cash Flows.
Lease payments for short-term, and low value leases, have been classified as cash used in Operating activities in the Statement of Cash Flows.
The Group has not given any assets on lease to others.
n) Current and Deferred Tax
Income tax expense comprises current tax expense and the net change during the period/year, in the deferred tax asset or liability. Current and deferred taxes are recognised in Restated Consolidated Statement of Profit and Loss, except when they relate to items that are recognised in restated other comprehensive income or in equity, in which case the related current and deferred tax are also recognised in Restated other comprehensive income or in equity, respectively.
Current and Deferred Taxes are measured at the tax rates that are expected to apply in the period/year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Tax assets and tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts.
i. Current income tax
Provision for current income tax is made for the tax liability payable on taxable income after considering tax allowances, deductions and exemptions determined in accordance with the applicable tax rates and the prevailing tax laws.
ii. Deferred tax
Deferred tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Therefore, in case of a history of recent losses, the Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is other convincing evidence that sufficient taxable profit will be available against which such deferred tax assets can be realised. Deferred tax assets positions are reviewed at each reporting date and are recognised/reduced to the extent that it is probable/no longer probable respectively that the related tax benefit will be realised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. o) Impairment of Assets
Property, plant and equipment and intangible assets with finite lives are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined for the individual asset, unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount and an impairment loss is recognised in Restated Consolidated Statement of Profit and Loss.
p) Provisions and Contingent Liabilities and Contingent Assets
Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the reporting date. 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 risks specific to the liability.
Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Contingent Assets: Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. A contingent asset is not recognised but disclosed where an inflow of economic benefits is probable.
q) Segment reporting
Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Group for the purpose of performance assessment and to make decisions for resource allocation.
The reporting of segment information is the same as provided to the management for the purpose of performance assessment and resource allocation to the segments.
Segment accounting policies are in line with accounting policies of the Group. Further, the Group has not identified any segment other than geographical segment. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. r) Exceptional Items
Exceptional items refer to items of income or expense within the income statement from ordinary activities which are material and non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group and to assist users of financial statements. s) Government Grant
Government grant receivable in the form of duty credit scrips is accrued as other Operating income in the Restated Consolidated Statement of Profit and Loss in the period/year when the right to receive the credit is established and there is no significant uncertainty regarding the ultimate collection of export proceeds.
t) Borrowing Costs
General and specific borrowing costs directly attributable to the acquisition or construction of qualifying assets that necessarily takes substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Interest income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Borrowing costs that are not directly attributable to a qualifying asset are recognised in the Restated Consolidated Statement of Profit and Loss using the effective interest method.
u) Share-based payment arrangements
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 37.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Groups estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve. The amounts recorded in share options outstanding account are transferred to share capital and securities premium as appropriate upon exercise of stock options and transferred to general reserve on account of stock options not exercised by employees. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At the end of each reporting year until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in Restated Consolidated Statement Profit and Loss.
The Parent Company has created an Employee Benefit Trust for providing share-based payment to its employees. The Parent Company uses the Trust as a vehicle for distributing shares to employees under the employee remuneration schemes. The Parent Company had issued shares to the Trust, for giving shares to employees under the remuneration schemes. The Parent Company treats Trust as its extension and shares held by the Trust are treated as treasury shares. Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from Equity. No gain or loss is recognised in Restated Consolidated Statement Profit and Loss on the purchase, sale, issue or cancellation of the Parents own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in capital reserve. Share options exercised during the reporting period/year are satisfied with treasury shares.
v) Earnings Per Share
Basic earnings per share is computed by dividing the loss after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the loss after tax as adjusted for dividend, interest and other charges to expense 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 the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. w) Statement on Cash flows:
Cash flows are reported using the indirect method, whereby loss before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.
For further details see "Financial Information Restated Consolidated Financial Information Material Accounting Policies" on page 346.
Unusual or Infrequent Events or Transactions
Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on income from our continuing operations. For further information regarding trends and uncertainties, please see "- Significant Factors Affecting Our Financial Condition and Results of Operations" on page 421 and "Risk Factors" on page 20.
New Products or Business Segments
Except as disclosed in this Red Herring Prospectus, we have not publicly announced any new products or business segments. For more information regarding new products, please see "Our Business" on page 250.
Segment Reporting
We have only one reportable business segment, i.e. ‘Cardiovascular Devices. For further information, see "Financial Information Restated Consolidated Financial Information Note 34: Segment Reporting" on page 394.
Future Relationship between Cost and Income
Except as disclosed in this Red Herring Prospectus, there are no known factors that will have a material adverse impact on our operations and finances. For more information, see "Risk Factors", "Our Business" and "Managements Discussion and
Analysis of Financial Condition and Results of Operations" on pages 20, 250 and 419, respectively.
Seasonality of Business
There is no material seasonal variation in our operations.
Significant Dependence on a Single or Few Customers or Suppliers
We are largely dependent on certain key suppliers for a significant portion of our sales.
We also depend on certain of our suppliers for a significant portion of our raw materials and components. In the three months period ended June 30, 2026, and in Fiscals 2026, 2025 and 2024, our top 10 suppliers accounted for 63.61%, 59.15%, 64.37% and 58.88%of our total purchases, respectively. For further information, see "Risk Factors - Internal Risks We are dependent on the continued supply of raw materials and components, the supply and cost of which can be subject to significant variation due to factors outside our control. Additionally, we are dependent on our suppliers (our top 10 suppliers contributed to 63.61%, 59.15%, 64.37% and 58.88% of total purchases in the three months period ended June 30, 2026 and in Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively) for certain raw materials and components and an inability to procure the required quality and quantity, at competitive prices, our business, financial condition, cash flows and results of operations may be adversely affected." on page 26.
Significant Economic Changes
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and " Significant Factors Affecting Our Financial Condition and Results of Operations."
Competitive Conditions
We expect competition in our industry from existing and potential competitors to intensify. See "Risk Factors We face intense competition and may be unable to adapt to the rapid technological changes in the medical devices industry, which could adversely affect our business, results of operations and financial conditions." on page 31.
Significant Developments subsequent to June 30, 2026
Except as disclosed elsewhere in this Red Herring Prospectus, no circumstances have arisen since the date of the last financial statements as disclosed in this Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets.
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