The following discussion is intended to convey managements perspective on our financial condition and results of operations for Fiscals 2026, 2025 and 2024. Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial Information.
Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2026", "Fiscal 2025" and "Fiscal 2024", are to the 12-month period ended March 31 of the relevant year.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please also see "Risk Factors Internal Risks This Updated Draft Red Herring Prospectus - I contains certain non-GAAP financial measures and other statistical information related to our operations and financial performance. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other companies." on page 64. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as the risks set forth in the chapters entitled "Risk Factors" and "Forward-Looking Statements" beginning on pages 30 and 29, respectively.
Unless otherwise indicated, industry and market data used in this section have been derived from the Redseer Report, which has been commissioned and paid for by our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. The data included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes of presentation. The Redseer Report has been made available on the website of our Company at ir.zetwerk.com, will be made available until the Bid/ Offer Closing Date and has also been included in "Material Contracts and Documents for Inspection Material Documents" on page 684. Unless otherwise indicated, operational, industry and other related information derived from the Redseer Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further details, please see "Industry Overview" on page 260.
In this section, reference to Segment revenue - Manufacturing Business and Segment revenue - Ecosystem Business are based on Ind AS 108, Operating Segments. In this section, reference to Manufacturing Business Energy Products, Manufacturing Business Precision Products and Manufacturing Business Capital Goods are based on disaggregation of revenue as per Ind AS 115 Revenue from Contracts with Customers.
Overview
We are a technology-led, asset-light manufacturing platform for industrial and consumer goods in India and globally. We aggregate manufacturing capacity across a network of third-party suppliers and our own facilities into a "universal factory," unified through Zetwerk OS, our proprietary technology backbone. Our customers range across sizes, from innovative startups to mature companies, and across industries, including utilities, renewables, consumer electronics, artificial intelligence infrastructure, aerospace, space & defence, oil & gas, and industrial automation. Some of our customers include Siemens Gamesa, Acer India Private Limited, boAt, NextPower (formerly Nextracker), CG Power and Industrial Solutions Limited, NTPC Renewable Energy Limited, L&T MHI Power Boiler Pvt Ltd, DRDO (Electronics & Radar Development Establishment (LRDE)), National Aluminium Company Limited, Indian Oil Corporation Limited, Mortenson, Nordex Acciona, Indian Air Force, and Numaligarh Refinery Limited. Third-party suppliers with whom we work have capabilities in manufacturing processes, including sheet metal stamping, metal fabrication, injection moulding, extrusions, assembly, die casting, forging, grinding and machining, and span several countries, including industrial geographies such as India, Vietnam, Thailand, Taiwan, Germany, Spain, Eastern Europe, Mexico and the USA. Since our incorporation we have cumulatively delivered products and raw materials worth 695,878.06 million in terms of GMV to our customers.
Our Business Model
Our business model is centred around our technology led, asset light manufacturing platform, through which we enable our customers to source diversified industrial products. We operate primarily as a principal, contracting directly with customers for the supply of manufactured goods and related services, while procuring such goods and services from third party suppliers and, in certain cases, executing specific activities through our own facilities. We have two operating segments:
Manufacturing Business segment: comprises design, manufacturing, supply and/or installation of custom-made goods focused on sectors of energy, precision components, capital goods and other ancillaries. This would include products sourced/ manufactured at third-party facilities and accounted in the books as procurement and sale of products. Additionally, this would also include projects with scope of design/ engineering and construction/ installation.
Ecosystem Business segment: comprises the sale of industrial and other commodities used primarily as raw materials such as ferrous and non ferrous metals and petrochemicals, including aluminium, zinc, steel, copper, lead and bitumen.
During Fiscal 2024, this also included revenue from trading of apparel, textiles and other products; we exited this line of business in Fiscal 2024.
Following board resolutions dated January 23, 2026 and March 9, 2026, and a shareholders resolution dated March 26, 2026, we decided to discontinue our Civil Infrastructure Works segment, which undertook construction and other civil infrastructure projects such as water pipelines and railway tracks, and authorized the sale of its operations. The discontinuation of the Civil Infrastructure Works segment was made pursuant to our strategic realignment to focus on our core business segments.
The following table shows our segment revenue based on Ind AS 108 Operating Segments including as a percentage of revenue from operations continuing operations for the Fiscals indicated
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| Amount ( million) | Percentage of revenue from operations continuing operations (in %) | Amount ( million) | Percentage of revenue from operations continuing operations (in %) | Amount ( million) | Percentage of revenue from operations continuing operations (in %) | |
| Segment Revenue - | 93,746.76 | 58.91% | 62,491.02 | 55.15% | 60,818.51 | 49.19% |
| Manufacturing Business | ||||||
| Segment Revenue - | 65,386.47 | 41.09% | 50,827.54 | 44.85% | 62,825.21 | 50.81% |
| Ecosystem Business | ||||||
| Revenue from operations continuing operations | 159,133.23 | 100.00% | 113,318.56 | 100.00% | 123,643.72 | 100.00% |
Manufacturing Business
Customer orders
We generate revenue in our Manufacturing Business through customer orders for manufactured products and related services. Customers place one-time, or multi-year orders with us for sourcing of products, in the form of purchase orders, master supply agreements or long term arrangements, including multi year take or pay contracts in certain cases.
Upon receipt and acceptance, customer orders are logged into our order book, which represents the aggregate value of confirmed but unexecuted orders as of a given date. Orders in the order book are executed over time, depending on product specifications, production schedules, logistics timelines and contractual milestones. Revenue is recognised as and when performance obligations under the relevant contracts are satisfied.
In the case of take or pay arrangements, customers commit to procuring a minimum value or volume of goods over a specified period. If the customer does not place orders up to the committed threshold within the stipulated time, they are contractually obligated to pay an agreed margin or shortfall amount. Such arrangements provide greater revenue visibility and reduce demand volatility, although actual revenue recognised remains linked to execution of goods and services or enforceable contractual payments.
Execution of orders from suppliers
Once an order is confirmed, we deploy our proprietary technology platform to match the order with suitable manufacturers from our panel of third-party suppliers based on factors such as capability, capacity, location, quality track record, and delivery timelines. Under this model:
We procure manufactured goods from third-party suppliers on a principal-to-principal basis;
We may split a single customer order across multiple suppliers where appropriate to optimise timelines or capacity utilisation;
In certain cases, we also utilise our own facilities for assembly, finishing or specific manufacturing processes.
We take title to the goods procured from suppliers before supplying them to customers, and bear responsibility for quality assurance, delivery and contractual performance.
Ecosystem Business
Under our Ecosystem Business segment, which we operate under the brand Terra91, we facilitate the sourcing and supply of industrial raw materials and commodities to customers.
Under Terra91, our customers place purchase orders with us for sourcing of raw materials such as ferrous and non-ferrous metals and other industrial commodities used in manufacturing processes. We aggregate these purchase orders and buy the materials in bulk from our panel of suppliers and manufacturers, leveraging aggregated demand to optimise pricing, availability, and delivery timelines.
We act as a principal to customers, purchasing raw materials from suppliers and supplying them to customers. Revenue is recognised upon transfer of control of the materials to the customer and margins are derived from the spread between procurement costs and customer pricing, taking into account logistics, handling and related services.
While Terra91 originated as a sourcing solution to support suppliers in our Manufacturing Business, it has evolved into a standalone revenue segment serving third-party customers across multiple industries.
Discontinued Operations
We previously operated a Civil Infrastructure Works business, under which we undertook construction and other projects focused on civil infrastructure, mainly water pipelines and railway tracks. At meetings held on January 23, 2026 and March 9, 2026, our Board of Directors approved the sale of the operations of this business, and we have commenced actions required to effect such sale, which is expected to be completed in Fiscal 2027. Accordingly, the Civil Infrastructure Works business has been classified as a discontinued operation in accordance with Ind AS 105, "Non-current Assets Held for Sale and Discontinued
Operations", and is no longer disclosed as a separate operating segment in the Restated Consolidated Financial Information. In Fiscal 2026, we recognised exceptional items of discontinued operations of 4,530.00 million in discontinued operations in respect of an impairment loss, as the realisable value of the Civil Infrastructure Works business was expected to be lower than the net asset value of the business segment.
Principal Components of Results of Operations
Continuing operations
Income
Revenue from operations
Our revenue from operations comprises (1) revenue from sale of products, (2) income from construction and project contracts, (3) sale of services and (4) other operating revenue.
Sale of products
Revenue from sale of products comprises revenue from:
our Manufacturing Business segment that relates to the sale of custom-made goods focused on energy, precision components, capital goods and other ancillaries. This also includes revenue from sales of products manufactured by our suppliers.
our Ecosystem Business segment that relates to the sale of industrial and other commodities used primarily as raw materials. During Fiscal 2024, this also included revenue from trading of apparel, textiles and other products; we exited this line of business in Fiscal 2024.
Income from construction and projects contracts
Income from construction and project contracts represents revenue from our Manufacturing Business segment wherein in addition to supply of manufacturing components, the scope also includes engineering/design, installation and/or commissioning of projects focussed on sectors such as energy and capital goods.
Sale of services
Revenue from sale of services comprises income derived from provision of job work services to customers on materials supplied by them and provision of business support and facilitation services.
Other operating revenue
Other operating revenue comprises revenue from export incentives and rental income.
Other income
Our other income comprises interest income, income from sale of mutual funds, net gain on fair value changes on investments carried at fair value through profit and loss ("FVTPL"), net gain/(loss) on forward contracts, net loss/(gain) on foreign exchange transactions and translations, guarantee commission, profit on sale of property, plant and equipment and miscellaneous income.
Expenses
Our expenses comprise "total cost of goods sold" (which we define as cost of materials consumed (including materials for construction and projects contracts), purchase of stock-in-trade and (increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress), employee benefits expense, finance costs, depreciation and amortization expenses and other expenses.
Total cost of goods sold (Total COGS)
Total COGS is our largest expense.
Cost of materials consumed (including materials for construction and projects contracts) comprises primarily the cost of raw materials consumed for manufacturing activities as well as construction and project contracts.
Purchase of stock-in-trade comprises the cost of goods purchased from suppliers and resold to customers.
(Increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress represents the change in inventories during a Fiscal.
The table below sets forth our Cost of materials consumed (including materials for construction and project contracts), Purchase of stock-in-trade, (Increase)/ decrease in inventories of finished goods, stock-in-trade and work-in-progress, Total COGS and total expense, including as a percentage of our total expenses, for the Fiscals indicated:
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| Amount ( million) | Percentage of total expenses (in %) | Amount ( million) | Percentage of total expenses (in %) | Amount ( million) | Percentage of total expenses (in %) | |
| Cost of materials consumed (including materials for construction and project contracts) | 39,636.73 | 24.56% | 30,357.45 | 26.28% | 22,171.83 | 17.26% |
| Purchase of stock-in-trade | 98,797.52 | 61.21% | 68,003.42 | 58.87% | 94,310.44 | 73.41% |
| (Increase)/ decrease in inventories of finished goods, stock-in-trade and work-in-progress | 1,393.88 | 0.86% | 1,290.66 | 1.12% | (2,305.31) | (1.79)% |
| Total COGS | 139,828.13 | 86.63% | 99,651.53 | 86.26% | 114,176.95 | 88.87% |
| Total expenses | 161,417.29 | 100.00% | 115,520.29 | 100.00% | 128,475.50 | 100.00% |
Employee benefits expense
Our employee benefits expense primarily includes salaries, wages and bonus, share based payment expense and staff welfare expenses. The table below shows our employee benefits expense and number of employees for the Fiscals indicated:
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| Employee benefits expense ( million) | 6,437.74 | 4,773.34 | 4,241.01 |
| Number of employees | 3,554 | 2,271 | 2,544 |
Finance costs
Our finance costs include interest on borrowings from banks and financial institutions, interest expense on lease liabilities and other borrowing costs. Other borrowing costs include interest on acceptances, suppliers credit, bill discounting and issuance charges, processing fees, bank charges and interest on delayed payments to MSME vendors.
Other expenses
Our other expenses primarily include subcontracting expenses, legal and professional expenses, freight charges and loss allowance on trade receivables, unbilled and other advances.
Principal Factors Affecting our Financial Condition and Results of Operations
Maintaining and expanding our customer relationships
Our ability to maintain and increase the breadth of our relationships with existing customers plays a critical role in the continued growth of our business. Through our existing and new customers, we continue to receive new orders in both our Manufacturing Business segment and Ecosystem Business segment, ranging from one-time spot orders to long-term multi-year contracts, which we then convert into revenue from operations. A portion of our customer relationships is supported by longer term arrangements, including take or pay contracts in certain cases, which may provide increased visibility on potential order inflows over the contracted period.
Thus, our ability to maintain and grow our existing customer relationships is critical in continuing to receive new orders and increasing revenue visibility. This depends in part on transitioning customers from single product sourcing to multi category programmes. This in turn depends on achieving high customer satisfaction through our ability to deliver high quality products cost effectively while maintaining high on-time delivery percentages.
We have demonstrated a strong value proposition for our customer base, and this is evidenced in our strong customer metrics. As of March 31, 2026, our top 10 customers (based on their contribution to Revenue from Manufacturing Business) have been with us for an average of 2.8 years, out of the approximately eight years since we commenced operations. Our customer retention is reflected in our Fiscal 2023 to Fiscal 2026 median Manufacturing Business Net Revenue Retention ("NRR") of
128.85% (NRR stood at 175.49% in Fiscal 2023, 137.46% in Fiscal 2024, 87.13% in Fiscal 2025 and 120.24% in Fiscal 2026), and Revenue from Repeat Customers in our Manufacturing Business was 78.11% in Fiscal 2024, 84.80% in Fiscal 2025 and 80.15% in Fiscal 2026. Our average order value increased from 45.94 million in Fiscal 2024 to 58.93 million in Fiscal 2025 and 91.74 million in Fiscal 2026.
Set out below is our Manufacturing Order Book, Manufacturing New Orders and Revenue from Manufacturing Business segment as of dates and for the Fiscals indicated, illustrating the growth in our orders over time:
| Particulars | As of March 31,/ Fiscal | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Manufacturing Order Book ( million)(1) | 123,700.09 | 86,289.78 | 61,697.46 |
| Manufacturing New Orders ( million) | 153,933.51 | 113,271.11 | 89,941.43 |
| Segment revenue - Manufacturing Business as per Ind AS 108 Operating Segments ( million) | 93,746.76 | 62,491.02 | 60,818.51 |
Notes:
(1) Manufacturing Order Book represents the aggregate value of purchase orders or work orders received from customers for which revenue has not yet been recognized, as of a specified date, for the Manufacturing Business. (2) Manufacturing New Orders represent the aggregate value of purchase orders or contracts received from customers during a specified period for supply of products or services, in the ordinary course of business, for the Manufacturing Business.
The following table shows our revenue from Revenue from Repeat Customers in our Manufacturing Business for the Fiscals indicated:
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| Revenue from Repeat Customers in our Manufacturing Business (%)(1) | 80.15% | 84.80% | 78.11% |
Note:
(1) Refers to the percentage of Manufacturing Business segment revenue in a Fiscal derived from customers who were customers in the prior Fiscals.
Through our strong and growing customer relationships, we have been able to consistently receive more and larger new orders, and thus keep adding to our order book, giving us resilience in our revenue and growth.
In addition, we have diversified from our original focus on one-time, capex-related products to also serving original equipment manufacturers with recurring components linked to their ongoing opex budgets. This diversification has made our revenue more predictable, with revenue from Manufacturing Business Energy Products, which comprises both capex-related products and recurring components, increasing at a CAGR of 25.08% from 41,596.61 million in Fiscal 2024 to 65,075.72 million in Fiscal
2026, and revenue from Manufacturing Business - Precision Products, which comprises wholly recurring components, increasing at a CAGR of 55.08% from 5,809.45 million in Fiscal 2024 to 13,971.87 million in Fiscal 2026. This growth was comparatively higher than the growth of revenue from our Manufacturing Business Capital Goods, which is not recurring, and has increased at a CAGR of 5.49% from 13,160.38 million in Fiscal 2024 to 14,643.97 million in Fiscal 2026. As a result, our ability to continue to grow our opex-related products will be an important factor in our growth.
Demand from our key products
Our Manufacturing Business segment based on Ind AS 108 Operating Segments primarily caters to energy products, precision products and capital goods. The following table sets forth the details of revenue from manufacturing business, added to Other Operating revenue and the related percentages of such revenue to Segment revenue Manufacturing Business (as per Ind AS 108) for the Fiscals indicated:
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| ( million) | (Percentage of Segment Revenue Manufacturing Business) (in %) | ( million) | (Percentage of Segment Revenue Manufacturing Business) (in %) | ( million) | (Percentage of Segment Revenue Manufacturing Business) (in %) | |
| Details of Revenue from Manufacturing Business* | ||||||
| Energy products | 65,075.72 | 69.42% | 34,818.44 | 55.72% | 41,596.61 | 68.40% |
| Precision products | 13,971.87 | 14.90% | 14,058.55 | 22.50% | 5,809.45 | 9.55% |
| Capital goods | 14,643.97 | 15.62% | 13,532.17 | 21.65% | 13,160.38 | 21.64% |
| Other Operating Revenue | 55.20 | 0.06% | 81.86 | 0.13% | 252.07 | 0.41% |
| Segment revenue - | 93,746.76 | 100.00% | 62,491.02 | 100.00% | 60,818.51 | 100.00% |
| Manufacturing Business** |
* Based on disaggregation of revenue as per Ind AS 115 Revenue from Contracts with Customers Manufacturing Business. ** Refers to Segment revenue Manufacturing Business for the year based on Ind AS 108 Operating Segments
As a result, our ability to grow our business will depend on the performance of these product verticals. Demand from these product verticals is influenced by policy led capital expenditure cycles, energy transition initiatives, localisation incentives, and supply chain realignment trends, as well as the inherent cyclicality of manufacturing investment. Any slowdown, delay or change in such policies, capital expenditure cycles or procurement activity in these industries could adversely affect demand for our products and impact our results of operations.
Economic conditions in the markets in which we operate
Our operations are dependent on the overall economic conditions in the markets in which we operate, including India, the USA, and Europe.
The following table sets forth our revenue from operations continuing operations by geography based on Ind AS 108 Operating Segments in absolute amounts and as percentages of our revenue from operations continuing operations for the Fiscals indicated:
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| Amount ( million) | Percentage of revenue from operations continuing operations (in %) | Amount ( million) | Percentage of revenue from operations continuing operations (in %) | Amount ( million) | Percentage of revenue from operations continuing operations (in %) | |
| India | 131,346.31 | 82.54% | 89,983.67 | 79.41% | 93,265.46 | 75.43% |
| USA | 22,796.69 | 14.33% | 21,626.95 | 19.09% | 26,628.39 | 21.54% |
| Rest of the countries | 4,990.23 | 3.13% | 1,707.94 | 1.50% | 3,749.87 | 3.03% |
| Revenue from operations continuing operations | 159,133.23 | 100.00% | 113,318.56 | 100.00% | 123,643.72 | 100.00% |
As a result, our results of operations will depend on the strength of the economies in India, the USA, and other countries where we operate. Weakening economic conditions in our markets could cause demand for our products to decline, negatively affecting our revenue from operations and profitability. Our success will also be affected by government policies in and affecting our markets. For example, while this did not have a material impact on our business, financial condition, cash flows or results of operations, in Fiscal 2025, new USA tariffs on solar piles imported from India led to reduced orders due to uncertainty around the impact of such tariffs.
Expanding our manufacturing capabilities
We operate a hybrid manufacturing model that integrates a global network of 6,979 third-party suppliers, complemented by our 26 facilities, as of March 31, 2026. Our own facilities primarily focus on assembly, subassembly, and finishing processes. We selectively deploy owned capacity to improve execution control for large or complex programs, meet specific certification or regulatory requirements, or where customer arrangements justify proximity and dedicated oversight.
Third-party suppliers supply the majority of parts and components across our product categories. Our extensive third party manufacturing base ranges from small and medium-sized enterprises to large, specialised plants. We will continue to onboard new suppliers to broaden our manufacturing capabilities and to enter into attractive industries and geographies ahead of demand upcycles, with a focus on adding suppliers with diverse manufacturing capabilities. We also intend to strategically expand our own manufacturing facilities to enhance execution control, gain access to certifications and policy incentives, secure the supply of critical products, and capture value unavailable through our supplier network. In addition to constructing our own facilities, we will pursue targeted acquisitions where the platform has a clear informational and operational advantage. While we will focus on acquisition targets that include long-standing marketplace suppliers with proven performance on delivery, quality, and capacity utilization and other third parties with an established presence and track record in their geographies and sector specializations, our ability to correctly evaluate the capabilities of targets and expected demand for their products will be an important factor in determining the success of such acquisitions. Our ability to identify suitable partners and successfully integrate them into our network will be key factors in this strategy and hence our results of operations.
Inherent operating leverage and cost-effectiveness of our platform
Our ability to improve margins and profitability is affected not only by Gross Margins but also by our ability to manage our operating costs as our scale increases. While Total COGS constitutes a significant portion of our total expenses, employee benefits expense and other operating expenses represent meaningful components of our cost structure, and the extent to which such costs increase relative to revenue from operations can impact our operating leverage and results of operations.
Our integrated technology platform has exhibited in-built operating leverage by decoupling incremental volumes from proportional cost increases. This structural cost efficiency, achieved through automation and network scale, has contributed to the strengthening of our Manufacturing Business segment contribution margin.
Furthermore, we seek to manage the operating costs of our platform through (i) increased use of technology to standardise and govern processes across our manufacturing platform, (ii) upfront manufacturability analysis and design optimisation intended to reduce execution complexity and rework and improve turnaround time of suppliers, and (iii) improvements in sales efficiency. The effectiveness of these measures may vary by product category, customer requirements, execution complexity and market conditions. These measures are equally key for the continued improvement of our contribution margin profile and overall profitability.
Through our in-built operating leverage and our cost initiatives, we have been able to achieve contribution margin from our Manufacturing Business segment and at overall levels as set forth below.
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| Overall Business | |||
| Contribution Margin(1)(2) (%) | 8.17% | 9.09% | 6.21% |
| Manufacturing Business | |||
| Manufacturing Business Contribution Margin(3) (%) | 12.40% | 13.43% | 10.80% |
Notes:
(1) Represents figures from continuing operations.
(2) Contribution Margin % is calculated as Contribution Margin divided by revenue from operations. Contribution Margin represents Gross Margin less directly attributable expenses namely, direct wages, subcontracting charges, freight charges, etc.
(3) Manufacturing Business Contribution Margin % is calculated as Manufacturing Business Contribution Margin divided by revenue from Manufacturing Business. Manufacturing Business Contribution Margin represents gross margin less directly attributable expenses namely, direct wages, subcontracting charges, freight charges, etc. related to the Manufacturing Business.
Results of Operations
The following table sets forth select financial data for the Fiscals indicated, the components of which are also expressed as a percentage of total income for such Fiscals:
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| ( in million) | (Percentage of total income) (in %) | ( in million) | (Percentage of total income) (in %)) | ( in million) | (Percentage of total income) (in %) | |
| Continuing Operations | ||||||
| Income | ||||||
| Revenue from operations | 159,133.23 | 98.84% | 113,318.56 | 98.60% | 123,643.72 | 98.73% |
| Other income | 1,873.09 | 1.16% | 1,603.72 | 1.40% | 1,590.85 | 1.27% |
| Total income | 161,006.32 | 100.00% | 114,922.28 | 100.00% | 125,234.57 | 100.00% |
| Expenses | ||||||
| Cost of materials consumed (including materials for construction and project contracts) | 39,636.73 | 24.62% | 30,357.45 | 26.42% | 22,171.83 | 17.70% |
| Purchase of stock-in-trade | 98,797.52 | 61.36% | 68,003.42 | 59.17% | 94,310.44 | 75.31% |
| (Increase)/ decrease in inventories of finished goods, stock-in-trade and work- in-progress | 1,393.88 | 0.87% | 1,290.66 | 1.12% | (2,305.31) | (1.84)% |
| Employee benefits expense | 6,437.74 | 4.00% | 4,773.34 | 4.15% | 4,241.01 | 3.39% |
| Finance costs | 3,662.24 | 2.27% | 3,368.70 | 2.93% | 3,230.89 | 2.58% |
| Depreciation and amortization expenses | 1,966.93 | 1.22% | 1,610.14 | 1.40% | 1,817.77 | 1.45% |
| Other expenses | 9,522.25 | 5.91% | 6,116.58 | 5.32% | 5,008.87 | 4.00% |
| Total expenses | 161,417.29 | 100.26% | 115,520.29 | 100.52% | 128,475.50 | 102.59% |
| Restated loss before share of loss of joint ventures and associate, exceptional items and tax from continuing operations | (410.97) | (0.26)% | (598.01) | (0.52)% | (3,240.93) | (2.59)% |
| Share of loss of joint ventures and associate | (395.07) | (0.25)% | (612.01) | (0.53)% | (1,025.39) | (0.82)% |
| Restated loss before exceptional items and tax from continuing operations | (806.04) | (0.50)% | (1,210.02) | (1.05)% | (4,266.32) | (3.41)% |
| Exceptional items (net) | (8,358.39) | (5.19)% | (835.49) | (0.73)% | (3,717.73) | (2.97)% |
| Restated loss before tax from continuing operations | (9,164.43) | (5.69)% | (2,045.51) | (1.78)% | (7,984.05) | (6.38)% |
| Tax expenses for continuing operations | ||||||
| Current tax | 607.21 | 0.38% | 79.19 | 0.07% | 117.48 | 0.09% |
| Deferred tax (credit)/charge | (127.71) | (0.08)% | 25.99 | 0.02% | 423.78 | 0.34% |
| Total tax expense/(credit) | 479.50 | 0.30% | 105.18 | 0.09% | 541.26 | 0.43% |
| Restated loss for the year from continuing operations | (9,643.93) | (5.99)% | (2,150.69) | (1.87)% | (8,525.31) | (6.81)% |
| Discontinued operations | ||||||
| Restated loss before exceptional items and tax from discontinued operations | (1,887.78) | (1.17)% | (1,556.39) | (1.35)% | (654.18) | (0.52)% |
| Exceptional Items of discontinued operations | (4,530.00) | (2.81)% | - | - | - | - |
| Tax expense of discontinued operations | - | - | - | - | - | - |
| Restated loss for the year from discontinued operations | (6,417.78) | (3.99)% | (1,556.39) | (1.35)% | (654.18) | (0.52)% |
| Restated loss for the year | (16,061.71) | (9.98)% | (3,707.08) | (3.23)% | (9,179.49) | (7.33)% |
Fiscal 2026 compared to Fiscal 2025
Continuing operations
Income
Total income
Our total income increased by 40.10%, or 46,084.04 million, to 161,006.32 million in Fiscal 2026 from 114,922.28 million in Fiscal 2025.
Revenue from operations
Our revenue from operations - continuing operations increased by 40.43%, or 45,814.67 million, to 159,133.23 million in Fiscal 2026 from 113,318.56 million in Fiscal 2025.
Segment revenue - Manufacturing Business increased by 50.02%, or 31,255.74 million, to 93,746.76 million in Fiscal 2026 from 62,491.02 million in Fiscal 2025 primarily due to the scale-up in our Energy Products vertical.
Segment revenue - Ecosystem Business increased by 28.64%, or 14,558.93 million, to 65,386.47 million in Fiscal 2026 from 50,827.54 million in Fiscal 2025, primarily due to an increase in throughput on our platform, reflecting higher volumes of commodities transacted by customers.
Other income
Our other income increased by 16.80%, or 269.37 million, to 1,873.09 million in Fiscal 2026 from 1,603.72 million in
Fiscal 2025 primarily due to gain on foreign exchange transactions and translations.
Expenses
Total expenses
Our total expenses increased by 39.73%, or 45,897.00 million, to 161,417.29 million in Fiscal 2026 from 115,520.29 million in Fiscal 2025.
Total cost of goods sold
Cost of materials consumed (including materials for construction and project contracts)
Our cost of materials consumed (including materials for construction and project contracts) increased by 30.57%, or
9,279.28 million, to 39,636.73 million in Fiscal 2026 from 30,357.45 million in Fiscal 2025.
Purchase of stock-in-trade
Our purchase of stock-in-trade increased by 45.28%, or 30,794.10 million, to 98,797.52 million in Fiscal 2026 from 68,003.42 million in Fiscal 2025.
(Increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress
Our (increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress was 1,290.66 million in Fiscal 2025, compared to 1,393.88 million in Fiscal 2026.
As a result, Total COGS increased by 40.32%, or 40,176.60 million, to 139,828.13 million in Fiscal 2026 from 99,651.53 million in Fiscal 2025. The increase was primarily due to:
Total COGS in the Manufacturing Business segment increased by 48.68%, or 24,927.04 million, to 76,130.40 million in Fiscal 2026 from 51,203.36 million in Fiscal 2025, in line with the increase in revenue from our
Manufacturing Business segment.
Total COGS in the Ecosystem Business segment increased by 31.48%, or 15,249.55 million, to 63,697.72 million in Fiscal 2026 from 48,448.17 million in Fiscal 2025 in line with the increase in revenue from our Ecosystem Business segment.
Employee benefits expense
Our employee benefits expense increased by 34.87%, or 1,664.40 million, to 6,437.74 million in Fiscal 2026 from 4,773.34 million in Fiscal 2025, primarily due to ordinary course annual increases in salaries, wages and bonus and an increase in headcount to support the growth of our operations.
Finance costs
Our finance costs increased by 8.71%, or 293.54 million, to 3,662.24 million in Fiscal 2026 from 3,368.70 million in Fiscal
2025, primarily due to an increase in interest on borrowings from banks and financial institutions by 26.88%, or 159.02 million, to 750.51 million in Fiscal 2026 from 591.49 million in Fiscal 2025 and an increase in other borrowing costs by 5.27%, or
119.58 million, to 2,386.84 million in Fiscal 2026 from 2,267.26 million in Fiscal 2025.
Depreciation and amortization expenses
Our depreciation and amortization expenses increased by 22.16%, or 356.79 million, to 1,966.93 million in Fiscal 2026 from 1,610.14 million in Fiscal 2025 primarily due to an increase in depreciation on property, plant and equipment and depreciation of right of use assets.
Other expenses
Our other expenses increased by 55.68%, or 3,405.67 million, to 9,522.25 million in Fiscal 2026 from 6,116.58 million in Fiscal 2025, primarily due to an increase in freight charges by 230.62%, or 1,771.98 million, to 2,540.33 million in Fiscal 2026 from 768.35 million in Fiscal 2025, and an increase in subcontracting expenses of 50.84%, or 770.88 million, to 2,287.07 million in Fiscal 2026 from 1,516.19 million in Fiscal 2025.
Share of loss of joint ventures and associate
Our share of loss of joint ventures and associate decreased by 35.45%, or 216.94 million, to (395.07) million in Fiscal 2026 from (612.01) million in Fiscal 2025, due to a decrease in losses from our joint venture primarily engaged in the electronics business.
Exceptional items (net)
Our exceptional items (net) was (8,358.39) million in Fiscal 2026 compared to (835.49) million in Fiscal 2025, primarily due to fair value of increase in diluted holding to certain shareholders of (7,963.98) million in Fiscal 2026 due to adjustments to the conversion ratio of various classes of shares held by shareholders of our Company.
Tax Expense
Our total tax expense/(credit) increased by 355.89%, or 374.32 million, to 479.50 million in Fiscal 2026 from 105.18 million in Fiscal 2025, primarily due to an increase in current tax to 607.21 million in Fiscal 2026 from 79.19 million Fiscal 2025, mainly as a result of higher taxable income generated by certain subsidiaries.
Restated loss for the year from continuing operations
As a result of the foregoing our restated loss for the year from continuing operations increased by 348.41%, or 7,493.24 million, to (9,643.93) million in Fiscal 2026 from (2,150.69) million in Fiscal 2025.
Discontinued operations
Restated loss for the year from discontinued operations
Our restated loss for the year from discontinued operations increased by 312.35%, or 4,861.39 million, to (6,417.78) million in Fiscal 2026 from (1,556.39) million in Fiscal 2025 primarily due to exceptional items of discontinued operations of (4,530.00) million in respect of an impairment loss, as the realizable value of the Civil Infrastructure Works business was expected to be lower than the net asset value of the business segment.
Restated loss for the year
As a result of the foregoing, our restated loss for the year increased by 333.27%, or 12,354.63 million, to (16,061.71) million in Fiscal 2026 from (3,707.08) million in Fiscal 2025.
Fiscal 2025 compared to Fiscal 2024
Continuing operations
Income
Total income
Our total income decreased by 8.23%, or 10,312.29 million, to 114,922.28 million in Fiscal 2025 from 125,234.57 million in Fiscal 2024.
Revenue from operations
Our revenue from operations - continuing operations decreased by 8.35%, or 10,325.16 million, to 113,318.56 million in Fiscal 2025 from 123,643.72 million in Fiscal 2024.
Segment revenue - Manufacturing Business increased by 2.75%, or 1,672.51 million, to 62,491.02 million in Fiscal 2025 from 60,818.51 million in Fiscal 2024 despite macroeconomic headwinds primarily due to geopolitical uncertainties.
Segment revenue - Ecosystem Business decreased by 19.10%, or 11,997.67 million, to 50,827.54 million in Fiscal 2025 from 62,825.21 million in Fiscal 2024 primarily due to our exit from the trading of apparel, textiles and other products business in Fiscal 2024 to enhance focus on our core businesses which led to a decrease of 11,130.80 million from 11,722.37 million in Fiscal 2024 to 591.57 million in Fiscal 2025.
Consequently, our revenue from operations - continuing operations (excluding revenue from apparel, textile and other exited categories of ecosystem business) grew by 0.72%, or 805.64 million, from 111,921.35 million in Fiscal 2024 to 112,726.99 million in Fiscal 2025.
Other income
Our other income increased by 0.81%, or 12.87 million, to 1,603.72 million in Fiscal 2025 from 1,590.85 million in Fiscal
2024.
Expenses
Total expenses
Our total expenses decreased by 10.08%, or 12,955.21 million, to 115,520.29 million in Fiscal 2025 from 128,475.50 million in Fiscal 2024.
Total cost of goods sold
Cost of materials consumed (including materials for construction and project contracts)
Our cost of materials consumed (including materials for construction and project contracts) increased by 36.92%, or
8,185.62 million, to 30,357.45 million in Fiscal 2025 from 22,171.83 million in Fiscal 2024.
Purchase of stock-in-trade
Our purchase of stock-in-trade decreased by 27.89%, or 26,307.02 million, to 68,003.42 million in Fiscal 2025 from 94,310.44 million in Fiscal 2024.
(Increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress
Our (increase)/decrease in inventories of finished goods, stock-in-trade and work-in-progress was 1,290.66 million in Fiscal 2025 compared to (2,305.31) million in Fiscal 2024.
As a result, Total COGS decreased by 12.72%, or 14,525.42 million, to 99,651.53 million in Fiscal 2025 from 114,176.95 million in Fiscal 2024. The decrease was primarily due to:
Total COGS in the Ecosystem Business segment decreased by 20.90%, or 12,798.10 million, to 48,448.17 in Fiscal 2025 from 61,246.27 million in Fiscal 2024 primarily due to our exit from the trading of apparel, textiles and other products business in Fiscal 2024 to enhance focus on core businesses.
Total COGS in the Manufacturing Business segment decreased by 3.26%, or 1,727.32 million, to 51,203.36 million in Fiscal 2025 from 52,930.68 million in Fiscal 2024 primarily due to lower revenue in construction and project contracts.
Employee benefits expense
Our employee benefits expense increased by 12.55%, or 532.33 million, to 4,773.34 million in Fiscal 2025 from 4,241.01 million in Fiscal 2024, primarily due to ordinary course annual increases in salaries, wages and bonus.
Finance costs
Our finance costs were 3,368.70 million in Fiscal 2025 compared to 3,230.89 million in Fiscal 2024.
Depreciation and amortization expenses
Our depreciation and amortization expenses decreased by 11.42%, or 207.63 million, to 1,610.14 million in Fiscal 2025 from 1,817.77 million in Fiscal 2024 primarily due to accelerated amortization of certain computer software in Fiscal 2024 which was partially offset by increase in depreciation on account of capitalizations and acquisitions.
Other expenses
Our other expenses increased by 22.11%, or 1,107.71 million, to 6,116.58 million in Fiscal 2025 from 5,008.87 million in Fiscal 2024, primarily due to an increase in loss allowance on trade receivables, unbilled and other advances of 773.82 million and an increase in subcontracting expenses of 430.25 million in Fiscal 2025 compared to Fiscal 2024, partially offset by a decrease in freight charges and legal and professional expenses of 166.24 million.
Share of loss of joint ventures and associate
Our share of loss of joint ventures and associate was (612.01) million in Fiscal 2025 compared to (1,025.39) million in Fiscal 2024 from our joint venture primarily engaged in the electronics business.
Exceptional items (net)
Our exceptional items (net) was (835.49) million in Fiscal 2025, primarily due to restructuring expenses in connection with the exit from the legacy business of specialized storage tanks by one of our subsidiaries.
Tax Expense
Our total tax expense/(credit) decreased by 80.57%, or 436.08 million, to 105.18 million in Fiscal 2025 from 541.26 million in Fiscal 2024, primarily due to a decrease in deferred tax charge to 25.99 million in Fiscal 2025 from 423.78 million in Fiscal 2024.
Restated loss for the year from continuing operations
As a result of the foregoing our restated loss for the year from continuing operations decreased by 74.77%, or 6,374.62 million to (2,150.69) million in Fiscal 2025 from (8,525.31) million in Fiscal 2024.
Discontinued operations
Restated loss for the year from discontinued operations
Our restated loss for the year from discontinued operations increased by 137.92%, or 902.21 million, to (1,556.39) million in Fiscal 2025 from (654.18) million in Fiscal 2024 primarily due to a decrease in revenue from operations of the Civil
Infrastructure Works business.
Restated loss for the year
As a result of the foregoing, our restated loss for the year decreased by 59.62%, or 5,472.41 million to (3,707.08) million in Fiscal 2025 from (9,179.49) million in Fiscal 2024.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of March 31, 2026, we had 13,219.47 million in cash and cash equivalents and 11,218.45 million of bank balances other than cash and cash equivalents. As of March 31, 2026, we had 14,608.34 million in current liabilities-financial liabilities- borrowings which primarily included working capital loans, overdraft facilities, buyers credit payable, bills discounting facilities and current maturities of long term debt.
We believe our existing cash, cash equivalents, and proceeds from the Offer, along with available borrowings, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.
Cash Flows
The table below summarizes the statement of cash flows:
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Net cash flow used in operating activities | (6,815.29) | (3,862.85) | (2,815.40) |
| Net cash flow used in investing activities | (3,941.32) | (1,479.21) | (6,219.00) |
| Net cash flow from financing activities | 17,893.09 | 1,506.37 | 7,632.22 |
| Cash and cash equivalents at the end of the year | 8,611.01 | 1,492.32 | 5,328.42 |
Note: Cash and cash equivalents are after reducing bank overdraft in accordance with Ind AS 7: Statement of Cashflows
Operating Activities
Our net cash flow used in operating activities for Fiscal 2026 was 6,815.29 million, while our operating profit before working capital changes was 4,777.38 million. Working capital changes primarily consisted of an increase in other financial asset and other current assets of 7,149.69 million, an increase in trade receivables of 3,361.20 million, a decrease in acceptances of 3,190.74 million and a decrease in other financial liabilities and other current liabilities of 765.66 million, partially offset by an increase in trade payables of 1,783.75 million and a decrease in inventories of 1,475.50 million. Our income tax paid (net of refund) was 156.82 million for Fiscal 2026.
Our net cash flow used in operating activities for Fiscal 2025 was 3,862.85 million, while our operating profit before working capital changes was 4,037.31 million. Working capital changes primarily consisted of a decrease in trade payables of 9,897.57 million, an increase in other financial asset and other current assets of 2,420.50 million and a decrease in acceptances of 951.56 million, partially offset by a decrease in inventories of 2,546.06 million, an increase in other financial liabilities and other current liabilities of 2,128.81 million and a decrease in trade receivables of 1,051.46 million. Our income tax paid (net of refund) was 304.28 million for Fiscal 2025.
Our net cash flow used in operating activities for Fiscal 2024 was 2,815.40 million, while our operating profit before working capital changes was 1,933.10 million. Working capital changes primarily consisted of an increase in other financial asset and other current assets of 6,938.40 million, an increase in inventories of 3,099.42 million, a decrease in acceptances of 3,080.30 million, an increase in trade receivables of 1,563.26 million and a decrease in other financial liabilities and other current liabilities of 689.92 million, partially offset by an increase in trade payables of 11,266.20 million. Our income tax paid (net of refund) was 785.90 million for Fiscal 2024.
Investing Activities
Our net cash flow used in investing activities for Fiscal 2026 was 3,941.32 million, which primarily consisted of investment made in bank and corporate deposits of 16,123.50 million, acquisition of subsidiaries (net of cash and cash equivalents received) of 6,475.19 million, investment made in mutual funds of 1,429.48 million and purchase of property, plant and equipment and intangible assets (net of capital creditors) of 2,849.03 million, partially offset by redemption of bank and corporate deposits of 17,650.60 million, redemption of mutual funds of 2,378.09 million, interest received of 1,357.54 million and loans repaid from related parties, net of 1,138.85 million.
Our net cash flow used in investing activities for Fiscal 2025 was 1,479.21 million, which primarily consisted of investment made in mutual funds of 15,207.81 million, investment made in bank and corporate deposits of 8,289.82 million, loan given to related parties, net of 2,185.12 million, purchase of property, plant and equipment and intangible assets (net of capital creditors) of 1,947.48 million, and acquisition of subsidiaries (net of cash and cash equivalents received) of 1,436.55 million, partially offset by redemption of mutual funds of 14,478.85 million and redemption of bank and corporate deposits of 12,420.01 million.
Our net cash flow used in investing activities for Fiscal 2024 was 6,219.00 million, which primarily consisted of investment made in bank and corporate deposits of 12,274.00 million, investment made in mutual funds of 6,649.70 million, purchase of property, plant and equipment and intangible assets (net of capital creditors) of 3,537.93 million and acquisition of subsidiaries (net of cash and cash equivalents received) of 1,177.40 million, partially offset by redemption of bank and corporate deposits of 8,537.50 million, net redemption of mutual funds of 6,589.90 million and interest received of 2,589.20 million.
Financing Activities
Our net cash flow from financing activities for Fiscal 2026 was 17,893.09 million, which primarily included proceeds from issue of equity and cumulative compulsorily convertible preference shares (CCPS) (including securities premium), net of transaction costs of 6,119.67 million, proceeds from share application money towards compulsorily convertible preference share capital (CCPS) of 5,000.00 million, proceeds from term loans and debentures of 14,084.00 million and proceeds from short-term borrowings (net) of 1,724.85 million, partially offset by interest paid of 4,721.13 million, repayment of term loans and debentures of 3,232.43 million, and payment of principal portion of lease liabilities of 1,056.83 million.
Our net cash flow from financing activities for Fiscal 2025 was 1,506.37 million, which primarily included proceeds from issue of equity and cumulative compulsorily convertible preference shares (CCPS) (including securities premium), net of transaction costs of 6,753.27 million and proceeds from term loans and debentures of 711.30 million, partially offset by interest paid of 3,899.71 million, repayment of term loans and debentures of 1,490.44 million, and payment of principal portion of lease liabilities of 776.72 million.
Our net cash flow from financing activities for Fiscal 2024 was 7,632.22 million, which primarily included proceeds from term loans and debentures of 13,491.90 million and proceeds from issue of equity and cumulative compulsorily convertible preference shares (CCPS) (including securities premium), net of transaction costs of 11,253.50 million, partially offset by repayment of term loans and debentures of 12,079.90 million, interest paid of 4,256.57 million, and payment of principal portion of lease liabilities of 467.50 million.
Indebtedness
As of March 31, 2026, we had current liabilities-financial liabilities-borrowings of 14,608.34 million and non-current liabilities-financial liabilities-borrowings of 4,753.28 million. Current borrowings consisted of working capital loans, overdraft facilities, bills discounting facilities and current maturities of long term debts. Non-current borrowings consisted of non-convertible redeemable debentures and term loans.
Cash Outflow for Capital Expenditures
During Fiscals 2026, 2025 and 2024, our purchase of property, plant and equipment and intangible assets (net of capital creditors) were 2,849.03 million, 1,947.48 million and 3,537.93 million respectively. The capital expenditure is a mix of growth capital expenditure and maintenance capital expenditure. For additional information on our properties, see "Our Business Properties" on page 326.
Contractual Obligations
The table below sets forth our contractual obligations with definitive payment terms as of March 31, 2026. These obligations primarily relate to trade payables.
| Particulars | On demand | Within 1 year | 1-5 years | More than 5 years | Total |
| ( million) | |||||
| Trade payables | - | 21,992.75 | - | - | 21,992.75 |
Contingent Liabilities
The following table sets forth our contingent liabilities as of March 31, 2026, as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
| Particulars | As of March 31, 2026 |
| ( million) | |
| Guarantees | |
| Corporate guarantees | 3,792.90 |
| Bank guarantees | 6,739.24 |
| Other contingent liabilities | |
| Income tax related matters | 102.42 |
| Central excise matters | 461.66 |
| Goods and services tax related matters | 583.87 |
| Claims against the Group not acknowledged as debts | - |
Notes:
(1) Guarantees represent the bank and corporate guarantees given to joint ventures and associate. (2) Income tax related matters
(i) Pursuant to income tax search conducted in earlier years, we received an Order u/s 143(3) of Income Tax Act, 1961, demanding 116.18 million
(excluding interest and penalty) for AY 2021-22 disallowing certain expenses. We filed an appeal before the Commissioner of Income-tax (Appeals) against the assessment order and paid tax under protest of 23.24 million (March 31, 2025: 23.24 million and March 31, 2024: 23.24 million) which is now pending before CIT(A) for hearing. Further, while the appeal was pending disposal, refund amounting to 92.94 million (March 31,
2025: 92.94 million and March 31, 2024: Nil) for AY 2022-23 was adjusted against the demand of AY 2021-22. Thereafter, on 26 February 2026, we received a favorable order against the aforesaid appeal, and the majority of demand was squashed. The Order also included certain disallowance/additions which we believe that we have sufficient brought forward losses and unabsorbed depreciation available to set off the disallowance/additions determined in the order and no further outflow is expected. Subsequently, we have also received Order Giving Effect ("OGE") dated 22 May 2026 and accordingly have also received refund of 139.77 million (including interest), being amount paid under protest/adjusted for AY 2021-22. (ii) We had received an order u/s 147 of Income Tax Act, 1961 for AY 2020-21 disallowing certain expenses which resulted in reduction in the carry forward losses and a demand of 1.38 million (March 31, 2025: 1.38 million and March 31, 2024: Nil) was raised. Subsequently, the department adjusted a portion of the demand amounting to 0.77 million (March 31, 2025: 0.77 million and March 31, 2024: Nil) against the refund for AY 2022-23. Thereafter, on 28 April 2026, we received a favourable order from the Commissioner of Income-Tax (Appeals) wherein the majority of the demand was dropped and we are eligible for refund (along with interest) of the demand paid under protest/adjusted against the refund. We have also received certain transfer pricing adjustments by an order u/s 143(3) for AY 2022-23 which are adjusted against the brought forward business losses with no tax demand being raised therein. We have filed an appeal against the order which is pending disposal. Based on internal assessment, management is confident of favourable outcome and considering that this is a mere adjustment to losses, accordingly, no provision has been made in the Restated Consolidated Summary Statements. (iii) Zet Town India Private Limited ("ZTIPL") received an order u/s 143(3) of Income Tax Act, 1961 for AY 2023-24 disallowing certain expenses as well as short-term loans availed were treated as unexplained cash credits under section 68 of the Act, primarily due to non-receipt of confirmations from NBFC lenders in response to notices issued under section 133(6) and a demand of 99.65 million (March 31, 2025: Nil and March 31, 2024: Nil) was raised. ZTIPL has filed an appeal before the Commissioner of Income-tax (Appeals) subsequently and the matter is pending adjudication. Zet Town is confident of favourable outcome and hence no provisions are created. (3) Central excise matters (i) Smile Electronics Limited ("Smile") has received orders from the Customs, Excise And Service Tax Appellate Tribunal ("CESTAT"), Bengaluru on demand aggregating to 434.94 million (March 31, 2025: 434.94 million and March 31, 2024: Nil) for the years 2007-2017, pertaining to payment of excise duty on material cleared as a job worker which was not subject to duty as per the provisions of Central Excise Act, 1944. Smile had preferred appeal against the said demand and it was pending for disposal with the CESTAT. The CESTAT allowed the appeal by Smile to the extent the demand related to the extended period. However, the Central Excise Authorities have filed an appeal before the Karnataka High Court on this favourable ruling of the CESTAT. To the extent the demand related to the normal period of limitation, the CESTAT held that there cannot be a duty liability on Smile where the supplier of raw materials had cleared the goods either on payment of duty or under various exemptions as claimed by them. The CESTAT then remanded the case back to the adjudication officers for examining the above fact pattern. Smile has paid 36.46 million (March 31, 2025: 36.46 million and March 31, 2024: Nil) under protest. Smile has made necessary submissions before the High Court and the Adjudication authorities. Smile also believes that any liability on account of the said matters is not probable and hence no provisions are created. (ii) During the year ended March 31, 2026, we received orders under the Customs Act, 1962 on the issue of duty drawback of Customs, amounting to
17.21 million. We have filed an appeal before the Commissioner (Appeals) against the order and deposited under protest 1.28 million (March 31, 2025: Nil and March 31, 2024: Nil). Based on internal assessments, management is confident of favourable outcomes in respect of the aforementioned matters and accordingly, no provision has been made in the Restated Consolidated Summary Statements. (iii) Kryfs Power Components Limited ("KPCL") has received demand order under the Customs Act, 1962 due to disputes in valuation at the time of import of goods during the period December 2016 to January 2017 for 2.42 million. KPCL has received a favourable order from the Customs Appellate Authority who has remanded the case to the original Adjudicating Authority and the case is now pending before such authority. Based on internal assessments and there is a favourable order on record, KPCL is confident of a favourable outcome and hence no provision is required to be made in the Restated Consolidated Summary Statements. (4) Goods and services tax related matters (i) We have outstanding demand orders on Goods and Service Tax ("GST") for the years 2017-2026, amounting to 91.23 million (March 31, 2025:
180.59 million and March 31, 2024: Nil) (including interest and penalty where applicable) on issues such as input credit mismatches, GST assessments, vehicle seizure, etc. During the year ended March 31, 2026, we received certain favourable orders of 147.96 million. Further, we also received additional demand orders on issues such as input credit mismatches, GST assessments, vehicle seizure, etc. of 58.60 million. We are litigating these demands and have filed appeals which are pending for hearing before the GST Appellate Authorities. In this regard, we have also deposited 11.99 million (March 31, 2025: 8.80 million and March 31, 2024: Nil) under protest against these demands. Based on internal assessments, management is confident of favourable outcome in respect of the aforementioned matters and accordingly, no provision has been made in the Restated Consolidated Summary Statements. (ii) TERRA91 International Private Limited ("TERRA") has received goods and services tax demand orders on vehicle seizure cases for 14.09 million
(March 31, 2025: 3.11 million and March 31, 2024: Nil) which is fully paid under protest and continues to be disputed. Subsequent to the year ended March 31, 2026, TERRA received a demand order dated 21 July 2026 from the Goods and Services Tax authorities ("GST Authorities") amounting to 458.89 million (including interest and penalties) in respect of financial year 2025-26, primarily in relation to certain observations noted by the GST Authorities during inspection. TERRA is in the process of filing an appeal against the said demand order. Based on advice from its tax consultant and internal assessment, TERRA believes that its position will be upheld at various appellate forums where the matters are pending. Pending final outcome of the disputes, management is of the view that no provision is required to be made in the Restated Consolidated Summary Statements. (iii) KPCL has received demand orders on GST for the years July 2017 to May 2018, amounting to 0.72 million on issues relating to GST transitional credits. KPCL is litigating these demands and has filed appeals which are pending for hearing before the GST Appellate Authorities. Based on internal assessments, management is confident of favourable outcome in respect of the aforementioned matters and accordingly, no provision has been made in the Restated Consolidated Summary Statements. (iv) Kryfs Transformers Private Limited ("KTPL") has received demand notices on GST for the years 2019-2021, amounting to 3.16 million on input credit mismatch. KTPL is litigating these demands and has filed appeals which are pending for hearing before the GST Appellate Authorities. Management is confident of favourable outcome in respect of the aforementioned matters and accordingly, no provision has been made in the Restated Consolidated Summary Statements. (v) Sharp Tanks and Structurals Private Limited ("STSPL") has received GST / Value Added Taxes ("VAT") / Service Tax ("ST") demand orders of 9.24 million (March 31, 2025: 13.33 million and March 31, 2024: Nil). STSPL is litigating these demands and has filed appeals which are pending for hearing before the Appellate Authorities. Management is confident of favourable outcome in respect of the aforementioned matters and accordingly, no provision has been made in the Restated Consolidated Summary Statements. (vi) Zetfab India Private Limited ("Zetfab") has received goods and services tax demand orders for 6.47 million (March 31, 2025: 6.47 million and March 31, 2024: 2.28 million). Zetfab is litigating these demands and has filed appeals and has also deposited 0.40 million (March 31, 2025: 0.17 million and March 31, 2024: 0.17 million) which are pending for hearing before the GST Appellate Authorities. Based on internal assessments, management is confident of favourable outcome in respect of the aforementioned matter and accordingly, no provision is required to be made in the Restated Consolidated Summary Statements.
(5) Claims against us not acknowledged as debts
(i) We have certain litigation involving contract worker and various other legal proceedings/claims which have arisen in the ordinary course of business. Our management is of the view that these claims are not legally tenable and are reasonably not expected to have material financial impact when ultimately concluded and determined. (ii) Zetwerk Manufacturing SG Pte. Ltd. ("Zetwerk SG", Subsidiary Company) along with the Holding Company is under dispute with HDFC Bank Limited ("HDFC Claimant") related to the Invoices discounted by Right Health Platter Private Limited ("RHPPL"). HDFC Bank Limited has made a claim of outstanding amount of USD 4.41 million along with the interest at 18% per annum related to 19 invoices raised by RHPPL on Zetwerk between December 2022 and May 2023 and discounted by HDFC Bank Limited. We have sufficient ground to believe and have filed the response refuting all allegations, stating that the RHPPL Invoices were fraudulent, fabricated, and not supported by valid purchase orders. Consequently, the DRT, vide an order dated December 4, 2024 ("DRT Order"), recalled its earlier status quo order and dismissed the Interim Application. HDFC Bank Limited has filed an appeal dated December 16, 2024 ("HDFC Appeal") before the Debts Recovery Appellate Tribunal, Chennai ("DRAT") under section 20(3) of the Recovery of Debts and Bankruptcy Act, 1993, challenging the DRT Order, along with an interim application dated December 16, 2024 ("Stay Application") to stay the DRT Order and has also filed a separate application dated December 9, 2024 ("Recall Application") before the DRT to recall the DRT Order. As on date, the Original Application and the Recall Application are pending before the DRT, while the HDFC Appeal and the Stay Application are pending before the DRAT. Based on legal opinion, our management believes that we have a strong ground and expect that the ultimate outcome of the proceeding will not have a material financial implication. (iii) As at 31 March 2026, there are receivables amounting to 886.06 million (31 March 2025: 815.65 million and 31 March 2024: Nil) from one of the large Bangladesh based customer in respect of construction of a A200 MW(AC) solar photovoltaic plant at Sundarganj, Gaibandha district Rangpur division, Bangladesh which was executed as consortium of parties. We were pursuing Provisional Acceptance Certificate and other activities required for release of aforesaid amount, which were delayed due to current geo-political development in Bangladesh. We have completed all our performance obligations under the contract and aforesaid acceptance certificate and other activities are dependent upon completion of the project which is delayed. Due to non-payment by the Respondent, we along with other consortium partner (together as "SIAC Claimants") initiated arbitration proceedings against Teesta Solar Limited ("Teesta") vide a notice of arbitration, filed before the Singapore International Arbitration Centre ("SIAC") pertaining to the alleged non-payment of contractual dues along with interest and penalty. Subsequently, Teesta filed a response and counter claim, for approximately 1,490.00 million (USD 15.94 million) against the SIAC Claimants alleging failure to provide the requisite security (performance guarantees) amounting to 801.70 million (USD 8.75 million). Based on legal advice, our management is reasonably confident of successful outcome and realising the aforesaid receivables and does not expect any incremental financial impact. (iv) We are involved in a dispute with R.G. Buildwell Engineers Limited ("RG Buildwell") in relation to an EPC project undertaken for the Public Works Department, National Highway Zone, Bhopal, Government of Madhya Pradesh. RG Buildwell filed a pre-institution mediation proceedings, alleging breach of contractual obligations, non-performance, delay, quality deficiencies and abandonment of works by Zetwerk and sought recovery of 1,690.30 million. We are in the process of filing of counter claim. Based on legal opinion, management believes that we have a strong ground and expect that the ultimate outcome of the proceeding will not have a material financial implication and is of the view that overall recoverable amount of approximately 593.60 million (comprising of unbilled revenue of 357.64 million, accounts receivable of 163.91 million and bank guarantee of 72.05 million) is good and would be realised in due course.
(v) The Holding Company and its subsidiaries namely Unimacts Global LLC and Zetwerk Manufacturing USA Inc. (collectively, the "Plaintiffs"), filed a petition on October 17, 2025 before the 80th District Court of Harris County, Texas ("Texas District Court") against Ayr Energy Inc. ("Ayr Energy"), alleging misappropriation of trade secrets and breach of fiduciary duties. The Plaintiffs claimed damages of approximately 7,197.96 million (USD 77.00 million) towards lost of customer contracts and sought disgorgement exceeding 9,348.00 million (USD 100.00 million). Ayr Energy also filed claims against the Plaintiffs before the California Federal Court which was subsequently withdrawn by Ayr Energy before scheduled hearing. Ayr Energy filed counterclaims before U.S. International Trade Commission ("US Trade Commission"), alleging trade secret misappropriation and trademark infringement relating to transformer technology and seeking damages of approximately 93,480.00 million (USD 1,000.00 million). Based on legal advice, our management believes that we have a strong ground and expect that the ultimate outcome of the proceeding will not have a material financial implication on us.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements that would materially affect our financial condition or results of operations.
Related Party Transactions
We enter into various transactions with related parties. For further information see "Other Financial Information Related Party Transactions" on page 522.
Seasonality
Our operations are not impacted by seasonality.
Quantitative and Qualitative Disclosures about Market Risks
We are exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. Our risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. We do not engage in trading of financial assets for speculative purposes.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments. We manage our market risk by diversifying our portfolio across various investments. We are exposed to interest rate risk since our working capital borrowings are in floating rate.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities (when revenue or expense is denominated in a different currency from our functional currency).
The summary of quantitative data about our exposure to currency risk from non derivative financial instruments is as follows:
| Particulars | Trade Receivables | |||||
| As at March 31, | As at March 31, | |||||
| 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | |
| (Amount in Foreign Currency) | (Amount in million) | |||||
| USD | 14.89 | 11.20 | 17.08 | 1,397.51 | 956.88 | 1,424.11 |
| AED | - | - | 0.10 | - | - | 0.10 |
| SGD | - | - | 1.69 | - | - | 1.69 |
| GBP | -* | - | -* | 0.27 | - | 0.06 |
| EUR | 2.79 | 2.66 | 0.03 | 301.88 | 240.36 | 0.31 |
* Nil due to rounding off to million.
| Particulars | Trade Payables | |||||
| As at March 31, | As at March 31, | |||||
| 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | |
| (Amount in Foreign Currency) | (Amount in million) | |||||
| USD | 35.79 | 4.10 | 8.97 | 3,354.22 | 357.02 | 747.54 |
| Particulars | Trade Payables | |||||
| As at March 31, | As at March 31, | |||||
| 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | |
| (Amount in Foreign Currency) | (Amount in million) | |||||
| GBP | 0.11 | 0.10 | - | 13.31 | 11.30 | - |
| AED | 0.07 | - | -* | 1.75 | - | 0.31 |
| SGD | 0.02 | - | 0.08 | 1.14 | - | 5.10 |
| EUR | 7.39 | 1.89 | 0.44 | 798.99 | 127.17 | 39.26 |
| DKK | - | 31.50 | 5.90 | - | 382.70 | 68.67 |
| SEK | - | - | -* | - | - | 0.29 |
| JPY | - | 300.30 | 250.40 | - | 171.40 | 141.90 |
| BDT | 0.24 | 0.76 | 0.67 | 0.18 | 0.53 | 0.47 |
| CNY | 3.55 | - | - | 48.21 | - | - |
* Nil due to rounding off to million.
| Particulars | Lease liabilities | |||||
| As at March 31, | As at March 31, | |||||
| 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | |
| (Amount in Foreign Currency) | (Amount in million) | |||||
| BDT | - | - | 23.31 | - | - | 17.71 |
Sensitivity analysis for Foreign currency risk
The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate (or any other material currency), with all other variables held constant, of our loss before tax (due to changes in the fair value of monetary assets and liabilities). Our exposure to foreign currency changes for all other currencies is not material.
| Particulars | Change in | Effect on loss before tax | ||
| Percentage (%) | 2026 | As at March 31, 2025 | 2024 | |
| ( million) | ||||
| USD | +5 | (97.84) | 29.99 | 33.83 |
| -5 | 97.84 | (29.99) | (33.83) | |
| AED | +5 | (0.09) | - | (0.01) |
| -5 | 0.09 | - | 0.01 | |
| GBP | +5 | (0.65) | (0.57) | -* |
| -5 | 0.65 | 0.57 | -* | |
| SGD | +5 | (0.06) | - | (0.25) |
| -5 | 0.06 | - | 0.25 | |
| EUR | +5 | (24.86) | 5.66 | (1.95) |
| -5 | 24.86 | (5.66) | 1.95 | |
| DKK | +5 | - | (19.14) | (3.43) |
| -5 | - | 19.14 | 3.43 | |
| CNY | +5 | (2.41) | - | - |
| -5 | 2.41 | - | - | |
| SEK | +5 | - | - | (0.01) |
| -5 | - | - | 0.01 | |
| JPY | +5 | - | (8.57) | (7.10) |
| -5 | - | 8.57 | 7.10 | |
| BDT | +5 | (0.01) | (0.03) | (0.91) |
| -5 | 0.01 | 0.03 | 0.91 |
* Nil due to rounding off to million.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of change in interest rate relates primarily to our borrowing or deposits which carries floating rate of interest. During the year we have borrowings which carry both fixed and floating interest rate and we do not have any exposure against the interest rate risk in the financial assets.
Sensitivity analysis for interest rate risk
| Particulars | Effect on loss before tax | ||
| As at March 31, | |||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Increase by 1% | 91.58 | 155.19 | 64.34 |
| Decrease by 1% | (91.58) | (155.19) | (64.34) |
Equity price risk
We are not an active investor in equity markets and do not hold any investment in equity for long term value accretion. Hence, we are not exposed to equity price risk.
Commodity price risk
We are exposed to commodity price fluctuations, particularly in ferrous and non-ferrous products such as steel, aluminium, zinc, and copper. Price volatility in these raw materials can impact the cost of sales and profitability. To mitigate this risk, we engage in future contracts on commodity exchanges like MCX and LME. Regular reviews of market trends and strategic pricing decisions help manage the potential impact of these fluctuations on financial performance. The sensitivity analysis is provided below factoring the Mark to market gain or loss on the commodity future contracts taken by us.
| As of March 31, 2026 | Effect on loss before tax | ||||
| Copper | Lead | Aluminum | Zinc | Nickel | |
| ( million) | |||||
| Increase by 5% | 14.54 | 1.52 | (87.38) | (59.83) | (9.98) |
| Decrease by 5% | (14.54) | (1.52) | 87.38 | 59.83 | 9.98 |
| As of March 31, 2025 | Effect on loss before tax | ||||
| Copper | Lead | Aluminum | Zinc | Tin | |
| ( million) | |||||
| Increase by 5% | - | -* | (3.63) | (44.52) | (7.11) |
| Decrease by 5% | - | -* | 3.63 | 44.52 | 7.11 |
* Nil due to rounding off to million.
| As of March 31, 2024 | Effect on loss before tax | ||||
| Copper | Lead | Aluminum | Zinc | Silver | |
| ( million) | |||||
| Increase by 5% | (0.38) | (0.11) | (2.10) | (0.40) | (0.76) |
| Decrease by 5% | 0.38 | 0.11 | 2.10 | 0.40 | 0.76 |
Credit risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.
Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by our management.
Trade receivables
We establish an allowance for impairment that represents our estimate of expected losses in respect of trade receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to 29,242.13 million as of March 31, 2026 (March 31, 2025: 25,172.30 million and March 31, 2024: 28,133.49 million). Trade receivables are generally non interest bearing and are on terms of 30 to 90 days. The movement in allowance for impairment in respect of trade receivables during the year was as follows:
| Particulars | As of March 31, | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Balance at the beginning of the year | 4,011.40 | 3,556.33 | 548.23 |
| Addition on account of acquisition | 188.86 | 69.10 | - |
| Allowance created during the year* | 234.30 | 385.97 | 3,008.10 |
| Bad debts written off | (662.55) | - | - |
| Particulars | As of March 31, | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Discontinued operations | (64.67) | - | - |
| Balance at the end of the year | 3,707.34 | 4,011.40 | 3,556.33 |
* Includes (reversal)/ created of (81.12) million (March 31, 2025: 230.01 million and March 31, 2024: Nil) which pertains to discontinued operations.
Other current assets - unbilled revenue
We establish an allowance for impairment that represents our estimate of expected losses in respect of unbilled revenue based on their ageing. The maximum exposure to credit risk as at reporting date is primarily from unbilled revenue amounting to
5,030.11 million as of March 31, 2026 (March 31, 2025: 14,166.62 million and March 31, 2024: 11,872.17 million). The movement in allowance for impairment in respect of unbilled revenue during the year was as follows:
| Particulars | As of March 31, | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Opening balance | 840.00 | - | - |
| Provision during the year* | 4,160.00 | 840.00 | - |
| Discontinued operations | (4,160.00) | - | - |
| Closing balance | 840.00 | 840.00 | - |
* Includes provision created of 4,160.00 million (March 31, 2025: Nil and March 31, 2024: Nil) which pertains to discontinued operations.
Other receivables
We establish an allowance for impairment that represents our estimate of expected losses in respect of other receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from other receivables amounting to nil as of March 31, 2026 (March 31, 2025: 6.61 million and March 31, 2024: 16.73 million). The movement in allowance for impairment in respect of trade and other receivables during the year was as follows:
| Particulars | As of March 31, | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Opening balance | 4.57 | 4.57 | - |
| Provision during the year | - | - | 4.57 |
| Transfer to loans to others during the year | (4.57) | - | - |
| Closing balance | - | 4.57 | 4.57 |
Loans to others
We establish an allowance for impairment that represents our estimate of expected losses in respect of loans to others based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from loans to others amounting to 701.46 million as of March 31, 2026 (March 31, 2025: 2,651.70 million and March 31, 2024: 292.81 million). The movement in allowance for impairment in respect of loans to others during the year was as follows:
| Particulars | As of March 31, | ||
| 2026 | 2025 | 2024 | |
| ( million) | |||
| Opening balance | 92.81 | 92.81 | - |
| Transfer from other receivables during the year | 4.57 | - | - |
| Provision during the year | 0.99 | - | 92.81 |
| Closing balance | 98.37 | 92.81 | 92.81 |
Financial instruments and deposit
Credit risk on cash and cash equivalents and inter-company deposits is limited as the Holding Company generally transacts with banks with high credit ratings assigned by international and domestic credit rating agencies and its own subsidiaries. Investments of surplus funds, temporarily, are made only with approved counterparties, mainly mutual funds, who meet the minimum threshold requirements under the counterparty risk assessment process.
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Also, we have unutilized credit limits with banks.
The table below summarizes the maturity profile of our financial liabilities:
| As of March 31, 2026 | Carrying value | 0 to 1 year | 1 to 5 yr | More than 5 years | Total |
| ( million) | |||||
| Current Liabilities-Financial Liabilities-Borrowings | 14,608.34 | 14,608.34 | - | - | 14,608.34 |
| Borrowings (Non-current) (undiscounted) | 4,444.08 | - | 4,563.72 | 39.10 | 4,602.82 |
| Trade payables | 21,992.75 | 21,992.75 | - | - | 21,992.75 |
| Acceptances | 10,144.50 | 10,144.50 | - | - | 10,144.50 |
| Lease liabilities (undiscounted) | 4,022.20 | 1,432.47 | 2,969.81 | 720.76 | 5,123.04 |
| Current Liabilities - Financial liabilities - Other | 3,697.66 | 3,986.34 | - | - | 3,986.34 |
| Financial Liabilities | |||||
| Other financial liabilities (Non-current) (undiscounted) | 4,291.96 | - | 5,293.27 | - | 5,293.27 |
| Total | 63,201.49 | 52,164.40 | 12,826.80 | 759.86 | 65,751.06 |
| As of March 31, 2025 | Carrying value | 0 to 1 year | 1 to 5 yr | More than 5 years | Total |
| ( million) | |||||
| Current Liabilities-Financial Liabilities-Borrowings | 17,054.69 | 17,054.69 | - | - | 17,054.69 |
| Borrowings (Non-current) (undiscounted) | 410.81 | - | 384.15 | 131.43 | 515.58 |
| Trade payables | 19,551.49 | 19,551.49 | - | - | 19,551.49 |
| Acceptances | 10,150.07 | 10,150.07 | - | - | 10,150.07 |
| Lease liabilities (undiscounted) | 2,523.13 | 856.94 | 1,878.96 | 344.30 | 3,080.20 |
| Current Liabilities - Financial liabilities - Other Financial Liabilities | 828.87 | 828.87 | - | - | 828.87 |
| Other financial liabilities (Non-current) (undiscounted) | 6.38 | - | 6.38 | - | 6.38 |
| Total | 50,525.44 | 48,442.06 | 2,269.49 | 475.73 | 51,187.28 |
| As of March 31, 2024 | Carrying value | 0 to 1 year | 1 to 5 yr | More than 5 years | Total |
| ( million) | |||||
| Current Liabilities-Financial Liabilities-Borrowings | 11,585.58 | 11,585.58 | - | - | 11,585.58 |
| Borrowings (Non-current) (undiscounted) | 735.44 | - | 738.33 | - | 738.33 |
| Trade payables | 30,039.84 | 30,039.84 | - | - | 30,039.84 |
| Acceptances | 11,148.36 | 11,148.36 | - | - | 11,148.36 |
| Lease liabilities (undiscounted) | 1,703.05 | 691.61 | 1,259.91 | 104.48 | 2,056.00 |
| Current Liabilities - Financial liabilities - Other Financial | 1,323.69 | 1,323.69 | - | - | 1,323.69 |
| Liabilities | |||||
| Total | 56,535.96 | 54,789.08 | 1,998.24 | 104.48 | 56,891.80 |
Significant Economic Changes
Other than as described elsewhere in this Updated Draft Red Herring Prospectus - I, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.
Unusual or Infrequent Events of Transactions
Except as described in this Updated Draft Red Herring Prospectus - I, there have been no other events or transactions that may be described as "unusual" or "infrequent".
Known Trends or Uncertainties
Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled
" Principal Factors Affecting Our Financial Condition and Results of Operations" and the uncertainties described in the section titled "Risk Factors" beginning on pages 534 and page 30, respectively. Except as described or anticipated in this Updated Draft Red Herring Prospectus - I, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.
Future Relationship Between Cost and Income
Other than as described elsewhere in this Updated Draft Red Herring Prospectus - I, there are no known factors that might affect the future relationship between costs and revenues.
Reservations, qualifications, emphasis of matters or adverse remarks
Below is a summary of the reservations, qualifications, matters of emphasis or adverse remarks for the periods disclosed in the examination report which are included in their auditors reports on our consolidated financial statements for the Fiscals indicated:
New Products or Business Segments
Except as disclosed in "Our Business" beginning on page 288 and products that we announce in the ordinary course of business, we have not announced and do not expect to announce in the near future any new products or business segments.
Supplier or Customer Concentration
Our top 10 suppliers contributed to 38.18%, 39.59% and 36.87% of our total expenses for the Fiscals 2026, 2025 and 2024, respectively. For further details, see "Risk Factors Internal Risks Our top 10 suppliers contributed to 38.18%, 39.59% and 36.87% of our total expenses for continuing operations for the Fiscals 2026, 2025 and 2024, respectively. Any disruption in the supply or quality from these suppliers could adversely affect our business, results of operations, financial condition, cash flows, and reputation." on page 35.
Our top 10 customers accounted for 35.90%, 26.89% and 22.37% of our revenue from operations for the Fiscals 2026, 2025 and 2024, respectively. For further details, see "Risk Factors Internal Risks Our top 10 customers accounted for 35.90%, 26.89% and 22.37% of our revenue from operations for the Fiscals 2026, 2025 and 2024, respectively. If we fail to retain or expand our network of customers our business, financial condition, cash flows and results of operations may be adversely affected." on page 37.
Competitive Conditions
We operate in a competitive environment. For information on our competitive conditions and our competitors, see "Industry Overview", "Risk Factors Internal Risks We operate in highly competitive industries, and if we are not able to compete effectively, our business could be adversely affected." and "Our Business Competition" on pages 260, 46 and 324, respectively.
Significant Developments after March 31, 2026 that may affect our future results of operations
On April 2, 2026, our Company issued 11,695,906 and 17,543,860 Series F3 CCPS of face value 10 each to the Wealth
Company Alternates Trust Bharat Value Fund 2 and the Wealth Company Alternates Trust Bharat Value Fund 3 respectively against the share application money pending allotment.
On July 3, 2026, our Company issued and allotted 2,339,181 Series F3 CCPS of face 10 each to Susquehanna Asia Technology
Pty Ltd.
On July 22, 2026, our Board of Directors approved the conversion of 452,255,432 Bonus CCPS into 261,180,491 equity shares, in accordance with the terms and rights set out in the Shareholders Agreement.
On July 23, 2026, our Board of Directors approved the reorganisation of our Companys authorised share capital through the cancellation of 452,255,432 Bonus CCPS of face value 100 each and the corresponding increase in our authorised equity share capital by 45,225,543,200 equity shares of face value 1 each.
On July 24, 2026, our Board of Directors approved the acquisition of a 65% stake in KJV Alloy Conductors Private Limited, along with a forward commitment to acquire the remaining 35% stake.
On July 24, 2026, our Board of Directors approved the acquisition of a 49% stake in Kadet Defence Systems Private Limited. As of the date of this Updated Draft Red Herring Prospectus I, our Company is in the process of executing the transaction documents for the proposed acquisition.
Except as stated above and in this Updated Draft Red Herring Prospectus - I, no circumstances have arisen since the date of the Restated Consolidated Financial Information as disclosed in this Updated Draft Red Herring Prospectus - I which materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
Critical Accounting Policies
Basis of Consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. Control exists when the parent has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns
The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the Restated Consolidated Summary Statement from the date the Group gains control until the date the Group ceases to control the subsidiary.
Restated Consolidated Summary Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Restated Consolidated Summary Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group members financial statements in preparing the Restated Consolidated Summary Statements to ensure conformity with the Groups accounting policies. The Restated Summary Statements of all entities used for the purpose of consolidation are same reporting date as that of the Holding Company i.e. year ended on 31 March.
When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent, to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.
Consolidation Procedure
Combine like items of assets, liabilities, equity, income, and expenses of the parent with those of its subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the consolidated financial statements at the acquisition date Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary.
Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.
Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiary to bring their accounting policies in line with the Holding Companys accounting policies. All intra-group assets, liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. If the Holding Company loses control over a subsidiary, it:
Derecognises the assets (including goodwill) and liabilities of the subsidiary
Derecognises the carrying amount of any non-controlling interests
Derecognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parents share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed off the related assets or liabilities.
Investments in joint ventures and associates
Investments in associates and joint ventures are consolidated using equity method as per Ind AS 28 ‘Investment in Associates and Joint Ventures. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter, post-acquisition attributable profit/(losses) are adjusted in the carrying value of investment upto the Group investment in the joint venture and associate.
If an entitys share of losses of an associate or a joint venture equal or exceeds its interest in the associate or joint venture (which includes any long-term interest that, in substance, form part of the Groups net investment in the associate or joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
Non-current assets (or disposal group) held for sale and discontinued operations
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use and a sale is considered highly probable. The group treats sale of the asset or disposal group to be highly probable when:
The appropriate level of management is committed to a plan to sell the asset (or disposal group),
An active programme to locate a buyer and complete the plan has been initiated (if applicable),
The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.
Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale. Interest and other expenses attributable to liabilities of a disposal group classified as held for sale continue to be recognised.
Assets and liabilities classified as held for sale are presented separately from other items in the Restated Consolidated Summary Statement of Assets and Liabilities.
Discontinued operations are excluded from the results of continuing operations and are presented separately as ‘profit or loss before tax from discontinued operations, tax expense/(income) of discontinued operations, and ‘profit or loss after tax from discontinued operations, in the Restated Consolidated Summary Statement of Profit and Loss.
Additional disclosures are provided in Note 48. All other notes to the Restated Consolidated Summary Statements mainly include amounts for continuing operations, unless otherwise mentioned.
Investment properties
Properties which is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is classified as investment properties. Investment properties is measured initially at its cost, including related transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Subsequent expenditure is capitalised to the assets carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance costs are expensed when incurred. Depreciation on investment properties is provided on a pro rata basis on straight line method over the estimated useful lives. Useful life of assets, as assessed by the Management, corresponds to those prescribed by Schedule II- Part ‘C of the Companies Act, 2013. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period of derecognition. Though the Group measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer.
Current versus non-current classification
We segregate assets and liabilities into current and non-current categories for presentation in the balance sheet after considering its normal operating cycle and other criteria set out in Ind AS 1, "Presentation of Financial Statements". For this purpose, current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. We have identified period up to twelve months as its operating cycle.
Business combination
Acquisitions of businesses are accounted for using the acquisition method, other than those accounted for entities under common control. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by us, liabilities incurred by us to the former owners of the acquiree, the equity interests issued by us in exchange of control of the acquiree and fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are generally recognised in the Consolidated Statement of Profit and Loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively.
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 initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.
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. Goodwill is not amortised but it is tested for impairment.
For the purposes of impairment testing, goodwill is allocated to each of our 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 the Consolidated Statement of Profit and Loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, we depreciate them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
We identify and determines cost of each component/ part of property, plant and equipment separately, if the component/ part has a cost which is significant to the total cost of the property, plant and equipment and has useful life that is materially different from that of the remaining asset.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost of assets not ready to use before such date are disclosed under
‘Capital work-in-progress.
We depreciate property, plant and equipment over their estimated useful lives using the Straight Line Method. The management based on technical evaluation believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used as follows:
| Asset | Useful lives estimated by the management |
| Plant & Machinery | 15 Years |
| Building | 18 - 60 Years |
| Computers | 3 - 6 Years |
| Furniture and fixtures | 10 Years |
| Solar Photovoltaic | 15 Years |
| Leasehold improvements | Lease period or 5 years, whichever is lower |
| Office equipment | 5 Years |
| Vehicles | 8-10 Years |
Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. Depreciation on sale/deduction from property plant and equipment is provided up to the date preceding the date of sale, deduction as the case may be. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in Statement of Profit and Loss under Other Income.
Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end and adjusted prospectively, as appropriate.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognized.
Foreign Currency Transactions
Functional and presentation currency
Items included in the Restated Consolidated Summary Statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency). The Restated Consolidated Summary Statements are presented in Indian rupee (INR), which is the Holding Companys functional and presentation currency.
Foreign currencies
Transactions in foreign currencies are initially recorded by us using spot rates on the date the transaction first qualifies for recognition. However, for practical reasons, we use an average rate if the average approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency at exchange rates at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss.
Non- monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
Foreign currency translation for group entities
The results and financial position of all our entities that have a functional currency different from the presentation currency of the Holding Company are translated as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each statement of profit and loss are translated at monthly exchange rates, and all resulting exchange differences are recognised in other comprehensive income.
On disposal of a foreign operation, the associated exchange differences are reclassified to the statement of profit and loss, as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
Fair value measurement
We measure financial instruments at fair value at each balance sheet date.
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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability accessible to us. The principal or the most advantageous market must be accessible by us.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Our management determines the policies and procedures for fair value measurement such as derivative instrument.
All assets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Summary Statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Restated Consolidated Summary Statements on a recurring basis, we determine whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Fair-value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in the following notes:-
Disclosure for fair valuation methods, significant estimates and judgements
Financial Instruments (including those carried at amortised cost)
Revenue Recognition
Revenues are recognised when, or as, control of a promised goods or services transfers to customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for transferring those goods or services. We have generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.
For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. The progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation.
We transfer control of a good or service over time and therefore satisfies a performance obligation and recognises revenue over a period of time if one of the following criteria is met:
(the customer simultaneously consumes the benefit of our performance or
the customer controls the asset as it is being created/enhanced by our performance or
there is no alternative use of the asset and we have either explicit or implicit right of payment considering legal precedents,
In all other cases, performance obligation is considered as satisfied at a point in time.
Recognition of revenue from product
Revenue from sale of products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of product. We consider whether there are other promises in the contract that are separate performance obligations to which a portion of transaction price is to be allocated (e.g. liquidated damages, insurance etc.) In determining the transaction price of the product, we consider the effect of variable consideration, the existence of consideration payable to the customers, etc.
Recognition of revenue from Construction and project related activity
We enter into engineering, procurement and constructions contracts (EPC), revenue from such long term projects is recognized over time, using an input method with reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs.
We recognize revenue only when it can reasonably measure its progress in satisfying the performance obligation. Until such time, we recognize revenue to the extent of cost incurred, provided we expect to recover the costs incurred towards satisfying the performance obligation.
The stage of completion on a project is measured on the basis of proportion of the contract work based upon the contracts/ agreements entered into by us with its customers.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately when such probability is determined. Liquidated damages / penalties are provided for as per the contract terms wherever there is a delayed delivery attributable to us.
Contract revenue earned in excess of billing has been reflected under "Other current assets" and billing in excess of contract revenue has been reflected under "Other current liabilities" in the balance sheet.
Revenue from sale of services
Revenue from services is recognised when the services are rendered in accordance with specific terms of the contract with customers.
Export incentives: Export incentives are recognised as income when the right to receive credit as per the terms of the scheme is established in respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.
Contract balances
Contract assets: We classify its right to consideration in exchange for deliverables as either a receivable or as unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenues in excess of billings is recorded as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional upon passage of time. Unbilled revenue which is conditional is classified as other current asset. Trade receivables and unbilled revenue is presented net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or services to a customer for which we have received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before we transfer goods or services to the customer, a contract liability is recognised when the payment is received.
Trade receivables: A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets for guidance on recognition and measurement.
Other income
Interest Income is recognised on a basis of effective interest method as set out in Ind AS 109, Financial Instruments, and where no significant uncertainty as to measurability or collectability exists.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
Raw materials, packaging materials and stores and spare parts: Cost includes purchase price, (excluding those subsequently recoverable by the enterprise from the concerned revenue authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location and condition. In determining the cost, weighted average cost method is used.
Work in progress and manufactured finished goods: Cost of work in progress and manufactured finished goods is determined on the weighted average basis and comprises direct material, cost of conversion and other costs incurred in bringing these inventories to their present location and condition.
Traded goods: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost of traded goods is determined on a weighted average basis.
Provision of obsolescence on inventories is considered on the basis of managements estimate based on demand and market of the inventories.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.
The comparison of cost and net realizable value is made on item by item basis.
Impairment of non-financial assets
We assess, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, we estimate the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
We base our impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of our CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, we extrapolate cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
For assets other than goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, we estimate the assets or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
We assess whether climate risks, including physical risks and transition risks could have a significant impact. If so, these risks are included in the cash-flow forecasts in assessing value-in-use amounts.
Contingent Liability
Contingent liability is:
a possible obligation arising 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 or
a present obligation that arises from past events but is not recognized because;
o it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or
o the amount of the obligation cannot be measured with sufficient reliability.
We do not recognize a contingent liability but disclose the same as per the requirements of Ind AS 37.
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits net of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Restated Consolidated Summary Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of our cash management.
Impairment of financial assets
In accordance with Ind AS 109, Financial Instruments, we apply expected credit loss (ECL) model for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVOCI.
Trade receivables: In respect of trade receivables, we apply the simplified approach of Ind AS 109, which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
Other financial assets: In respect of its other financial assets, we assess if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, we measure the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.
ECL is the difference between all contractual cash flows that are due to us in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.
ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In balance sheet ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, we do not reduce impairment allowance from the gross carrying amount.
Convertible preference shares
Convertible preference shares are separated into liability and equity components based on the terms of the contract. On issuance of the convertible preference shares, the fair value of the liability portion of an optionally convertible preference shares is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or redemption of the bonds. The remainder of the proceeds is attributable to the equity portion of the compound instrument since it meets Ind AS 32, Financial Instruments: Presentation, criteria for fixed-to-fixed classification. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not subsequently re-measured.
Transaction costs are apportioned between the liability and equity components of the convertible preference shares based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.
Acceptances
Acceptances represents amount payable towards arrangements wherein banks and financial institutions make direct payments to our suppliers for materials and services. The banks and financial institutions are subsequently repaid by us as per the arrangement with banks and financial institution. For the purposes of cash flow presentation, the economic substance of these transactions is determined to be operating in nature, and accordingly, settlement of such trade acceptances by us is treated as cash flows from operating activity
Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief Executive Officer ("CEO") of the Holding Company has been identified as the chief operating decision maker.
We identify primary segments based on the dominant source, nature of risks and returns and the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance, the analysis of geographical segments is based on the areas in which our major operating divisions operate.
Exceptional items
Exceptional items are disclosed separately in the Restated Consolidated Summary Statements where it is necessary to do so to provide further understanding of our financial performance. These are material items of income or expense that have to be shown separately due to their nature or incidence.
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