A provision is recognised when the Company has apresent obligation (legal or constructive) as a resultof past event and it is probable that an outflow ofresources will be required to settle the obligation,in respect of which the reliable estimate can bemade. Provisions (excluding retirement benefits andcompensated absences) are determined at presentvalue based on best estimate required to settlethe obligation at the balance sheet date. These arereviewed at each balance sheet date adjusted toreflect the current best estimates. Provisions foronerous contracts are recognized when the expectedbenefits to be derived by the Company from acontract are lower than the unavoidable costs ofmeeting the future obligations under the contract.Provisions for onerous contracts are measured atthe present value of lower of the expected net costof fulfilling the contract and the expected cost ofterminating the contract.
Contingent Liabilities are disclosed when there isa possible obligation arising from past events, theexistence of which will be confirmed only by theoccurrence or non-occurrence of one or moreuncertain future events not wholly within the controlof the Company or a present obligation that arisesfrom past events where it is either not probable thatan outflow of resources will be required to settle theobligation or a reliable estimate of the amount cannotbe made. Contingent assets are neither recognisednor disclosed in the financial statements.
The company does accounting in line withInd AS 37 - Provisions, Contingent Liabilities andContingent Assets.
Basic earnings per share is computed by dividing netincome by the weighted average number of sharesoutstanding during the financial year adjusted fortreasury shares held. Diluted earnings per share iscomputed using the weighted average number ofshares outstanding during the year adjusted fortreasury shares held and dilutive potential shares,except where the result would be anti-dilutive. Thecomputations are in line with Ind AS 33 - Earningsper Share.
I ncome tax comprises current and deferred taxes.Income tax expense is recognized in the incomestatement except when they relate to items that arerecognized outside profit or loss (whether in othercomprehensive income or directly in equity), inwhich case tax is also recognized outside profit orloss, or where they arise from the initial accountingfor business combination.
The company has adopted the new income taxregime with effect from year ended March 31, 2024.
Current income tax for the current and priorperiods are measured at the amount expectedto be recovered from or paid to the taxationauthorities based on the taxable income forthe year. The tax rates and tax laws used tocompute the current tax amount are those thatare enacted or substantively enacted as at thereporting date and applicable for the year. TheCompany offsets current tax assets and currenttax liabilities, where it has a legally enforceableright to set off the recognized amounts andwhere it intends either to settle on a net basis, orto realize the asset and liability simultaneously.
Deferred income tax is recognized using thebalance sheet approach. Deferred incometax assets and liabilities are recognized fordeductible and taxable temporary differencesarising between the tax base of assets andliabilities and their carrying amount in financialstatements, except when the deferred incometax arises from the initial recognition of goodwillor an asset or liability in a transaction that isnot a business combination and affects neitheraccounting nor taxable profits or loss at the timeof the transaction.
Deferred income tax assets are recognizedto the extent it is probable that taxable profitwill be available against which the deductibletemporary differences and the carry forward ofunused tax credits and unused tax losses canbe utilized.
Deferred income tax liabilities are recognizedfor all taxable temporary differences exceptin respect of taxable temporary differencesassociated with investments in subsidiaries,associates and foreign branches wherethe timing of the reversal of the temporarydifference can be controlled and it is probablethat the temporary difference will not reverse inthe foreseeable future.
The carrying amount of deferred income taxassets is reviewed at each reporting date andreduced to the extent that it is no longer probablethat sufficient taxable profit will be available toallow all or part of the deferred income tax assetto be utilized. Deferred income tax assets andliabilities are measured at the tax rates that areexpected to apply in the period when the assetis realized or the liability is settled, based on taxrates (and tax laws) that have been enacted orsubstantively enacted at the reporting date.
The Company offsets deferred income taxassets and liabilities, where it has a legallyenforceable right to offset current tax assetsagainst current tax liabilities, and they relate totaxes levied by the same taxation authority oneither the same taxable entity, or on differenttaxable entities where there is an intention tosettle the current tax liabilities and assets on anet basis or their tax assets and liabilities will berealized simultaneously.
(i) Post-employment benefit plans:
The Company participates in variousemployee benefit plans. Pensions and otherpost-employment benefits are classified aseither defined contribution plans or definedbenefit plans. Under a defined contributionplan, the Company's only obligation is topay a fixed amount with no obligation to payfurther contributions if the fund does not holdsufficient assets to pay all employee benefits.The related actuarial and investment risks fallon the employee. The expenditure for definedcontribution plans is recognized as an expenseduring the year when the employee providesservice. Under a defined benefit plan, it is
the Company's obligation to provide agreedbenefits to the employees. The related actuarialand investment risks fall on the Company. Thepresent value of the defined benefit obligationsis calculated by an independent actuary usingthe projected unit credit method.
The Company has the following employeebenefit plans:
a. Provident fund
In accordance with Indian law, Eligibleemployees of the Company receivebenefits from a provident fund, which is adefined contribution plan. Both, the eligibleemployee and the Company make monthlycontributions to the provident fund planequal to a specified percentage of thecovered employee's salary. The Companyhas no further obligations under thisscheme beyond its periodic contributions.
b. Superannuation
The Company has two superannuationplans, a defined benefit plan and a definedcontribution plan. An eligible employee onApril 1, 1996 could elect to be a member ofeither plan.
Employees who are members of the definedbenefit superannuation plan are entitled tobenefits depending on the years of serviceand salary drawn. The monthly pensionbenefits after retirement range from 0.75%to 2% of the annual basic salary for eachyear of service. The Company account forsuperannuation benefits payable in futureunder the plan based on an estimated basisfor the period end and on an independentactuarial valuation as on the BalanceSheet date.
Re-measurements, comprising actuarialgains and losses, the effect of changes toasset ceiling (if applicable) and the returnon plan assets (excluding net interest),is recognized in other comprehensiveincome in the period in which they occur.Re-measurements recognized in other
comprehensive income is reflectedimmediately in retained earnings and is notreclassified to profit or loss. Past servicecost is recognized in the Statement of Profitor Loss in the year of plan amendment.
With effect from April 1, 2003, this plan wasamended, and benefits earned by coveredemployees have been protected. Employeescovered by this plan are prospectivelyentitled to benefits computed on a basisthat ensures that the annual cost ofproviding the pension benefits would notexceed 15% of salary.
Separate irrevocable trusts are maintainedfor employees covered and entitled tobenefits. The Company contribute up to 15%of the eligible employees' basic salary tothe trust every year. Such contributions arerecognized as an expense when incurred.The Company has no further obligationbeyond this contribution.
c. Gratuity
The Company has an obligation towardsgratuity, a defined benefit retirementplan covering eligible employees. Theplan provides for a lump-sum paymentto vested employees at retirement, deathwhile in employment or on terminationof employment of an amount equivalentto 15 to 30 days salary payable for eachcompleted year of service. Vesting occursupon completion of five years of service.The Company makes annual contributionsto gratuity funds established as trusts.The Company account for the liability forgratuity benefits payable in the futurebased on an estimated basis for thefinancial year end and on an independentactuarial valuation under Projected UnitCost method as on the Balance Sheet date.
Re-measurements, comprising actuarialgains and losses, the effect of changes toasset ceiling (if applicable) and the returnon plan assets (excluding net interest),is recognized in other comprehensiveincome in the year in which they occur.
Re-measurements recognized in othercomprehensive income is reflectedimmediately in retained earnings and is notreclassified to profit or loss. Past servicecost is recognized in the Statement of Profitor Loss in the year of plan amendment.
Costs comprising service cost (includingcurrent and past service cost and gains andlosses on curtailments and settlements)and net interest expense or income isrecognized in profit or loss.
The obligation recognized in the balancesheet represents the actual deficit orsurplus in the Company's defined benefitplans. Any surplus resulting from thiscalculation is limited to the present value ofany economic benefits available in the formof refunds from the plans or reductions infuture contributions to the plans.
The obligations are presented as currentliabilities in the balance sheet if the entitydoes not have an unconditional right todefer settlement for at least twelve monthsafter the reporting period, regardless ofwhen the actual settlement is expectedto occur.
Bhavishya Kalyan Yojana is an unfundeddefined benefit plan for employees ofthe Company. The benefits of the planinclude pension in certain cases, payableup to the date of normal superannuationhad the employee been in service, to aneligible employee at the time of death orpermanent disablement, while in service,either as a result of an injury or as certifiedby the appropriate authority. The monthlypayment to dependents of the deceased/disabled employee under the plan equals50% of the basic salary drawn at the timeof death or accident or a specified amount,whichever is greater. The Company accountfor the liability for BKY benefits payable in
the future based on an estimated basisfor the period end and on an independentactuarial valuation under Projected UnitCost method as on the Balance Sheet date.
Re-measurements, comprising actuarialgains and losses, the effect of changes toasset ceiling (if applicable) and the returnon plan assets (excluding net interest),is recognized in other comprehensiveincome in the period in which they occur.Re-measurements recognized in othercomprehensive income is reflectedimmediately in retained earnings and is notreclassified to profit or loss. Past servicecost is recognized in the Statement of Profitor Loss in the period of plan amendment.
The Company has replaced its employeebenefit scheme BKY with Group Term LifeInsurance (GTL) policy with effect fromNovember 2019. Accordingly, with effectfrom December 2019, the Company has
continued to carry obligation under thisscheme based on actuarial valuation forthose beneficiaries having claims under thisscheme before the date of discontinuation.
Under this unfunded scheme, employeesof the Company receive medical benefitssubject to certain limits on amounts ofbenefits, periods after retirement andtypes of benefits, depending on their gradeand location at the time of retirement.Employees separated from the Companyas part of an Early Separation Scheme,on medical grounds or due to permanentdisablement are also covered underthe scheme. The Company account forthe liability for post-retirement medicalscheme based on an estimated basis forthe period end and on an independentactuarial valuation under Projected UnitCost method at the financial year end.
The Company has curtailed its Post¬retirement Medicare scheme which is anunfunded defined benefit plan to exclude allemployees who will retire after December 31,
2020. Accordingly, with effect from January
2021, the carrying value of liability has beenrecognised based on an independentactuarial valuation under Projected UnitCost method for those beneficiaries havingclaims under this scheme before the dateof discontinuation.
The Company provides for the encashment ofleave or leave with pay subject to certain rules.The employees are entitled to accumulate leavesubject to certain limits, for future encashment.The liability is provided based on number of daysof unutilized leave at each balance sheet datebased on an estimated basis for the period endand on an independent actuarial valuation underProjected Unit Cost method at the financialyear end.
Share-based compensation benefits are providedto the employees via the Share based long termincentive scheme 2022 ("SLTI 2022").
The cost of equity-settled transactions is determinedby the fair value at the date when the grant is madeusing an appropriate valuation model. That cost isrecognised, together with a corresponding increasein share options outstanding account in equity,over the period in which the performance and/orservice conditions are fulfilled in employee benefitsexpense. The cumulative expense recognised forequity-settled transactions at each reporting dateuntil the vesting date reflects the extent to whichthe vesting period has expired and the Company's
best estimate of the number of equity instrumentsthat will ultimately vest. The statement of profitand loss expense or credit for a period representsthe movement in cumulative expense recognisedas at the beginning and end of that period and isrecognised in employee benefits expense.
Service and non-market performance conditionsare not taken into account when determining thegrant date fair value of awards, but the likelihoodof the conditions being met is assessed as partof the Company's best estimate of the number ofequity instruments that will ultimately vest. Marketperformance conditions are reflected within thegrant date fair value. Any other conditions attachedto an award, but without an associated servicerequirement, are considered to be non-vestingconditions. Non-vesting conditions are reflected inthe fair value of an award and lead to an immediateexpensing of an award unless there are also serviceand/or performance conditions.
No expense is recognised for awards that do notultimately vest because non-market performanceand/or service conditions have not been met. Whereawards include a market or non-vesting condition,the transactions are treated as vested irrespectiveof whether the market or non-vesting condition issatisfied, provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflectedas additional share dilution in the computation ofdiluted earnings per share.
The cost of cash-settled transactions is measuredinitially at fair value at the grant date. This fair valueis expensed over the period until the vesting datewith recognition of a corresponding liability. Theliability is remeasured to fair value at each reportingdate up to, and including the settlement date, withchanges in fair value recognised in employee benefitsexpense. There are no cash-settled schemes ortransaction outstanding.
Dividends on shares are recorded as a liability onthe date of approval by the shareholders and interim
dividends are recorded as a liability on the date ofdeclaration by the Company's Board of Directors asper Ind AS 10.
A contract is, or contains, a lease if the contractconveys the right to control the use of an identifiedasset for a period of time in exchange for consideration.Company as a lessee The Company accounts foreach lease component within the contract as alease separately from non-lease components ofthe contract and allocates the consideration in thecontract to each lease component on the basis of therelative stand-alone price of the lease componentand the aggregate stand-alone price of the non¬lease components.
The Company recognises right-of-use assetrepresenting its right to use the underlying assetfor the lease term at the lease commencementdate. The cost of the right-of-use asset measuredat inception shall comprise of the amount of theinitial measurement of the lease liability adjustedfor any lease payments made at or before thecommencement date less any lease incentivesreceived, plus any initial direct costs incurred andan estimate of costs to be incurred by the lesseein dismantling and removing the underlying assetor restoring the underlying asset or site on which itis located. The right-of-use assets is subsequentlymeasured at cost less any accumulated depreciation,accumulated impairment losses, if any and adjustedfor any remeasurement of the lease liability. Theright-of-use assets is depreciated using the straight¬line method from the commencement date overthe shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of useassets are determined on the same basis as those ofproperty, plant and equipment. Right-of-use assetsare tested for impairment whenever there is anyindication that their carrying amounts may not berecoverable. Impairment loss, if any, is recognised inthe statement of profit and loss.
The Company measures the lease liability at thepresent value of the lease payments that are notpaid at the commencement date of the lease. Thelease payments are discounted using the interest
rate implicit in the lease, if that rate can be readilydetermined. If that rate cannot be readily determined,the Company uses incremental borrowing rate. Forleases with reasonably similar characteristics, theCompany, on a lease by lease basis, may adopteither the incremental borrowing rate specific tothe lease or the incremental borrowing rate for theportfolio as a whole. The lease payments shall includefixed payments, variable lease payments, residualvalue guarantees, exercise price of a purchaseoption where the Company is reasonably certain toexercise that option and payments of penalties forterminating the lease, if the lease term reflects thelessee exercising an option to terminate the lease.The lease liability is subsequently remeasured byincreasing the carrying amount to reflect interest onthe lease liability, reducing the carrying amount toreflect the lease payments made and remeasuringthe carrying amount to reflect any reassessment orlease modifications or to reflect revised in-substancefixed lease payments. The company recognises theamount of the re-measurement of lease liability dueto modification as an adjustment to the right-of-useasset and statement of profit and loss dependingupon the nature of modification. Where the carryingamount of the right-of-use asset is reduced to zeroand there is a further reduction in the measurementof the lease liability, the Company recognisesany remaining amount of the re-measurement instatement of profit and loss.
The Company has elected not to apply therequirements of Ind AS 116 Leases to short-termleases of all assets that have a lease term of 12months or less and leases for which the underlyingasset is of low value. The lease payments associatedwith these leases are recognized as an expense on astraight-line basis over the lease term.
At the inception of the lease the Company classifieseach of its leases as either an operating lease ora finance lease. The Company recognises leasepayments received under operating leases as incomeon a straight- line basis over the lease term. In case ofa finance lease, finance income is recognised over thelease term based on a pattern reflecting a constantperiodic rate of return on the lessor's net investmentin the lease. When the Company is an intermediate
lessor it accounts for its interests in the head leaseand the sub-lease separately. It assesses the leaseclassification of a sub-lease with reference to theright-of-use asset arising from the head lease, notwith reference to the underlying asset. If a head leaseis a short term lease to which the Company appliesthe exemption described above, then it classifies thesub-lease as an operating lease.
I f an arrangement contains lease and non-leasecomponents, the Company applies Ind AS 115Revenue from contracts with customers to allocatethe consideration in the contract.
At the inception of the sub lease contract, theCompany classifies the sub lease as a finance leaseor an operating lease based on criteria in Ind AS116 Lease.
The sub lease, which is classified as an operatinglease, the lease Liability and Right-to-Use of the headlease is not derecognised. The lease income whichwould be received from the sub lease over the leaseterm is recognised as other income in the Statementof Profit or Loss Account.
The sub lease, which is classified as a finance lease, thelease liability of the head lease is not derecognised,instead the Right to Use asset of the head lease isderecognised and net investment in sub lease isrecognised. The interest income received on the NetInvestment in sub lease is recognised in Statementof Profit or Loss Account over the lease term.
Costs and expenses are recognised when incurredand have been classified according to their nature.
The Company considers exceptional items to bethose which derive from events or transactionswhich are significant for separate disclosure byvirtue of their size or incidence in order for the userto obtain a proper understanding of the Company'sfinancial performance. These items include, but arenot limited to, acquisition costs, impairment charges,restructuring costs and profits and losses on disposalof subsidiaries and other one-off items which meet
this definition. To provide a better understanding ofthe underlying results of the year, exceptional itemsare reported separately in the Statement of Profitand Loss.
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time.
In May 2025, MCA notified amendments to Ind AS 21- The Effects of Changes in Foreign Exchange Rates,applicable w.e.f. April 1, 2025. The Group has reviewedthe amendment and based on its evaluation hasdetermined that it does not have any significantimpact in its financial statements.
In August 2025, MCA notified the followingamendments to:
1. I nd AS 1, Presentation of Financial Statements,applicable w.e.f April 1, 2025 - The amendmentrelates to classification of liabilities as currentor non-current and non-current liabilitieswith covenants. In the context of classifying aliability as current, it removes the requirementof existence of a right to defer settlement forat least 12 months after the reporting date,and instead requires that the said right shouldexist on the reporting date and have substance.
The amendment also introduces guidance onclassification of liabilities with covenants. TheGroup has no impact of these amendments inits classification criteria of current and non¬current liabilities.
2. Ind AS 7, Statement of Cash Flows and IndAS 107, Financial Instruments - Disclosures,applicable w.e.f April 1, 2025 - The amendmentin Ind AS 7 requires to inform users of financialstatements of the existence of supplier financearrangements and explain the nature of thearrangements, the carrying amount of liabilitiesand the range of payment due dates. Ind AS107 has been amended to add supplier financearrangements as a factor that may causeconcentration of liquidity risk. The Group hasreviewed the amendment and based on itsevaluation has determined that it does not haveany significant impact in its financial statements.
3. I nd AS 12, International Tax Reform - Pillar TwoModel Rules applicable immediately - Theamendments provide a temporary mandatoryrelief from deferred tax accounting for top-uptax and disclose that they have applied therelief. The Group has reviewed the amendmentand based on its evaluation has determinedthat it does not have any significant impact inits financial statements.
(i) Securities Premium identified separately for consolidation adjustment
During 2010, based on the approval of Shareholders of the Company at the Extra-Ordinary General Meetingheld on March 5, 2010 and the Order of the Honourable High Court of Judicature at Mumbai dated April 16,2010, the Company had utilized balance in the securities premium account to the tune of ' 46.66 crore towardsone time charges/cost (including change in accounting policy for provision for doubtful debts) incurred bythe Company and its subsidiary companies. The amounts relating to the Company amounting to ' 17.32 crorehad been adjusted to the Securities Premium Account. An amount of ' 29.34 crore equivalent to the totalamount of adjustments relating to the subsidiaries had been identified and segregated from the balancein the Securities Premium Account for adjustment on consolidation. Of this total adjustment made ' 1.58crore and ' 16.58 crore relates to provision for doubtful debts of the Company and its subsidiary companiesrespectively on account of change in accounting policy with regard to provision for doubtful debts.
Consequently, such excess provisions for doubtful debts on account of the said collections have been writtenback to the Securities Premium Account. The subsidiary companies have realized from doubtful debts up toMarch 31, 2021'6.18 crores. Accordingly the said amount has been transferred from the Securities Premiumidentified separately for consolidated adjustment to Securities Premium Account and the balance amountof ' 23.16 crores (March 31, 2025: ' 23.16 crores) relating to the subsidiaries is continued to be disclosedseparately as securities premium account for adjustment on consolidation.
As per Companies Act, 2013, capital redemption reserve is created when company purchases its own sharesout of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased istransferred to capital redemption reserve. The Company has transferred the amount to Capital redemptionreserve from Securities Premium.
The Company has transferred a portion of the net profit of the Company before declaring dividend to generalreserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve isnot required under the Companies Act, 2013.
(iv) Share options outstanding account
The Share options outstanding account is used to record the fair value of equity-settled share-based paymenttransactions with employees. The amounts recorded in share options outstanding account are transferredto securities premium upon exercise of stock options and transferred to the general reserve on account ofstock options not exercised by employees.
(v) Retained earnings
Retained earnings comprises of the Company's undistributed earnings after taxes.
(vi) Securities premium
Securities premium The amount received in excess of face value of the equity shares is recognised inSecurities Premium.
(i) Statutory bonus at the revised rates pertaining to year retrospective to the notification dated on 01.01.2016 (i.e.from 01.04.2014 to 31.12.2015) was not provided pending similar cases contesting retrospective applicabilityof the said notification in various Honourable High Courts. During November 2016, considering the industrypractices, the management after internal deliberations decided to and has paid the incremental bonus coveringthe fiscal year of the said notification i.e. from 01.04.2015 to 31.12.2015 aggregating to ' 5.55 crore, which hasbeen presented as exceptional item in the financials for the year ended March 31, 2017. The incrementalbonus for the FY 2014-15 is continued as contingent liability pending similar cases contesting retrospectiveapplicability of the said notification in various Honourable High Courts.
(ii) The Company has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items.These mainly include disallowed expenses for Corporate tax, the tax treatment of certain expenses claimedby the Company as deductions and the computation of certain allowances.
(iii) (a) Pertains to disputes in relation to Goods and service Tax Law on delayed export revenue realization for
financial year 2023-24. The alleged IGST demand is ' 1.30 crore along with interest of ' 0.29 crore (March31, 2025: ' Nil crore).
(b) Rejection of Input tax credit amounting to ' 1.90 crore (March 31, 2025: ' Nil crore) along with interest of' 2.11 crore and penalty of ' 2.08 crore (March 31, 2025: ' Nil crore) alleging that the eligibility conditionsas mentioned in Section 16 and 17 of CGST Act, 2017 have not been fulfilled.
(c) Demand for non-payment of GST liability under Reverse Charge Mechanism (RCM). The alleged GSTdemand is ' 0.35 crore along with interest of ' 0.36 crore and penalty of ' 0.35 crore (March 31, 2025:' Nil crore).
Considering the merit of the case, confirmation of demand is likely to be remote, hence contingentliability has been disclosed to the tune of ' 8.74 crore (March 31, 2025: ' Nil crore) consisting of demandof ' 3.55 crore (March 31, 2025: ' Nil crore), interest of ' 2.76 crore and penalty of ' 2.43 crore (March 31,2025: ' Nil crore).
(iv) Service Tax Department had raised demand amounting to ' 5.10 crore (for the period April 2008 to September2008 - ' 1.57 crore and for the period October 2008 to September 2009 - ' 3.54 crore) for delay in filingthe prescribed declaration for availing cenvat credit. Aggrieved by the order, company had preferred anappeal with CESTAT. The appeal was decided in favour of the company during January 2016. Subsequentlyservice tax department filed an appeal with High Court in 2017. The case being question of law, the High Courtadmitted the appeal in December 2018. Considering the merit of the case, confirmation of demand is likely tobe remote, hence contingent liability has been disclosed to the tune of ' 19.97 crore (March 31, 2025: ' 19.20crore) consisting of demand of ' 5.10 crore and interest of ' 14.87 crore (March 31, 2025: ' 14.09 crore).
(v) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the abovepending resolution of the respective proceedings as it is determinable only on the receipt of the judgements/decisions pending with various forums/authorities.
(vi) The Company does not expect any reimbursements in respect of the above contingent liabilities.
Where a financial report contains both consolidated financial statements and separate financial statements of theparent, segment information needs to be presented only in case of consolidated financial statements. Accordingly,segment information has been provided only in the consolidated financial statements.
The Company's contribution to defined contribution plan for each reporting year ended has been recognised inthe statement of Profit and Loss as follows:
In respect of the plan in India, the actuarial valuation of the plan assets and the present value of the definecbenefit obligation are carried out for year ended March 31, 2026 and year ended March 31, 2025 by Willis Tower:Watson, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and therelated current service cost and past service cost, are measured using the projected unit credit method on aproportionate basis.
The fair value of plan assets are majorly balance mix of investments in government securities and other debinstruments. The Trust activities are managed by mix of professional employees representing managemenand employees.
(iv) Changes in tax rate - The applicable Indian statutory tax rate for the financial year 2025-26 is 25.17% and financialyear 2024-25 is 25.17%.
(a) Risk Management
The Company's capital comprises equity share capital, share premium, retained earnings and other equityattributable to equity holders.
The Company's objectives when managing capital are to:
- safeguard their ability to continue as a going concern, so that they can continue to provide returns forshareholders and benefits for other stakeholders, and
- maintain an optimal capital structure to reduce the cost of capital.
As there is no debt in Company, hence the debt ratio is not applicable.
The company has provided a Financial Corporate Guarantee for a long-term bank debt borrowed by one of it'swholly owned subsidiaries. The company earns fees on this guarantee as per standard terms.
No changes were made in the objectives, policies or processes for managing capital of the Company during thecurrent year and previous year.
Share based long term incentive scheme 2022 (SLTI 2022)
On July 01, 2022, pursuant to approval by shareholders in Annual General Meeting, the board has been authorisedto introduce, offer, issue and provide share based incentives to eligible employees of the company and itssubsidiaries under Share based long term incentive scheme 2022 (SLTI 2022). Further the SLTI 2022 was ratifiedby the shareholders through special resolution through postal ballot on March 15, 2024. The maximum numberof shares under plan shall not exceed 2,800,000 equity shares. The options would vest on achievement ofdefined performance parameters as determined by Nomination and Remuneration committee. The performanceparameters are based on operating performance metrics of the company as decided by Nomination andRemuneration committee. Each of the performance parameters will be distinct for the purpose of calculation of
During the year ended March 31, 2026, the Company has paid a total dividend of ' 11.70 per share (finaldividend ' 8.35 per share and one-time special dividend of ' 3.35 per share) in respect of the previous yearended March 31, 2025 which was proposed by the Board of Directors on April 25, 2025, and was subsequentlyapproved by the shareholders at the Annual General Meeting, held on June 23, 2025, which has resulted in acash outflow of ' 474.63 crore.
Dividends are declared based on the profits available for distribution. On May 04, 2026, the Board of Directorshave proposed a final dividend of ' 8.35 per share and a one-time special dividend of ' 3.35 per share inrespect of the year ended March 31, 2026. The total proposed dividend for the year ended March 31, 2026would be ' 11.70 per share, subject to approval of shareholders at the Annual General Meeting, and if approved,would result in a cash outflow of approximately ' 475.00 crore.
36 (c). During the year ended March 31, 2026, the Company, through it's wholly owned subsidiary, Tata TechnologiesPte Ltd (Singapore) completed 100% acquisition of Es-Tec GmbH, Germany and its subsidiaries (collectivelycalled the Es-Tec Group), which are into the business of high end automotive engineering services with deepknow-how in ADAS, Connected Driving and Digital Engineering.
36 (d). Tata Motors Limited ("presently known as Tata Motors Passenger Vehicles Limited) ("TML"), the HoldingCompany of Tata Technologies Limited, at its Board of Directors meeting held on August 01, 2024, approveda Composite Scheme of Arrangement ("scheme") involving the demerger of its Commercial Vehicle ("CV")business undertaking into TML Commercial Vehicles Limited and the merger of erstwhile Tata MotorsPassenger Vehicles Limited with the existing listed company TML thereby resulting in two separate listedcompanies for the CV and Passenger Vehicle businesses. The scheme was approved by the Hon'ble NationalCompany Law Tribunal, Mumbai Bench, with appointed date of July 01, 2025. Pursuant to the approval of thescheme being effective from October 01, 2025, Tata Motors Passenger Vehicle Limited (formerly Tata MotorsLimited) is the Holding Company of Tata Technologies Limited.
36 (e). On November 21, 2025, the Government of India notified the four Labour Codes - The Code on Wages, 2019, TheIndustrial Relations Code, 2020, The Code on Social Security, 2020, and The Occupational Safety, Health andWorking Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employmentpublished draft Central Rules and FAQs to enable assessment of the financial impact due to changes inRegulations. The Company has evaluated and disclosed the incremental impact of these changes using thebest information currently available, consistent with the guidance provided by the Institute of CharteredAccountants of India. The incremental impact for the year ended March 31, 2026, consisting of gratuity of'56.82 crores and long-term compensated absences of '26.92 crores primarily arises due to change in wagedefinition. During the quarter ended March 31, 2026, the Company has taken certain clarifications on thegratuity payable and accordingly revised the provision arising due to Labour codes. The Company continuesto monitor the finalisation of Central/State Rules and clarifications from the Government on other aspects ofthe Labour Code and would provide appropriate accounting effect based on such developments as needed.
(i) Details of benami property held
No proceedings have been initiated or pending against the company under the Benami Transactions(Prohibition) Act, 1988 (45 of 1988), the amendment in 2016 and the rules made thereunder.
The Company is not declared wilful defaulter by any bank or financial Institution or government or anygovernment authority.
The Company does not have any borrowings from banks and financial institutions that are secured againstcurrent assets during the year.
The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013or section 560 of Companies Act, 1956.
The Company has complied with the number of layers prescribed under clause (87) of section 2 of theCompanies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
The Company has not entered into any scheme of arrangement which has an accounting impact on currentor previous financial year.
The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or anyother sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries)with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the company (Ultimate Beneficiaries) or:
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Funding Party (Ultimate Beneficiaries) or:
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There is no income surrendered or disclosed as income during the current or previous year in the taxassessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) or intangibleassets during the current or previous year.
The title deeds of all the immovable property (other than properties where the Company is the lessee andthe lease agreements are duly executed in favour of the lessee) are held in the name of the company.
There are no charges or satisfaction which are yet to be registered with ROC beyond the statutory period.
The Company does not have any borrowings from banks and financial institutions as at the balance sheet date.
The Company has evaluated all events or transactions that occurred between reporting date March 31, 2026 andMay 04, 2026, the date the financial statements were authorised for issue by the Board of Directors.
38. During the previous year, the Company had incorporated an associate company viz. BMW TechWorks India PrivateLimited (BTIPL) pursuant to its agreement with BMW Holding B.V (other investor). Pursuant to this agreement withBMW Holding B.V. (other investor), the partners have call and put options for purchase/sale of stake in the BMWTechWorks India Private Limited (BTIPL). As required by Ind AS 109, the call/put option is a financial instrumentwhich has been measured at fair value at inception and the gain on initial recognition of the financial instrument isrecognized on a systematic basis over the period as defined in the agreement. Accordingly, other income includesan amount of ' 33.24 crore (' 16.62 crore for the year ended March 31, 2025) from unwinding of liability and ' 9.15crore (' 2.47 crore for the year ended March 31, 2025) towards fair valuation of financial asset for the year endedMarch 31, 2026. Refer Note 35.2(b) on the disclosure of financial instruments.
39. Previous period's figures have been regrouped/reclassified wherever necessary to correspond with currentperiod's classification/disclosure.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board
Chartered Accountants
Firm Registration No: 101248W/W -100022
Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris
Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
Uttam Gujrati Raghav Mulay
Chief Financial Officer Company Secretary
Membership No: ACS 25793
Mumbai: May 04, 2026 Mumbai: May 04, 2026