3.22.Provisions and Contingencies
A provision is recognized when a Company hasa present obligation (legal or constructive) as aresult of past event; it is probable that an outflowof resources embodying economic benefits willbe required to settle the obligation, in respect ofwhich a reliable estimate can be made. Provisionsare determined based on best estimate requiredto settle the obligation at the balance sheetdate. These are reviewed at each balance sheetdate and adjusted to reflect the current bestestimates.
If the effect of the time value of money is material,provisions are discounted using a current pre-taxrate that reflects, when appropriate, the risksspecific to the liability. When discounting is used,the increase in the provision due to the passageof time is recognised as a finance cost.
Provisions for warranty-related costs arerecognized when the product is sold or serviceprovided. Provision is estimated based on
historical experience and technical estimates.The estimate of such warranty-related costs isreviewed annually.
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the Company or a presentobligation that arises from past events but isnot recognized because it is not probable thatan outflow of resources embodying economicbenefits will be required to settle the obligation orthe amount of the obligation cannot be measuredwith sufficient reliability. The Company does notrecognize a contingent liability but discloses itsexistence in the standalone financial statements.
3.23. Borrowing Costs
Borrowing costs consist of interest and othercosts that an entity incurs in connection withthe borrowing of funds. Borrowing cost alsoincludes exchange differences to the extentregarded as an adjustment to the borrowingcosts. Borrowing costs directly attributable tothe acquisition, construction or production ofan asset that necessarily takes a substantialperiod of time to get ready for its intendeduse or sale are capitalised as part of the cost ofthe asset. Capitalisation of Borrowing Costsis suspended and charged to the statement ofprofit and loss during extended periods whenactive development activity on the qualifyingassets is interrupted. All other borrowing costsare expensed in the period they occur.
3.24. Earnings Per Share
Basic Earnings Per Share is calculated by dividingthe net profit or loss for the period attributableto equity shareholders by the weighted averagenumber of equity shares outstanding during theperiod.
The weighted average number of equity sharesoutstanding during the period and for allperiods presented is adjusted for events, such
as bonus shares, other than the conversion ofpotential equity shares, that have changed thenumber of equity shares outstanding, withouta corresponding change in resources. For thepurpose of calculating diluted earnings per share,the net profit or loss for the period attributableto equity shareholders and the weighted averagenumber of shares outstanding during the periodis adjusted for the effects of all dilutive potentialequity shares.
3.25.Share Based Payments (Employees StockOption Scheme)
Stock options are granted to the employeesunder the stock option scheme. The costs ofstock options granted to the employees (equity-settled awards) of the Company are measured atthe fair value of the equity instruments granted.For each stock option, the measurement of fairvalue is performed on the grant date. The grantdate is the date on which the Company and theemployees agree to the stock option scheme.The fair value so determined is revised only if thestock option scheme is modified in a manner thatis beneficial to the employees.
This cost is recognised, together with acorresponding increase in share-based payment(SBP) reserves / stock options outstandingaccount in equity, over the period in which theperformance and / or service conditions arefulfilled in employee benefits expense. Thecumulative expense recognised for equity-settled transactions at each reporting dateuntil the vesting date reflects the extent towhich the vesting period has expired and theCompany's best estimate of the number ofequity instruments that will ultimately vest. Thestatement of profit and loss expense or Credit fora period represents the movement in cumulativeexpense recognised as at the beginning and endof that period and is reported under employeebenefits expense.
The dilutive effect of outstanding options isreflected as additional share dilution in thecomputation of diluted earnings per share.
If the options vest in instalments (i.e. the optionsvest pro rata over the service period), then eachinstalment is treated as a separate share optiongrant because each instalment has a differentvesting period.
In certain circumstances, the Company maycancel outstanding stock options and issue freshoptions in substitution thereof. Such cancellationand re-issue are accounted for as a modificationof the original share-based payment arrangementin accordance with Ind AS 102 - Share-basedPayment.
3.26. Financial Instruments
A financial instrument is any contract that givesrise to a financial asset of one Company and afinancial liability or equity instrument of anotherCompany.
A. Financial Assetsi. Initial Recognition and Measurement
Financial assets are classified, at initialrecognition, as subsequently measured atamortised cost, fair value through othercomprehensive income (OCI), and fair valuethrough profit or loss.
The classification of financial assets atinitial recognition depends on the financialasset's contractual cash flow characteristicsand the Company's business model formanaging them. The Company initiallymeasures a financial asset at its fair valueplus, in the case of a financial asset not atfair value through profit or loss, transactioncosts.
Trade receivables that do not containa significant financing component aremeasured at transaction price.
ii. Subsequent Measurement
For purposes of subsequent measurement,financial assets are classified in threecategories:
a. Debt instruments at amortised cost
b. Debt instruments, derivatives andequity instruments at fair valuethrough profit or loss (FVTPL)
c. Debt instruments, derivatives andequity instruments measured at fairvalue through other comprehensiveincome (FVTOCI)
Debt instruments At Amortised Cost
A 'debt instrument' is measured at theamortised cost if both the followingconditions are met:
• The asset is held within a businessmodel whose objective is to holdassets for collecting contractual cashflows, and
• Contractual terms of the asset giverise on specified dates to cash flowsthat are solely payments of principaland interest (SPPI) on the principalamount outstanding.
After initial measurement, such financialassets are subsequently measured atamortised cost using the effective interestrate (EIR) method. Amortised cost iscalculated by taking into account anydiscount or premium on acquisition and feesor costs that are an integral part of the EIR.The EIR amortisation is included in financeincome in the profit or loss. The lossesarising from impairment are recognised inthe profit or loss. This category generallyapplies to trade and other receivables.
Debt Instruments at FVTPL
FVTPL is a residual category for debtinstruments. Any debt instrument, whichdoes not meet the criteria for categorizationas at amortised cost or as FVTOCI, isclassified as at FVTPL.
Debt instruments included within theFVTPL category are measured at fair valuewith all changes recognized in the P&L.
Debt instruments at FVOCI
The Company subsequently classifies itsfinancial assets as FVOCI, only if both of thefollowing criteria are met:
• The objective of the business modelis achieved both by collectingcontractual cash flows and selling thefinancial assets; and
• Contractual terms of the asset giverise on specified dates to cash flowsthat are Solely Payments of Principaland Interest (SPPI) on the principalamount outstanding.
Debt instruments included within the FVOCIcategory are measured at each reportingdate at fair value with such changes beingrecognised in other comprehensive income(OCI). The interest income on these assetsis recognised in profit or loss.
On derecognition of the asset, cumulativegain or loss previously recognised in OCI isreclassified to profit or loss.
Equity Investments
All equity investments in scope of Ind-AS109 are measured at fair value. Equityinstruments which are held for trading areclassified as at FVTPL. For all other equityinstruments, the Company decides toclassify the same either as at FVTOCI orFVTPL. The Company makes such electionon an instrument-by-instrument basis. Theclassification is made on initial recognitionand is irrevocable.
If the Company decides to classify an equityinstrument as at FVTOCI, then all fairvalue changes on the instrument, excludingdividends, are recognized in the OCI. Thereis no recycling of the amounts from OCI toP&L, even on sale of investment. However,the Company may transfer the cumulativegain or loss within equity.
iii. De-recognition
A financial asset (or, where applicable, a partof a financial asset or part of a Company ofsimilar financial assets) is de-recognisedprimarily when:
• The rights to receive cash flows fromthe asset have expired, or
• the Company has transferredsubstantially all the risks and rewardsof the asset or has transferred controlof the asset
iv. Impairment of Financial Assets
In accordance with Ind-AS 109, the Companyapplies Expected Credit Loss (ECL) modelfor measurement and recognition ofimpairment loss on the following financialassets and Credit risk exposure:
• Financial assets that are debtinstruments, and are measuredat amortised cost e.g., loans, debtsecurities, deposits, trade receivablesand bank balance
The Company follows 'simplified approach'for recognition of impairment lossallowance on Trade receivables.
The application of simplified approachdoes not require the Company to trackchanges in Credit risk. Rather, it recognisesimpairment loss allowance based onlifetime ECLs at each reporting date, rightfrom its initial recognition. For recognitionof impairment loss on other financial assets,the Company determines that whetherthere has been a significant increase inthe Credit risk since initial recognition. IfCredit risk has not increased significantly,12-month ECL is used to provide forimpairment loss. However, if Credit risk hasincreased significantly, lifetime ECL is used.If, in a subsequent period, Credit quality ofthe instrument improves such that there
is no longer a significant increase in Creditrisk since initial recognition, then the entityreverts to recognising impairment lossallowance based on 12-month ECL.
Lifetime ECL are the expected Creditlosses resulting from all possible defaultevents over the expected life of a financialinstrument. ECL is the difference betweenall contractual cash flows that are dueto the Company in accordance with thecontract and all the cash flows that theCompany expects to receive, discounted atthe original EIR. When estimating the cashflows, the Company is required to consider:
• All contractual terms of the financialinstrument (including prepayment,extension, call and similar options)over the expected life of the financialinstrument. However, in rare caseswhen the expected life of the financialinstrument cannot be estimatedreliably, then the Company is requiredto use the remaining contractual termof the financial instrument
• Cash flows from the sale of collateralheld or other Credit enhancementsthat are integral to the contractualterms
ECL impairment loss allowance (or reversal)recognized during the period is recognizedas income/ expense in the statementof profit and loss (P&L). This amount isreported under the head 'other expenses' inthe P&L. The balance sheet presentation forvarious financial instruments is describedbelow:
• Financial assets measured as atamortised cost: ECL is presentedas an allowance, i.e., as an integralpart of the measurement of thoseassets in the balance sheet. Theallowance reduces the net carryingamount. Until the asset meets write¬off Criteria, the Company does notreduce impairment allowance fromthe gross carrying amount.
For assessing increase in Credit risk andimpairment loss, the Company combinesfinancial instruments on the basis of sharedCredit risk characteristics with the objectiveof facilitating an analysis that is designed toenable significant increases in Credit risk tobe identified on a timely basis.
B. Financial Liabilitiesi. Initial Recognition and Measurement
All financial liabilities are recognisedinitially at fair value and, in the case of loansand borrowings and payables, net of directlyattributable transaction costs.
The Company's financial liabilities includetrade and other payables, loans andborrowings including bank overdrafts andderivative financial instruments.
The measurement of financial liabilitiesdepends on their classification, as describedbelow:
Financial Liabilities At Fair Value ThroughProfit and Loss
Financial liabilities at fair value throughprofit or loss include derivatives.Financial liabilities are classified as heldfor trading if they are incurred for thepurpose of repurchasing in the near term.This category also includes derivativefinancial instruments entered into bythe Company that are not designated ashedging instruments in hedge relationshipsas defined by Ind AS 109. Separatedembedded derivatives are also classified asheld for trading unless they are designatedas effective hedging instruments.
Gains or losses on liabilities held for tradingare recognised in the profit or loss.
Financial liabilities designated upon initialrecognition at fair value through profit orloss are designated as such at the initialdate of recognition, and only if the Criteriain Ind AS 109 are satisfied. For liabilitiesdesignated as FVTPL, fair value gains /losses attributable to changes in own Creditrisks are recognized in OCI. These gains /loss are not subsequently transferred toP&L. However, the Company may transferthe cumulative gain or loss within equity. Allother changes in fair value of such liabilityare recognised in the statement of profitand loss.
Loans and Borrowings
After initial recognition, interest-bearingloans and borrowings are subsequentlymeasured at amortised cost using the EIRmethod. Gains and losses are recognisedin profit or loss when the liabilities arederecognised as well as through the EIRamortisation process.
Amortised cost is calculated by takinginto account any discount or premium onacquisition and fees or costs that are anintegral part of the EIR. The EIR amortisationis included as finance costs in the statementof profit and loss.
Financial guarantee contracts
Financial guarantee contracts issued by theCompany are initially measured at theirfair values and are subsequently measuredat the higher of, the amount of lossallowance determined as per impairmentrequirements of Ind AS 109 and the amountinitially recognised less cumulative amountof income recognised.
De-recognition
A financial liability is derecognised when theobligation under the liability is discharged
or cancelled or expires. When an existingfinancial liability is replaced by anotherfrom the same lender on substantiallydifferent terms, or the terms of an existingliability are substantially modified, suchan exchange or modification is treated asthe de-recognition of the original liabilityand the recognition of a new liability.The difference in the respective carryingamounts is recognised in the statement ofprofit and loss.
Offsetting of Financial Instruments
Financial assets and financial liabilitiesare offset and the net amount is reportedin the balance sheet if there is a currentlyenforceable legal right to offset therecognised amounts and there is an intentionto settle on a net basis, to realise the assetsand settle the liabilities simultaneously.
3.27. Cash Dividend
The Company recognises a liability tomake cash distributions to equity holders,when the distribution is authorised and thedistribution is no longer at the discretion of theCompany. As per the corporate laws in India, adistribution is authorised when it is approvedby the shareholders. A corresponding amount isrecognised directly in equity.
3.28. New and amended standards
The Company applied for the first-time certainstandards and amendments, which are effectivefor annual periods beginning on or after 1st April2025. The Company has not early adopted anystandard, interpretation or amendment that hasbeen issued but is not yet effective.
(i) Amendments to Ind AS 21 - Lack ofexchangeability
The Ministry of Corporate Affairs (MCA)notified the Companies (Indian AccountingStandards) Amendment Rules, 2025, whichamend Ind AS 21, The Effects of Changes inForeign Exchange Rates to specify how an
entity should assess whether a currency isexchangeable and how it should determinea spot exchange rate when exchangeabilityis lacking. The amendments also requiredisclosure of information that enablesusers of its standalone financial statementsto understand how the currency not beingexchangeable into the other currencyaffects, or is expected to affect, the entity'sfinancial performance, financial positionand cash flows.
The amendments are effective for annualreporting periods beginning on or after 1stApril 2025. When applying the amendments,an entity cannot restate comparativeinformation. The amendments do nothave a material impact on the Company'sstandalone financial statements.
(ii) Amendments to Ind AS 1 - Classification ofLiabilities as Current or Non-current andNon-current Liabilities with Covenants
In August 2025, the MCA notifiedamendments to paragraphs 69 to 76 ofInd AS 1 to specify the requirements forclassifying liabilities as current or non¬current. The amendments clarify:
• What is meant by a right to defersettlement
• That a right to defer must exist at theend of the reporting period
• That classification is unaffectedby the likelihood that an entity willexercise its deferral right
• That only if an embedded derivativein a convertible liability is itself anequity instrument would the terms ofa liability not impact its classification
In addition, a requirement has beenintroduced to require disclosure when aliability arising from a loan agreement is
classified as non-current and the entity'sright to defer settlement is contingenton compliance with future covenantswithin twelve months. If there is a breachof a material covenant of a long termloan arrangement on or before the endof the reporting period, resulting in theliability becoming payable on demandas at the reporting date, and the lenderagrees—after the reporting period butbefore the standalone financial statementsare approved for issue—not to demandrepayment for at least 12 months as aconsequence of the breach, this shall betreated as an adjusting event. Accordingly,the entity is not required to classify theliability as current.
The amendments are effective for annualreporting periods beginning on or after 1stApril 2025 retrospectively in accordancewith Ind AS 8. The amendments do not haveany impact on the Company's standalonefinancial statements.
In August 2025, the MCA notifiedamendments to Ind AS 7 Statement of CashFlows and Ind AS 107 Financial Instruments:Disclosures to clarify the characteristicsof supplier finance arrangements andrequire additional disclosure of sucharrangements. The disclosure requirementsin the amendments are intended to assistusers of standalone financial statementsin understanding the effects of supplierfinance arrangements on an entity'sliabilities, cash flows and exposure toliquidity risk.
The Company has evaluated the amendmentand has determined that it does not haveany impact in its standalone financialstatements.
In August 2025, the MCA notifiedamendments to Ind AS 12 Income Taxes inresponse to the OECD's BEPS Pillar Tworules and include
• A mandatory temporary exceptionto the recognition and disclosureof deferred taxes arising from thejurisdictional implementation of thePillar Two model rules; and
• Disclosure requirements for affectedentities to help users of the financial
statements better understand anentity's exposure to Pillar Two incometaxes arising from that legislation,particularly before its effective date
The mandatory temporary exception - theuse of which is required to be disclosed- applies immediately. The remainingdisclosure requirements apply for annualreporting periods beginning on or after 1stApril 2025, but not for any interim periodsending on or before 31st March 2026. Theamendments do not have any impact on theCompany's standalone financial statements.
The Company's Investment Property consists of two properties in Mumbai lying vacant and two properties inChennai let out on rent with a lease term of less than 12 months.
On transition to Ind AS (i.e. 1st April 2016), the Company has elected to continue with the carrying value of allInvestment Properties measured as per the previous GAAP and use that carrying value as the deemed cost ofInvestment Property.
The fair value of the investment properties is determined by an accredited Independent valuer, who is a specialistin valuing these types of investment properties and is a registered valuer as defined under Rule 2 of Companies(Registered Valuers and Valuation) Rules, 2017. The valuation model in accordance with that recommendedby the International Valuation Standards Committee has been applied. The resulting Fair Value Estimates areclassified under Level 3 of the Fair Value Hierarchy (Refer Note 41.2).
The Company has no restrictions on the disposal of its Investment Property and no contractual obligations topurchase, construct or develop Investment Property or for Repairs, Maintenance and Enhancements.
Notes:
i) During the year, the Company invested an amount of '20.06 Cr. in TI Medical Private Limited towardssubscription to 2,86,566 equity shares.
ii) During the year, the Company invested '100 Cr. towards subscription to Series A1 Compulsorily ConvertiblePreference Shares of 3xper Innoventure Private Limited.
iii) TII along with its subsidiary TI Clean Mobility Private Limited (“TICMPL") have entered into ShareholdersAgreement in February 2023 (amended from time to time) with certain third party investors. Pursuant to theagreement, the Company has subscribed to Series B Compulsorily Convertible Preference Shares (“CCPS")CCPS amounting to '500 Cr. between March 2023 and June 2023. Series A was subscribed to by otherinvestors in multiple tranches between March 2023 and June 2024. As per the terms of the agreement,each series of the CCPS was convertible into equity shares where the number of equity shares to be issuedwere determined using a pre-determined formula at the conversion date / liquidation date. Accordingly,the Company has accounted for its investment in CCPS as Fair Value Through Profit and Loss (“FVTPL”),resulting in recognition of fair value gain/ (loss) of '6.80 Cr. during the current year ('569.00 Cr. during theyear ended 31st March 2025).
During the quarter and year ended 31st March 2026, the Company alongwith TICMPL entered intoAmended and Restated Shareholders Agreement (“Restated SHA") with the investors, in terms of which, itwas brought out that the total number of equity shares to be issued by TICMPL upon conversion is fixed. Inview of the foregoing, and economic substance of the Revised SHA between the parties, the managementhas assessed that the investment in CCPS is in the nature of equity, measured at cost less impairment, ifany. Accordingly, the Company has derecognised the FVTPL Investments as at 30th March, 2026 (date ofRestated SHA) of '1,075.80 Cr. (representing the carrying value of the CCPS) and has presented suchamount as Investment in the CCPS of subsidiary measured at cost, less impairment if any.
iv) Based on the Restated SHA as mentioned above, on 30th March 2026, the Company has invested '250 Cr.in Series C CCPS of TICMPL, which is accounted for at cost less impairment if any (convertible into fixednumber of shares), having regard to the terms of such investment.
v) Moshine Electronics Private Limited sought for a conversion of all the Inter-corporate deposits includingInterest accrued and not due to Equity on 2nd January, 2025 and the conversion was completed on 30thMarch 2025. The said loans of '7.65 Cr. along with Interest accrued but not due of '0.64 Cr. were convertedinto equity on 30th March 2025 and the loan balances was Nil as on 31st March 2025.
Investments at fair value through OCI (fully paid) reflect investment in unquoted equity securities. The Companyhas irrevocably designated the unquoted equity securities as FVTOCI on the basis that these are not held fortrading and considers these as strategic investments. Refer Note 41.1 for determination of their fair value.
*Represents amount less than '0.01 Cr.
i) During the year, the Company additionally purchased 1,20,000 equity shares of face value of '10 each ofWatsun InfraBuild Private Limited at face value, amounting to '0.12 Cr.
Note on New Labour Code: The Government of India notified the New Labour Codes, effective 21st November2025. Based on the best information available at the time, management assessed the impact of these changesin respect of the period up to 21st November 2025, and has recognised additional gratuity and compensatedabsences related liabilities during the year amounting to '22.75 Cr. (of '22.55 Cr. and '0.20 Cr. respectively),which are presented as exceptional items. The Company will continue to monitor the clarifications in this regardand provide necessary accounting effect as and when such clarifications are issued.
Note 32. Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Company's Standalone Financial Statements requires management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, andthe accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptionsand estimates could result in outcomes that require a material adjustment to the carrying amount of assets orliabilities affected in future periods.
a. Judgements
In the process of applying the Company's accounting policies, management has made the followingjudgement, which has significant effect on the amounts recognised in the Standalone Financial Statements.
i. LeasesDetermining the lease term of contracts with renewal and termination options - Company as lessee
The Company determines the lease term as the non-cancellable term of the lease, together with anyperiods covered by an option to extend the lease if it is reasonably certain to be exercised, or anyperiods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company applies judgement in evaluating whether it is reasonably certain whether or not toexercise the option to renew or terminate the lease. That is, it considers all relevant factors that createan economic incentive for it to exercise either the renewal or termination.
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses itsincremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that theCompany would have to pay to borrow.
Refer Note 39 for information on potential future rental payments relating to periods following theexercise date of extension and termination options that are not included in the lease term.
b. Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a material adjustment to the carrying amounts of assets andliabilities within the next financial year, are described below. The Company based its assumptions andestimates on parameters available when the Standalone Financial Statements were prepared. Existingcircumstances and assumptions about future developments, however, may change due to market changesor circumstances arising that are beyond the control of the Company. Such changes are reflected in theassumptions when they occur.
i. Impairment of Non-Financial assets including Investment in Subsidiaries
Impairment exists when the carrying value of an asset or cash generating unit, exceeds its recoverableamount, which is the higher of its fair value less costs of disposal and its value in use. The fair value lesscosts of disposal calculation is based on available data from binding sales transactions, conducted atarm's length, for similar assets or observable market prices less incremental costs for disposing of theasset. The value in use calculation is based on a DCF model.
ii. Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxableprofit will be available against which the losses can be utilised. Significant management judgement isrequired to determine the amount of deferred tax assets that can be recognised, based upon the likelytiming and the level of future taxable profits together with future tax planning strategies.
iii. Revenue from Contract with Customers
The Company estimates variable considerations to be included in the transaction price for the sale ofgoods with rights of return and volume rebates. The Company's expected volume rebates are analysedon a per customer basis for contracts that are subject to volume threshold. Determining whethera customer will be likely entitled to rebate will depend on the customer's rebates entitlement andaccumulated purchases to date.
iv. Allowances for Slow / Non moving Inventory and Obsolescence
An allowance for Inventory is recognised for cases where the realisable value is estimated to be lowerthan the inventory carrying value. The inventory allowance is estimated taking into account variousfactors, including prevailing sales prices of inventory item and losses associated with obsolete /slow-moving / redundant inventory items. The Company has, based on these assessments, madeadequate provision in the books.
v. Employee Benefits
The cost of the defined benefit gratuity plan and other post-employment leave encashment benefitand the present value of the gratuity obligation are determined using actuarial valuations. An actuarialvaluation involves making various assumptions that may differ from actual developments in thefuture. These include the determination of the discount rate, future salary increases and mortalityrates. In determining the appropriate discount rate, the management considers the interest rates ofgovernment bonds where remaining maturity of such bond correspond to expected term of defined
benefit obligation. Due to the complexities involved in the valuation and its long-term nature, a definedbenefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed ateach reporting date. Further details about defined benefit obligations are given in Note 35.
vi. Fair Value Measurement of Financial Instruments
Some of the Company's assets and liabilities are measured at fair value for financial reporting purposes.The Company determines the appropriate valuation techniques (like Monte Carlo, DCF model asapplicable) and inputs for fair value measurements. In estimating the fair value of an asset or a liability,the Company uses market-observable data to the extent it is available. Where Level 1 inputs are notavailable, the Company exercises certain degree of judgements / engages third party qualified valuersto perform the valuation and fair value is measured using valuation techniques including the MonteCarlo, DCF model, as applicable. Judgements include considerations of inputs such as liquidity andcredit risk and volatility. Further, the judgements with regard to CCPS include those relating to inputsfor valuation (like conversion, liquidation events, valuation model, expected volatility, risk free rate,time interval, etc,) considering the complex terms attached to the instrument. Changes in assumptionsabout these factors could affect the reported fair value of financial instruments. See Note for furtherdisclosures.
vii. Useful Lives of Property, Plant and Equipment
Property, plant and equipment are depreciated over the estimated useful lives, after taking intoconsideration the estimated residual value. The Company reviews the estimated useful lives ofproperty, plant and equipment at the end of each reporting period.
viii. Impairment Allowance (allowance for bad and doubtful debts)
The Company makes provision for doubtful receivables based on a provision matrix which takesinto account external and internal credit risk factors and historical data of credit losses from variouscustomers adjusted for forward looking estimate.
Note 33. Standards issued but not yet effective
The amendments to the standards that are notified by the Ministry of Corporate Affairs (MCA), but not yeteffective, up to the date of issuance of the Company's standalone financial statements are disclosed below. TheCompany will adopt these amendments to the standards, when they become effective.
Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities withCovenants
In accordance with Ind AS 1 currently applicable, breach of an immaterial covenant is ignored in deciding currentvs. non-current classification of liabilities. Also, in case of breach of a material covenant of a non-current loan onor before the reporting date, the entity can obtain waiver from the lender after the reporting date and continueto classify the loan as non-current liability. In accordance with changes to Ind AS 1 already notified by the MCA,the above relaxations to classify loan as non-current liability will not be available from FY 2026-27 onward andneed to be applied retrospectively. Consequently
- A breach of either material or immaterial covenant will trigger current classification of liability.
- To continue classifying loan as non-current liability, entities will need to obtain waiver from the breach on orbefore the reporting date.
The amendment is not expected to have any significant impact on the Company's standalone financial statements.
Note 34. Stock Options
During the year fresh grant of 6,68,920 options under ESOP 2017 scheme was approved by the Nomination andRemuneration Committee of the Board of Directors of the Company.
With reference to the grants approved by the Nomination and Remuneration Committee of the Board ofDirectors of the Company, the Company has recognised expense amounting to '8.63 Cr. (Previous Year -'5.71 Cr.) for employees services received during the year which is shown under Share based payments(Refer Note 23).
Note 35. Employee Benefits ObligationDefined Benefit Plana. Gratuity
In accordance with Indian law, the Company operate a scheme of gratuity which is a defined benefit plan.The gratuity plan provides for a lump sum payment to vested employees at retirement, death while inemployment or on termination of employment in accordance with the provisions under the Code on SocialSecurity, 2020 or as per the Company Scheme, as applicable. Vesting occurs upon completion of contractualperiod of continuous years of service as defined in the Code on Social Security, 2020. The scheme is fundedwith an Insurance Company in the form of qualifying insurance policy. The following table summarizes thecomponents of net benefit expense recognised in the Statement of profit and loss and the funded status andamounts recognised in the Balance Sheet.
i The entire Plan Assets are invested in insurer managed funds with Life Insurance Corporation of India (LIC).
ii The expected/actual return on Plan Assets is as furnished by LIC.
iii The estimate of future salary increase takes into account inflation, likely increments, promotions and otherrelevant factors.
iv The above disclosure excludes provision for Fixed Term Employees of '1.57 Cr.
Risk analysis:
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value ofthe liability requiring higher provision. A fall in the discount rate generally increases the mark to market value ofthe assets depending on the duration of asset.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of members.As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined byreference to market yields at the end of the reporting period on government bonds. If the return on plan assetis below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix ofinvestments in government securities, and other debt instruments.
Mortality risk:
Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does nothave any longevity risk.
b. Provident Fund
The Company's Provident Fund is exempted under the Code on Social Security, 2020. The plan guaranteesinterest at the rate notified by the Provident Fund Authorities. The contribution by the employer andemployee together with the interest accumulated thereon are payable to employees at the time of separationfrom the Company or retirement, whichever is earlier. The benefits vests immediately on rendering of theservices by the employee. The Company has an obligation to make good the shortfall, if any, between thereturn from the investments of the trust (including any decrease in value of investments) and the notifiedinterest rate. The exempt provident fund set up by the company is a defined benefit plan under Ind AS 19 -Employee Benefits.
d. Contributions to Defined Contribution Plans
During the year, the Company recognised '7.80 Cr. (Previous year - '7.85 Cr.) to Provident Fund underDefined Contribution Plan, '11.55 Cr. (Previous year - '11.28 Cr.) for Contributions to SuperannuationFund, '0.47 Cr. (Previous year - '0.60 Cr.) for Contributions to Employee State Insurance Scheme and'0.81 Cr. (Previous year - '0.54 Cr.) for Contribution to National Pension Scheme in the Statement of Profitand Loss.
Note 36a. Contingent LiabilitiesNote i
a) Matters wherein management has concluded the Company's liability to be probable have accordingly beenprovided for in the books. Also Refer note 17.
b) Matters wherein management has concluded the Company's liability to be possible have accordingly beendisclosed under Note 36a ii Contingent liabilities below.
c) Matters wherein management is confident of succeeding in these litigations and have concluded theCompany's liability to be remote. This is based on the relevant facts of judicial precedents and as advised bylegal counsel which involves various legal proceedings and claims, in different stages of process.
(a) Draft Assessment Orders received from Taxation Authorities and Show Cause Notices received fromvarious other government authorities, pending adjudication, have been assessed by the management andconsidered appropriately in the standalone financial statements.
(b) The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities aredependent on the outcome of various legal proceedings and therefore, cannot be predicted accurately.
(c) The Company considers the Cash flow in each of the cases to be uncertain and hence considered asContingent Liabilities.
Terms and Conditions of transaction with Related Parties
The transactions with Related Parties are made on terms equivalent to those that prevail in arm's lengthtransactions and in ordinary course of business. The Company mutually negotiates and agrees transaction valueand payment terms with the Related parties by benchmarking the same to transactions with non-related parties.Outstanding balances at the year-end are unsecured and interest free (excluding inter-corporate deposits) andsettlement occurs in Cash. For the year ended 31st March 2026, the Company has not recorded any impairmentof receivables relating to amounts owed by Related Parties. Refer Note 6a(v) for details of Investments/Inter-corporate deposits.
As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole,the amounts pertaining to the key management personnel are not included above.
Note 38. Segment Information
The Chief Operating Decision Maker (CODM) reviews the business as three primary segments - “Engineering",“Metal Formed Products" and “Mobility", and in accordance with the core principles of IND AS 108 - 'OperatingSegments', these have been considered as the reportable segments of the Company.
The Management Committee headed by Executive Chairman and Vice-Chairman (CODM) consisting ofManaging Director, Chief financial officer, Leaders of Strategic Business Units and Human resources haveidentified the above three reportable operating segments. It reviews and monitors the operating results of theoperating segments for the purpose of making decisions about resource allocation and performance assessmentusing profit or loss of reportable segments and is measured consistently.
The Engineering segment comprises of cold rolled steel strips and precision steel tube viz., Cold Drawn Weldedtubes (CDW) and Electric Resistance Welded tubes (ERW). The Metal Formed Products segment comprises ofAutomotive chains, fine blanked products, stamped products, roll-formed car door frames and cold rolled formedsections for railway wagons and passenger coaches.The Mobility segment comprises of Standard bi-cycles,Special bi-cycles including alloy bikes and Speciality performance bikes and fitness equipment. The Industrialchains and new business namely, Optic Lens, TMT Bars and TI Machine building are reported as Others for thepurpose of segment reporting.
Segment assets and liabilities include those directly identifiable with the respective segments. Unallocatedcorporate assets and liabilities represent the assets and liabilities that relate to the Company as a whole and arenot allocable to any segment. Expenses that are directly identifiable to segments are considered for determiningthe segment results. Expenses which relate to the Company as a whole and are not allocable to segments areincluded under unallocated corporate expenses.
Note 39. Leases
The Company has lease contracts for Land and Building used for the purpose of Warehouses and Factories.Leases of such assets generally have lease terms between 2 and 95 years. The Company's obligations under itsleases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigningand subleasing the leased assets and some contracts require the Company to maintain certain financial ratios.There are several lease contracts that include extension and termination options and variable lease payments,which are further discussed below.
The Company also has certain leases of machinery with lease terms of 12 months or less. The Company appliesthe 'short-term lease' recognition exemptions for these leases.
The carrying amounts of right-of-use assets recognised and the movements during the period is explained inNote No.4b.
The Company had total cash outflows for leases (including short term leases) of '16.50 Cr. in 31st March 2026('15.95 Cr. during the year ended 31st March 2025). The Company also had non-cash additions to right-of-useassets and lease liabilities of '1.65 Cr. during the year ('6.20 Cr. during the year ended 31st March 2025). Thereare no future cash outflows relating to leases that have not yet commenced.
The Company has several lease contracts that include extension and termination options. These options arenegotiated by management to provide flexibility in managing the leased-asset portfolio and align with theCompany's business needs. Management exercises some or certain judgements in determining whether theseextension and termination options are reasonably certain to be exercised (see Note 32).
The company does not expect undiscounted potential future rental payments relating to periods following theexercise date of extension and termination options that are not included in the lease term.
The management assessed that cash and cash equivalents, trade receivables, loans, current investments, otherfinancial assets, short term borrowings, trade payables and other current financial liabilities approximate theircarrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities are included at the amount at which the instrument couldbe exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Thefollowing methods and assumptions were used to estimate the fair values:
i. The fair values of quoted equity investments are derived from quoted market prices in active markets.
ii. The fair values of certain unquoted equity investments have been estimated using Discounted Cash-flowModel (DCF). The valuation is based on certain assumptions like forecast cash-flows, discount rate, etc.
iii. The valuation of Compulsorily Convertible Preference Share (CCPS) is carried out by the managementusing Monte Carlo simulation approach which is a statistical technique that is used to simulate equity valueof the Company. Further, the judgements with regard to CCPS include those relating to inputs for valuation(like conversion, liquidation events, valuation model, expected volatility, risk free rate, time interval, etc,)considering the terms attached to the instrument.
iv. Derivatives are fair valued using market observable rates and published prices.
Note 42. Financial Risk Management Objectives and Policies
The Company's principal financial liabilities comprise of borrowings and trade payables. The main purpose ofthese financial liabilities is to raise finance for the Company's operations. The Company has various financialassets such as trade receivables, cash and short-term deposits, which arise directly from its operations. TheCompany also holds FVTOCI investments, FVTPL investments and enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior managementoversees the management of these risks. The Company's senior management is supported by a Risk ManagementCommittee that advises on financial risks and the appropriate financial risk governance framework for theCompany. The Risk Management Committee provides assurance to the Company's senior management that theCompany's financial risk activities are governed by appropriate policies and procedures and that the financialrisks are identified, measured and managed in accordance with the Company's policies and risk objectives. Allderivative activities for risk management purposes are carried out by specialist teams that have the appropriateskills, experience and supervision. It is the Company's policy that no trading in derivatives for speculativepurposes may be undertaken.
A. Market Risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that mayresult from a change in the price of a financial instrument. The value of a financial instrument may changeas a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations,liquidity and other market changes. Future specific market movements cannot be normally predicted withreasonable accuracy.
Foreign Currency Exchange Rate Risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement ofprofit & loss and changes in equity, where any transaction references more than one currency or whereassets/liabilities are denominated in a currency other than the functional currency of the respectiveCompany.
The Company, as per its forex policy, uses foreign exchange and other derivative instruments primarilyto hedge foreign exchange and interest rate exposure.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposureto exchange rate risks. It hedges a part of these risks by using derivative financial instruments inaccordance with its forex policy.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreignexchange rate exposure of a currency and a simultaneous parallel foreign exchange rates shift in theforeign exchange rates of each currency by 5%.
Foreign Currency Sensitivity
The following tables demonstrate the sensitivity to 5% appreciation in USD, EURO, JPY and KRWexchange rates on foreign currency exposures as at the year end, with all other variables held constant.The impact on the Company's profit before tax is due to changes in the fair value of monetary assetsand liabilities. The Company's exposure to foreign currency changes for all other currencies is notmaterial.
Conversely, 5% depreciation in the USD and Euro rates against the significant foreign currencies as at31st March 2026 and 31st March 2025 would have had the same but opposite effect, again holding allother variables constant.
Equity Price Risk
Equity Price Risk is related to the change in market reference price of the investments in equitysecurities.
The majority of the Company's investments are in the shares of group companies, which are carried atcost. The Company has investments in other equity investments for '7.15 Cr. as at 31st March 2026.(As at 31st March 2025 - '6.44 Cr.). The Company's exposure to price risks from Equity investmentsat FVOCI is considered immaterial.
B. Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according tothe contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk ofdeterioration of creditworthiness as well as concentration risks.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables,loans and advances and derivative financial instruments. None of the financial instruments of the Companyresult in material concentrations of credit risks. To manage this, the Company periodically assesses thecredit worthiness of customers and sets credit limit, taking into account the financial condition, currenteconomic trends (for exports) and overdue receivables. General payment terms include credit periodranging upto 120 days and advances where applicable. Where the loans or receivables are impaired, theCompany continues to engage to recover the receivable due.
Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by theCompany's treasury department. The objective is to minimise the concentration of risks and thereforemitigate financial loss.
C. Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective ofliquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use asper requirements.
The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore,the Company has access to funds from debt markets through commercial paper, non-convertible debentures,and other debt instruments. The Company invests its surplus funds in bank fixed deposit and liquid andliquid plus schemes of mutual funds, which carry no/low mark to market risks.
The Company also constantly monitors funding options available in the debt and capital markets with aview to maintaining financial flexibility.
As at 31st March 2026, the Company has undrawn committed lines of '750 Cr. (As at 31st March 2025 -'650 Cr.)
D. Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The Company's exposure to the risk of changes in marketinterest rates relates primarily to the Company's debt obligations with floating interest rates.
The effect on Profit before tax on increase (or) decrease of 50 basis points will be Nil as the company do nothave borrowing (Previous year : '0.13 Cr.).
Note 43. Capital Management
The Company's capital management is intended to create value for shareholders by facilitating the meeting oflong-term and short-term goals of the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-termproduct and other strategic investment plans. The funding requirements are met through internal accruals,nonconvertible debentures, external commercial borrowings and other long-term/short-term borrowings. TheCompany's policy is aimed at combination of short-term and long-term borrowings.
The Company monitors capital employed using a Debt equity ratio, which is total debt divided by total equity andmaturity profile of the overall debt portfolio of the Company.
There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in thecurrent period.
Note 46. Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pendingagainst the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
(iii) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(iv) The Company has not advanced or loaned or invested funds to any persons or entities, including foreignentities (intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever 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.
(v) The Company has not received any fund from any persons or entities, including foreign entities (FundingParties) 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 whatsoeverby or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not made any such transaction which is not recorded in the books of accounts that hasbeen surrendered or disclosed as income during the year in the tax assessments under the Income TaxAct,1961 (such as search or survey or any other relavant provision of the Income Tax Act, 1961).
(vii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
(viii) During the current year, the Company does not have any transactions with companies which has beenstruck off by ROC under section 248 of the Companies Act, 2013. The details for the year ended 31st March2025 are given below:
Note 47. Information relating to Proviso to Rule 3(1) of Companies (Accounts) Rules, 2014 on Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the period except that:
a) with respect to an application used for payroll processing which is operated by a third-party softwareservice provider, the management is not in possession of a detailed Service Organisation Controls Report,to determine whether audit trail feature of the said application was enabled and operated throughout theyear for all relevant transactions recorded in the application or whether there were any instances of theaudit trail feature being tampered with.
Further, for the applications and periods for which audit trail feature is enabled and operated there havevbeen no instance of audit trail feature being tampered with.
b) Additionally, the audit trail of relevant prior years has been preserved by the Company as per the statutoryrequirements for record retention, to the extent it was enabled and recorded in those respective years,except that, with respect to an application operated by a third-party software service provider as referredto in (a) above, in the absence of coverage of this attribute for the period enabled in the related ServiceOrganisation Controls report, we are unable to assess whether the audit trail has been preserved as per thestatutory requirements for record retention.
Note 48. Events after reporting period
The company has entered into a Securities Subscription and Purchase Agreement & Shareholders' Agreement(“Definitive Agreements") on 6th February 2026 for staggered acquisition of up to 87% of the equity share capitalof M/s. Orange Koi Private Limited (“Orange Koi") through a combination of purchase of equity shares from theexisting shareholders and by way of subscription to fresh equity shares. Subsequently, in April 2026, TII acquired76.24% of the paid-up equity share capital of Orange Koi for a total consideration of '35 Cr. Consequently,Orange Koi has become a subsidiary of the Company in April 2026.