Provisions
Provisions are recognised when, as a result of apast event, the company has a legal or constructiveobligation; it is probable that an outflow of resourceswill be required to settle the obligation; and the amountcan be reliably estimated. The amount so recognised isa best estimate of the consideration required to settlethe obligation at the reporting date, taking into accountthe risks and uncertainties surrounding the obligation.In an event when the time value of money is material, theprovision is carried at the present value of the cash flowsestimated to settle the obligation.
Operating Segments
Operating segments are reported in a manner consistentwith the internal reporting provided to the chief operatingdecision-maker (CODM). The CODM, who is responsiblefor allocating resources and assessing performanceof the operating segments, has been identified as theCorporate Management Committee.
Segments are organised based on business whichhave similar economic characteristics as well as exhibitsimilarities in nature of products and services offered,the nature of production processes, the type and class ofcustomer and distribution methods.
Segment revenue arising from third party customers isreported on the same basis as revenue in the financialstatements. Inter-segment revenue is reported on thebasis of transactions which are primarily market led.
Segment results represent profits before finance charges,unallocated corporate expenses and taxes. "UnallocatedCorporate Expenses" include revenue and expenses thatrelate to initiatives/costs attributable to the enterprise asa whole and are not attributable to segments.
Financial and Management Information Systems
The Company's accounting system is designed to complywith the relevant provisions of the companies Act, 2013,to provide financial and cost information appropriate tothe businesses and facilitate Internal control.
Use of estimates and judgements
The preparation of financial statements in conformitywith generally accepted accounting principles requiresmanagement to make estimates and assumptions thataffect the reported amounts of assets and liabilitiesand disclosure of contingent liabilities at the date of thefinancial statements and the results of operations duringthe reporting period end. Although these estimates arebased upon management's best knowledge of currentevents and actions, actual results could differ from theseestimates.
The estimates and underlying assumptions are reviewedon an ongoing basis. Revisions to accounting estimatesare recognised in the period in which the estimate isrevised if the revision affects only that period, or in theperiod of the revision and future periods if the revisionaffects both current and future periods.
A. Judgements in applying accounting policies
The judgements, apart from those involving estimations(see note below), that the company has made in theprocess of applying its accounting policies and that havea significant effect on the amounts recognised in thesefinancial statements pertain to useful life of intangibleassets. The company is required to determine whetherits intangible assets have indefinite or finite life which isa subject matter of judgement. Certain trademarks havebeen considered of having an indefinite useful life takinginto account that there are no technical, technological orcommercial risks of obsolescence or limitations undercontract or law. Other trademarks have been amortisedover their useful economic life. Refer notes to thefinancial statements.
B. Key sources of estimation uncertainty
The following are the key assumptions concerning thefuture, and other key sources of estimation uncertaintyat the end of the reporting period that may have asignificant risk of causing a material adjustment to thecarrying amounts of assets and liabilities within the nextfinancial year.
1. Useful lives of property, plant and equipmentand intangible assets:
As described in the significant accounting policies,the company reviews the estimated useful livesof property, plant and equipment and intangibleassets at the end of each reporting period.
2. Fair value measurements and valuationprocesses:
Some of the company's assets and liabilities aremeasured at fair value for financial reportingpurposes. In estimating the fair value of an assetor a liability, the company uses market-observabledata to the extent it is available. Where level 1 inputsare not available, the company engages third partyvaluers, where required, to perform the valuation.Information about the valuation techniques andinputs used in determining the fair value of variousassets, liabilities and share based payments aredisclosed in the notes to the financial statements.
3. Actuarial Valuation:
The determination of company's liability towardsdefined benefit obligation to employees is madethrough independent actuarial valuation includingdetermination of amounts to be recognised inthe statement of profit and loss and in othercomprehensive income. Such valuation dependupon assumptions determined after taking intoaccount inflation, seniority, promotion and otherrelevant factors such as supply and demand factorsin the employment market. Information aboutsuch valuation is provided in notes to the financialstatements.
4. Claims, Provisions and Contingent Liabilities:
In respect of litigations where an outflow of fundsis believed to be probable and a reliable estimateof the outcome of the dispute can be madebased on management's assessment of specificcircumstances of each dispute and relevant externaladvice, management provides for its best estimateof the liability. Such accruals are by nature complexand can take number of years to resolve and caninvolve estimation uncertainty. Information aboutsuch litigations is provided in notes to the financialstatements.
No trade receivables are due from directors or other officers of the company or any of them either severally or jointlywith any other person. Further, no trade receivables are due from firms or private companies in which any director isa partner, a director or a member, other than dues from related parties.
The Company has only one class of equity shares having face value of f 2/- each. The holder of the equity share isentitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bearsto the total paid-up equity share capital of the company. The dividend proposed by Board of Directors is subject toapproval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the eventof liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of thecompany in the same proportion as the capital paid-up on the equity shares held by them bears to the total paid-upequity share capital of the company.
Note 14.4: ESOPs
(a) During the year the company has granted 2,64,000 (pr. yr. nil) options at a price of f 42.50/- per option plus allapplicable taxes, as may be levied on the company in this regard to eligible employees. The options would vestover a maximum period of 1 year from the date of grant based on specific criteria.
(b) In respect of stock options granted pursuant to the company's stock options schemes, the intrinsic value of theoptions (excess of market price of the share over the exercise price of the option) is treated as discount andaccounted as employee compensation over the vesting period.
(c) Expense on employee stock option schemes debited to the statement of profit and loss during 2025-26 isf 65,60,704/- (previous year:? nil), pursuant to the employee stock option schemes (Note 26). The entire amountpertains to equity-settled employee share-based payment plans.
Nature and purpose of reserves
1) Securities premium
The amount received in excess of face value of the equity shares is recognised in securities premium. The reserve isutilised in accordance with the provisions of the Companies Act, 2013.
2) General reserve
This reserve is created by an appropriation from one component of equity (generally retained earnings) to another,not being an item of other comprehensive income. The same can be utilised in accordance with the provisions of theCompanies Act, 2013.
3) Capital reserve
Capital reserve represents the amount forfeited on not exercising the option attached to the conversion of warrantsinto equity shares within a scheduled time.
4) Retained earnings
This reserve represents the cumulative profits of the Company and effects of re-measurement of defined benefitobligations. This reserve can be utilised in accordance with the provisions of the companies act, 2013.
5) Equity instruments through other comprehensive income
This reserve represents the cumulative gains (net of losses) arising on the revaluation of equity instruments measuredat fair value through other comprehensive income, net of amounts reclassified, if any, to retained earnings whenthose instruments are disposed of.
(a) Term loan from Yes Bank is secured against hypothecation of car no. MH 01 DX 9934. The loan is repayable in60 equated monthly instalments of ? 37,079/- each commencing from 15.06.2023 and the last instalment is paybleon 15.05.2027. Rate of Interest as on 31.03.2026 is @7.51% There was no continuing default in the repayment ofinstalment and interest thereon.
(b) Term loan from Kotak Bank is secured against hypothecation of car no. MH 01 FB 5312. The loan is repayable in 60equated monthly instalments of ? 1,31,564/- each commencing from 05.12.2025 and the last instalment is paybleon 05.10.2030. Rate of Interest as on 31.03.2026 is @ 8.00 % There was no continuing default in the repayment ofinstalment and interest thereon.
Financial instruments and related disclosures
1. Capital management:
The Company's financial strategy aims to support its strategic priorities and provide adequate capital to its businessesfor growth and creation of sustainable stakeholder value. The company funds its operations through internal accruals,borrowings etc. The company aims at maintaining a strong capital base largely towards supporting the future growthof its businesses as a going concern.
2. Categories of financial instruments and fair value:
Carrying amounts and fair value of financial assets and financial liabilities, including their levels in the fair valuehierarchy, are presented below. It does not include fair value information for financial assets and financial liabilitiesnot measured at fair value if the carrying amount is a reasonable approximation of fair value.
Level 1: Quoted price (unadjusted) in active market foridentities assets or liabilities.
Level 2: Inputs other than quoted prices included inLevel 1 that are observable for the asset or liability eitherdirectly (i.e. prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not basedon observable market data (unobservable inputs).
C) Financial Risk Management
The Company has a system-based approach to riskmanagement, anchored to policies and proceduresand internal financial controls aimed at ensuringearly identification, evaluation and management ofkey financial risks (such as market risk, credit risk andliquidity risk) that may arise as a consequence of itsbusiness operations as well as its investing and financingactivities. Accordingly, the company's risk managementframework has the objective of ensuring that suchrisks are managed within acceptable and approved riskparameters in a disciplined and consistent manner andin compliance with applicable regulation. It also seeks todrive accountability in this regard.
The activities of the company exposes it to a number offinancial risks namely market risk, credit risk and liquidityrisk. The company seeks to minimise the potential impactof unpredictability of the financial markets on its financialperformance. The company does regularly monitor,
analyse and manage the risks faced by the company andto set and monitor appropriate risk limits and controlsfor mitigation of the risks.
A. Management of market risk:
Market risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because ofchanges in market prices. Market risk comprises of threetypes of risks: interest rate risk, price risk and currencyrate risk. Financial instruments affected by market riskincludes borrowings and investments instruments. Thecompany is exposed to a variety of market risks, includingcurrency and interest rate risks.
(i) Management of interest rate risk:
Interest rate risk is the risk that the fair value or futurecash flows of a financial instrument will fluctuate becauseof changes in market interest rates. The company doesnot have any major exposure to interest rate risks sinceits borrowings and investments are majorly in fixed rateinstruments. Investments are largely in subsidiaries andassociates and are on long term basis.
(ii) Management of price risk:
The Company invests its surplus funds in depositswith banks on short term tenors on fixed interest rateand the same is not exposed to any price risk. This riskis mitigated by the company by investing the funds invarious tenors depending on the liquidity needs of thecompany.
(iii) Management of currency risk:
Currency risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because ofchanges in foreign exchange rates. The Company hasno foreign currency transactions and is, therefore, notexposed to foreign exchange risk.
The Company is not an active investor in equity markets;it continues to hold certain investments in equity for longterm value accretion which are accordingly measured atfair value through other comprehensive income. Thevalue of investments in such equity instruments as at31st March, 2026 is ? 3,141.34 lakhs (PY - ?6,090.54 lakhs).Accordingly, fair value fluctuations arising from marketvolatility is recognised in other comprehensive income.
As the company is virtually debt-free and its deferredpayment liabilities do not carry interest, the exposureto interest rate risk from the perspective of financialliabilities is negligible. The investment is guided bytenets of liquidity, safety and returns. This ensuresthat investments are only made within acceptable riskparameters after due evaluation.
Fixed deposits are held with highly rated banks andhave a short tenure and are not subject to interest ratevolatility.
B. Management of credit risk:
Credit risk refers to the risk of default on its obligationsby a counterparty to the company resulting in a financialloss to the company. The Company is exposed to creditrisk from its operating activities (trade receivables) andfrom its financing activities including investments indeposits with banks.
Credit risk from trade receivables is managed through thecompany's policies, procedures and controls relating tocustomer credit risk management by establishing creditlimits, credit approvals and monitoring creditworthinessof the customers to which the company extends creditin the normal course of business. Outstanding customerreceivables are regularly monitored.
Further, credit is extended in business interest.
C. Management of liquidity risk:
Liquidity risk is the risk that the company may not beable to meet its present and future cash obligationswithout incurring unacceptable losses. The company'sobjective is to maintain at all times, optimum levels ofliquidity to meet its obligations. The company closelymonitors its liquidity position and has a robust cashmanagement system. The company maintains adequate
sources of financing including debt and overdraft fromdomestic and international banks and financial marketsat optimised cost.
The Company's current assets aggregate to ? 15,026.30lakhs (PY -? 18,489.69 lakhs) including cash and cashequivalents and other bank balances of ? 80.63 lakhs (PY-? 37.88 lakhs) against an aggregate current liability of? 105.59 lakhs (PY -? 109.23 lakhs); non-current liabilitiesdue between one year to three years amounting to? 45.91 lakhs (PY ? 4.78 lakhs) and non-current liabilitydue after three years amounting to ? NIL (PY NIL) on thereporting date. Further, while the company's total equitystands at ? 36,421.36 lakhs (PY -? 35,618.61 lakhs), it hascurrent borrowings of ? 20.24 lakhs (PY -? 4.08 lakhs).In such circumstances, liquidity risk or the risk that thecompany may not be able to settle or meet its obligationsas they become due does not exist.
NOTE 32: DISCLOSURES IN RESPECT OF RELATEDPARTIES PURSUANT TO IND AS 24(i) Subsidiary:
01) Aeroflex Neu Limited (formerly Sah PolymersLimited)
02) Aeroflex Finance Private Limited
03) Aeroflex Industries Limited
04) Italica Global, FZC, UAE
05) M.R. Organisation Limited
(ii) Step down subsidiary:
Fibcorp Polyweave Private Limited
Hyd Air Engineering Private LimitedM.R. Organisation (USA) LLCM.R. Organisation Europe BVBAStandard Air Limited UKMadhura Compressors Private LimitedABP Impex Unipessoal LDA
(iii) Key Managerial Persons
01) Mrs. Shehnaz D Ali, Wholetime Director
02) Mr. Harikant Turgalia, Wholetime Director and ChiefFinancial Officer
03) Ms. Alka Premkumar Gupta, Company Secretary
In case of other parties balance is NIL.
No amount in respect of the related parties have been written off/back are provided for during the year.
NOTE 33: DISCLOSURES PURSUANT TO SECTION 186 (4) OF THE COMPANIES ACT, 2013
(i) For investment refer to NOTE 5.
(ii) For guarantee refer to NOTE 30(b). Guarantee has been utilised by the recipient for business.
(iii) No security has been provided.
(iv) Details of the loans provided during the year are as under:
NOTE 35: EMPLOYEE BENEFITSa) Defined Benefit Plan
Gratuity:
The Company participates in the employees' group gratuity-scheme of Life Insurance Corporation Limited, a fundeddefined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of The Payment of Gratuity (Amendment) Act, 1997, or as per the company'sscheme whichever is more beneficial to the employees.
b) Amounts Recognised as Expense:i) Defined Benefit Plan
Gratuity cost amounting to f 3.73 lakhs (Previous Year f 2.19 lakhs) has been included in NOTE 25 under contributionto other funds.
NOTE 36:
The Government of India has notified the four Labour Codes ("New Labour Codes") effective November 21,2025. TheMinistry of Labour & Employment has also issued draft Central Rules and FAQs to facilitate assessment of the financialimpact arising from implementation of the New Labour Codes. Based on an valuation, management's best estimatesand the guidance issued by the Institute of Chartered Accountants of India, The Company continues to monitor thefinalisation of the Central/State Rules and further clarifications from the Government on various aspects of the NewLabour Codes, and any resulting impact on the estimates will be recognised in the period in which such changesbecome ascertainable.
NOTE 37:
There are no micro, small and medium enterprises, to whom the company owes dues (principal and/or interest), whichare outstanding for more than 45 days as at the balance sheet date. During the year, there have been no paymentsmade to micro, small and medium enterprises beyond 45 days. There were no amounts on account of interest duethat were payable for the period where the principal has been paid but interest under the MSMED Act, 2006 not paid.Further, there were no amounts towards interest accrued that were remaining unpaid at the end of accounting year.Accordingly, there were no amounts due to further interest due and payable in the succeeding years. The aboveinformation regarding micro, small and medium enterprises has been determined to the extent such parties havebeen identified on the basis of information available with the company.
NOTE 38: SEGMENT INFORMATION
Segment information in accordance with Ind AS 108, 'Operating Segments', segment information has been given in theconsolidated financial statements of Aeroflex Enterprises Limited (sssformerly Sat Industries Limited) and, therefore,no separate disclosure on segment information is given in the standalone financial statements.
Balances of banks, sundry debtors and trade payables, current liabilities etc. as on 31.03.2026 are subject toconfirmation and reconciliation.
NOTE 41:
In the opinion of the management, there is no impairment of assets in accordance with the Ind AS - 36 as on thebalance sheet date.
NOTE 42:
There are no significant subsequent events that would require adjustments or disclosures in the financial statementsas on the balance sheet date.
NOTE 43:
These financial statements were approved for issue with a resolution of the board of directors on May 13, 2026.
NOTE 44:
All amounts disclosed in the financial statements and NOTEs have been rounded off to the nearest lakhs and decimalthereof as per the requirements of schedule III to the companies Act, 2013, unless otherwise stated.
NOTE 45:
Previous year's figures have been reclassified/regrouped wherever necessary to conform with the current financialstatements.
NOTE 46:
No proceeding has been initiated or pending against the company for holding any benami property under the BenamiTransactions (Prohibition) Act,1988 and rules made thereunder.
The Company has taken no borrowings from banks on the basis of security of current assets of the company.
NOTE 48:
The Company is not a declared willful defaulter by any bank or financial institution or other lender.
NOTE 49:
The Company has no transaction with companies struck off under section 248 of the Companies Act, 2013 orsection 560 of Companies Act,1956.
NOTE 50:
There is no charges or satisfaction yet to be registered with ROC beyond the statutory period.
NOTE 51:
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the CompaniesAct, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
NOTE 53: SIGNIFICANT ARRANGEMENTSIN TERMS OF SECTION 230 TO 237 OF THECOMPANIES ACT, 2013 DURING THE YEAR
During the year no scheme of arrangement has beenapproved by the competent authority in terms of sections230 to 237 of the Companies Act, 2013.
NOTE 54: UTILISATION OF BORROWED FUNDSAND SHARE PREMIUM:
(a) The Company has not advanced or loaned orinvested funds (either borrowed funds or sharepremium or any other source or kind of funds) toany other person(s) or entity(ies), including foreignentities (intermediaries) with the understanding(whether recorded in writing or otherwise) thatthe intermediary (i) directly or indirectly lend orinvest in other persons or entities identified in anymanner whatsoever by or on behalf of the company(ultimate beneficiaries) or (ii) provide any guarantee,security or the like to or on behalf of the ultimatebeneficiaries.
(b) The Company has not received any fund from anyother person(s) or entity(ies), including foreignentities (intermediaries) with the understanding(whether recorded in writing or otherwise) that thecompany shall (i) directly or indirectly lend or investin other persons or entities identified in any mannerwhatsoever by or on behalf of the funding party(ultimate beneficiaries) or (ii) provide any guarantee,security or the like to or on behalf of the ultimatebeneficiaries.
NOTE 55:
There is no transaction not recorded in the books ofaccount that has been surrendered or disclosed asincome during the year in the tax assessments under
the Income Tax Act, 1961. Further there is no previouslyunrecorded income and related assets requiringrecording in the books of account during the year.
NOTE 56:
The Company has done an assessment to identify coreinvestment company (CIC) [including CICs in the group]as per the necessary guidelines of Reserve Bank ofIndia [including Core Investment Companies (ReserveBank) Directions, 2016]. The company is not a CIC andno entities have been identified as CIC in the group, ofwhich company is a part.
NOTE 57:
The Company has not traded or invested in cryptocurency or virtual currency during the finanxcial year.
NOTE 58:
The board of directors of the company has recommendeda final dividend of ? 0.40 (20%) per equity share for thefinancial year ended 31st March, 2026 (for the year ended31st March, 2025 -? 0.30 (15%) per euity share) to bepaid on fully paid equity shares amounting to ? 452.34lakhs. The final dividend is subject to the approval ofshareholders at the annual general meeting and has notbeen included as a liability in these financial statements.
(a) As approved by the shareholders a dividend of ?0.30 (15%) per equity share aggregating to ? 339.26lakhs in respect of year ended 31st March, 2025 hasbeen paid during the year.
NOTE 59: DISCLOSURE PURSUANT TO INDIANACCOUNTING STANDARDS (IND AS) - 10:EVENTS AFTER REPORTING PERIOD
(a) The board of directors have recommended dividendof ? 0.40 (20%) per fully paid up equity share of ? 2/-each for the financial year 2025-26.
(b) On 21.04.2026 the Company further acquired 1,03,350 equity shares of f 10/- each in M R Organisation Limited,a subsidiary company, for a purchase consideration of f 557.57 lakhs, increasing its stake in the latter from 64%to 68%.
(c) Consequent upon the sale of the Company's entire stake in MR Organisation Limited (MRO) (68%) to Ingersoll-Rand Industrial U.S. Inc for a sale consideration of f 22,742 lakhs, MRO ceased to be a subsidiary of the Companywith effect from 30.04.2026. The financial impact of the transaction presently indeterminable has not beencomputed.