L) Provisions General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Warranty provisions
Provisions for warranty-related costs are recognised when the product is sold or service provided to the customer. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually.
Coupon scheme provision
Provision for coupon scheme is recognised based on historical coupon redemption information and any recent trends towards supplies pertaining to other than OEMs. These coupons are expected to be redeemed within 2 to 3 years.
Onerous contracts
If the Company has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision.
M) Earnings Per Share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of equity shares outstanding during the reporting period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.
(ii) Diluted earnings per share
For calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
N) Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management. Bank overdraft are shown within borrowings in current liabilities in the balance sheet.
O) Segment reporting
In accordance with paragraph 4 of notified Ind AS 108 "Operating segments", the Company has disclosed segment information only on the basis of the consolidated financial statements.
P) Financial Instruments Financial Assets
Initial Recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient, the company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through Statement of Profit and Loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies for Revenue from contracts with customers.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade
date, i.e., the date that the company commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement,
financial assets are classified in four categories:
- Financial assets at amortised cost
(debt instruments)
- Financial assets at fair value through other
comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments)
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
- Financial assets at fair value through
Statement of Profit and Loss
Debt instruments at amortized cost
A ‘debt instrument' is measured at the amortized cost if both the following conditions are met:
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of EIR. The EIR amortization is included in finance costs/ income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.
Equity investments
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such an election on an instrument-by-instrument basis. This classification is made on initial recognition and is irrevocable.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in Statement of Profit and Loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e. removed from the Company balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “"pass-through”” arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company continuing involvement. In that case, the
Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Impairment of financial assets
In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:-
(a) Financial assets that are debt instruments, and are measured at amortized cost e.g. loans, debt securities, deposits, trade receivables and bank balance
(b) Trade receivables or any contractual right to receive cash or another financial asset
The Company follows ‘simplified approach' for recognition of impairment loss allowance on:
Trade receivables
In respect of other financial assets E.g. debt securities, deposits, bank balances etc), the Company generally invests in instruments with high credit rating and consequently low credit risk. In the unlikely event that the credit risk increases significantly, from inception of investment, lifetime ECL is used for recognising impairment loss on such assets.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument.
ECL is the difference between all contractual cash flows that are due to the company is in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:
- All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument.
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/expense in the Statement of Profit and Loss (P&L). This amount is reflected under the head ‘other expenses' in the P&L. The balance sheet presentation for various financial instruments is described below:
Financial assets measured at amortized cost, contract assets:
ECL is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through Statement of Profit and Loss, loans and borrowings, payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts
Loans and borrowings
This is the category most relevant to the Company. After initial recognition, interest¬ bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate ( EIR) method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss. This category generally applies to interest bearing loans and borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires when an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
Fair value measurement
The Company measures financial instruments, such as, derivatives and investments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarizes accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
Disclosures for valuation methods, significant estimates and assumptions (Note 2A)
Quantitative disclosures of fair value measurement hierarchy (Note 42)
Financial instruments (including those carried at amortized cost) (Note 43, 44 and 45)
Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit and Loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to Statement of Profit and Loss when the hedge item affects Statement of Profit and Loss or treated as basis adjustment if a hedged forecast
transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:
1 Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment
2 Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment
Hedges of a net investment in a foreign operation-
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the Company's risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for, as described below:
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit and Loss.
The Company uses derivative contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm commitments. The ineffective portion relating to foreign currency contracts is recognised in finance costs.
Amounts recognised as OCI are transferred to Statement of Profit and Loss when the hedged transaction affects Statement of Profit and Loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.
Q) Contingent liabilities
A disclosure for a contingent liability is made where there is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
R) Changes in accounting policies and disclosures New and amended standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after April 01, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Amendments to Ind AS 21 - Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after April 01, 2025. When applying the amendments, an entity cannot restate comparative information.
The amendments do not have a material impact on the Company's financial statements.
(ii) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non¬ current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.
If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees—after the reporting period but before the financial statements are approved for issue—not to demand repayment for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly, the entity is not required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after April 01 , 2025 retrospectively in accordance with Ind AS 8.
The company has no impact of these amendments in its classification criteria of current and non-current liabilities.
(iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of
supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
As a result of implementing the amendments, the Company has provided additional disclosures about its supplier finance arrangement. Please refer to Note 24.
(iv) International Tax Reform—Pillar Two Model Rules - Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after April 01,2025 but not for any interim periods ending on or before March 31,2026.
The amendments had no impact on the Company's standalone financial statements as the Company is not in scope of the Pillar Two model rules
Recent accounting pronouncements
Standards issued but not yet effective
The new and amended standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt these new and amended standards, when they become effective.
(i) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants and Ind AS 10 Events after the Reporting Period
Ind AS 10 has been amended to remove the previous treatment under which a lender's post-reporting-date waiver granted before the financial statements were approved for issue of a breach of a material covenant in a long-term loan arrangement that occurred on or before the end of the reporting period, resulting in the liability becoming payable on demand at the reporting date, was regarded as an adjusting event.
For annual reporting periods beginning on or after April 01 , 2026 any breach of a covenant—whether material or immaterial—occurring on or before the reporting date will, in accordance with Ind AS 1, require the related liability to be classified as current, unless the lender has granted a waiver of the breach on or before the reporting date and has agreed not to demand repayment for at least 12 months after the reporting date as a consequence of the breach. Such a waiver shall be treated as an adjusting event.
The amendments are effective for annual reporting periods beginning on or after April 01,2026 retrospectively in accordance with Ind AS 8.
Note 2A: Significant accounting judgements, estimates and assumptions
The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company's accounting policies, following are significant judgements made by the management:
1) Revenue from contracts with customers
The Company provides product development/engineering services to its customers. Under Ind AS 115, the Company has determined that such services generally do not constitute a separate performance obligation under the contracts with customers but are part of the performance obligation of the Company to supply finished goods to the customer. Accordingly, under Ind AS 115, revenue from product development/ engineering services is recognised over the period of production from the start of production (SOP) date. Payments received from customers in respect of such services before SOP date are considered as contract liability. Further, the Company has determined that the costs incurred in respect of product development/engineering services are eligible to be capitalised as intangible assets and accordingly such costs have been presented as ‘Capitalised
development cost' under Intangible assets (also refer note 5).
Development of toolings for the customers has been identified by the Company to be a separate performance obligation. Further,the Company has determined that the performance obligation in respect of development of toolings is satisfied at a point in time.
2) De-recognition of trade receivables under factoring arrangements
The Company enters into non-recourse factoring arrangements for its trade receivables with various banks/financial institutions. The Company derecognizes the receivables from its books if it transfers substantially all the risks and rewards of ownership of the financial asset (i.e. receivables). The assessment of de¬ recognition of trade receivables under the factoring arrangements is complex and requires judgement (refer note 12).
3) Allowability of deduction on write-off of loans to subsidiary under the Income Tax Act, 1961
During the year ended March 31, 2024, the Company derecognised (written-off) loans given to VarrocCorp Holding BV (‘VCHBV'), Netherlands including interest on such loans aggregating to H 13,533.33 million(including H 1,736.89 million by Varroc Polymers Limited (‘VPL'), wholly owned subsidiary, now merged with the Company as explained in Note 54(c)) after making requisite submissions to AD Bank. The Company claimed this write-off on loans as an allowable business loss, considering that these loans extended to VCHBV were in the nature of trade investments to derive benefits for the Company's businesses rather than for earning dividend/capital appreciation. The Company obtained legal opinions from two independent senior counsels who have supported their view on claiming this write-
off of loans as an allowable business loss. Accordingly, VPL considered this loss as tax deductible for computation of current tax provision to the extent of H 437.14 million and the Company recognised deferred tax asset of Rs 2,968.93 million during the year ended March 31, 2024. Deferred tax asset on such losses available for set off against future income is H 211.18 million as at March 31, 2026 (March 31,2025: H 1,378.38 million). Significant management judgement involved with respect to deductibility of such expenditure under Income tax Act, 1961 considering the same as business expenditure (refer note 23).
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
1) Defined benefit plans
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Further details about gratuity obligation are given in Note 41.
2) Deferred taxes
At each reporting date, the Company assesses whether the realization of future tax benefits is sufficiently probable to recognize/ carry forward deferred tax assets. This assessment requires the use of significant estimates/assumptions with respect to assessment of future taxable income. The recorded amount of total deferred tax assets could change if estimates of projected future taxable income change or if changes in current tax regulations are enacted. (Refer note 23 for details)
3) Provision for warranty and claims
Warranties are provided for a specified period of time. The estimated liability for warranties is recorded when the products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and our estimates regarding possible future incidence based on actions on product failures.
The Company estimates the provisions towards claims basis probability of expenses arising out of claims from legal disputes that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions for warranties and claims are reviewed at the end of each reporting date and are adjusted to reflect the current best estimates.
4) Useful life of property, plant and equipment and intangible assets:
The Company uses its technical expertise along with historical and industry trends
for determining the economic useful life of assets. The useful lives are reviewed by management periodically and revised, if appropriate. In case of a revision, the unamortised amount is charged over the remaining useful life of the assets.
5) Impairment of non-current investments (other than financial assets)
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available
data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
There are no CWIP for which completion is overdue or has exceeded its cost compared to its original budget.
Capital work in progress mainly comprises Factory building, plant and machinery, vehicle and factory equipments under installation.
Notes:
(i) Refer note 47 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Office building includes premises on ownership basis in a Co-operative Society H 6.3 Million, including cost of shares therein of H 125/- per share.
(iii) Refer note 20 for disclosures relating to charges/securities created against PP&E
(iv) The title deeds for all the immovable properties are in the name of the Company as at March 31, 2026, except as follows:-
Note 1 : The title of the asset transferred pursuant to the scheme of amalgamation are in the process of being transferred in the name of the Company.(refer note 54 (c)
Note 2 : Period held has been considered from the appointed date as defined in the scheme of amalgamation.
(v) Transition to Ind AS: On transition to Ind AS (i.e. April 01,2017), the Company has elected to continue with the carrying value of all property, plant and equipment measured as per previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.
There are no CWIP for which completion is overdue or has exceeded its cost compared to its original budget.
Capital work in progress mainly comprises Factory building, plant and machinery, vehicle and factory equipments under installation.
Notes:
(i) Refer note 47 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Office building includes premises on ownership basis in a Co-operative Society H 6.3 Million, including cost of shares therein of H 125/- per share.
(iii) Refer note 20 for disclosures relating to charges/securities created against PP&E
(iv) The title deeds for all the immovable properties are in the name of the Company as at March 31,2025, except for the following:
Note 1: The title of the asset transferred pursuant to the scheme of amalgamation are in the process of being transferred in the name of the Company.
Note 2: Period held has been considered from the appointed date as defined in the scheme of amalgamation.
Note 3: Subsequent to March 31,2025, title deeds of Freehold land having Gross carrying amount of Rs 98.60 million have been transferred in the name of the Company.
(v) Transition to Ind AS: On transition to Ind AS (i.e. April 01, 2017), the Company has elected to continue with the carrying value of all property, plant and equipment measured as per previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.
Goodwill acquired through business combination has been allocated to the CGUs Plant 3300 - Bangalore [earlier known as Team Concepts Private limited (‘TCPL')- merged with the Company in FY 2020-21] for impairment testing .
Carrying amount of goodwill allocated TCPL - CGUs as at March 31,2026 and March 31,2025 is H 183.90 million.
The Company performed its annual impairment test for years ended March 2026 and March 2025 on March 31,2026 and March 31, 2025 respectively. The Company considers the relationship between the fair value (based on DCF) of each CGU and its book value, among other factors, when reviewing for indicators of impairment.
The recoverable amount of the CGU, has been determined based on a value in use calculation using cash flow projections for a period of five years from financial budget approved by senior management. As a result of the analysis, management did not identify impairment.
Key assumptions used for value in use calculations for CGUs which have Goodwill amounts which are significant in comparison to the total carrying amount of goodwill are as follows:
The Company has lease contract premises/building used for its operations with lease terms of 2-10 years, and for lease hold land with lease term of 30-99 years The Company's obligations under its leases are secured by the lessor's title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (mainly Laptops) (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
Credit risk
There are no trade receivables which have significant increase in credit risk as at March 31,2026 and March 31,2025 other than disclosed above.
Credit period
Trade receivables are non-interest bearing and are generally on payment terms of 30 to 120 days.
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member, except as disclosed in note 46.
Pursuant to an arrangement with certain banks, the company has sold to the banks certain of its trade receivable on a non-recourse basis. The receivables sold were mutually agreed upon with the respective bank after considering the creditworthiness and contractual terms with the customers. The company has transferred substantially all the risks and rewards of ownership of such receivables sold to the bank, and accordingly, the same were derecognised in the Balance- sheet . As at March 31 , 2026, the amount of trade receivable derecognised pursuant to the aforesaid arrangement H 7,582.94 mn (March 31,2025 : H 6,993.36 mn)
Note (a): KTM AG, one of the customer of the Company, filed for insolvency and the Court admitted restructuring with self administration in Austria. Considering these developments, the Company has recognised a provision for the expected credit loss of trade receivables as exceptional item amounting to H12.10 million for the year ended March 31,2025.
Nature and purpose of reserves Retained Earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve or other reserve as well as dividends or other distributions paid to shareholders. Retained earnings include re¬ measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. The amount is available for distribution to the shareholders.
General reserve
General reserve is the retained earning of the Company which is kept aside out of the Company's profits to meet future (known or unknown) obligations.
Capital reserve
Capital reserve is not available for distribution as dividend.
Securities premium
Securities premium is used to record the premium on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
Nature of Security
1) Rupee Term Loans from Banks are secured by:
(a) HSBC BANK
(i) Working Capital Term Loan (WCTL) of H 435 Million having outstanding balance of H 181.25 Million, by way of Guaranteed Emergency Credit Line (GECL) under ECLGS scheme of National Credit Guarantee Trustee Company Ltd. (NCGTC) is secured by way of second pari-passu charge on current assets of the Company along with other banks. Further secured by second charge on movable PPE of the Company situated at:
(1) Varroc Engineering Limited, Plant IV - Plot No. M-140-141, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(2) Varroc Engineering Limited, Corporate Office, Plot No. L-4, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(3) Varroc Engineering Limited, Pant Nagar - Plot No.20 Sector 9, Integrated Industrial Area, Pant Nagar, Dist. Udhamsingh Nagar, Uttarakhand
(4) Varroc Engineering Limited, Plant V - Plot No. 6/2, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
(5) Varroc Engineering Limited, R&D, Plot No. 6/2, MIDC Industrial Area, Waluj , Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
(ii) Term Loan of INR 1,000 Million availed in November 2023 outstanding balance as on March 31,2026 H 437.50 million is secured by way of hypothecation of movable fixed assets of the following plants:
(1) Varroc Engineering Limited, Plant IV - Plot No. M-140-141, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(2) Varroc Engineering Limited, Corporate Office, Plot No. L-4, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(3) Varroc Engineering Limited, Pant Nagar - Plot No.20 Sector 9, Integrated Industrial Area, Pant Nagar, Dist. Udhamsingh Nagar, Uttarakhand
(iii) New Term Loan of INR 1,300 Million availed in March 2026 outstanding balance as on March 31, 2026 H 1,300 million is secured as exclusive charge by way of hypothecation of movable fixed assets of the following plants:
(1) Varroc Engineering Limited - 4W Lighting Plant - Gut No. 51 to 59, Plot No. 1, Bhamboli, Chakan, Pune 410 501, Maharashtra
(2) Varroc Engineering Limited - Forging Plant - Plot No. L-4, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(b) Induslnd Bank
(i) IndusInd Bank Ltd Rupee Term loan of H 1,000 Million (balance as on March 31, 2026 H 703.75 million) is secured on exclusive first charge by way of Hypothecation of Fixed Assets of the following plants of Company situated at :
(1) Varroc Engineering Limited, Plot No. E-4, MIDC, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) - 431136 (M.S.) : Movable Fixed Assets
(2) Varroc Engineering Limited, Plot No. B-24 & 25, MIDC, Chakan, Pune - 410501 (M.S.) : R&D Centre Movable Fixed Assets
(3) Varroc Engineering Limited, Gat No. 12/1 and Gat No. 12/2 situated at Village Shivaji Nagar , Tal. Sakri, Dist. Dhule (M.S.) : Movable Fixed Assets
(4) Varroc Engineering Limited, Plot No. 103/4, Maswad, GIDC, Expansion Estate, Halol-II, Dist. Panchmahal, Gujarat - 389 350 : Movable and Immovable Fixed Assets
(5) Varroc Engineering Limited, Gut No. 390, Takve Bk, Tal. Maval, Dist. Pune : Movable Fixed Assets
(6) Varroc Engineering Limited, Plot No. K - 103, MIDC, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) - 431136 (M.S.) - Movable and Immovable Fixed Assets
2) Borrowings pertaining to following charges have been repaid, however the Company is in process of filing charge
satisfaction documents as at March 31,2026:
(a) Tata Capital: Immovable fixed assets located at
(1) Varroc Engineering Limited, Plot No.20 Sector 9, Integrated Industrial Area, Pant Nagar, Dist. Udhamsingh Nagar, Uttrakhand
(b) HSBC: Immovable fixed asset located at:
(1) Varroc Engineering Limited, Plant IV - Plot No. M-140-141, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(2) Varroc Engineering Limited, Corporate Office, Plot No. L-4, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra
(3) Varroc Engineering Limited, Pant Nagar - Plot No.20 Sector 9, Integrated Industrial Area, Pant Nagar, Dist. Udhamsingh Nagar, Uttarakhand
(4) Varroc Engineering Limited, Plant V - Plot No. 6/2, MIDC Industrial Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
5) Varroc Engineering Limited, R&D, Plot No. 6/2, MIDC Industrial Area, Waluj , Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
(c) IndusInd Bank Ltd. - Immovable fixed asset located at:
(1) Varroc Engineering Limited, Survey no. 128-1 b & 129b, Ezhichur village, Taluka Sriperumbudur, Kancheepuram, Chennai.
(2) Varroc Engineering Limited, Plot no. 601-A & B, Sector III, Pithampur, Dist. Dhar, Madhya Pradesh, and
(3) Varroc Engineering Limited, Revenue Survey Nos. 533, 534 & 537 of Mouje Karasanpura, Taluka Mandal, District Ahmedabad, Gujarat
3) During the year, the following Term Loans & Non-Convertible Debentures have been fully re-paid and were outstanding
as on March 31,2025 against the following securities:
(a) Saraswat Co. operative Bank Ltd. Term loan of H 750 million was secured on exclusive charge by way of mortgage
of immovable properties situated at:
(1) Varroc Engineering Limited, Plot no E-88 , MIDC, Ranjangaon, Tal. Shirur, Dist. Pune, Maharashtra
(2) Varroc Engineering Limited, Plot No M-165-167, MIDC Industrial Area, Waluj , Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
(b) ICICI BANK Ltd. Rupee Term Loan of of H1,250 Million was secured on exclusive charge by way of mortgage of
the immovable properties situated at:
(1) Varroc Engineering Limited, B-3020 & 3040, Marvel Edge, Viman Nagar, Pune, Maharashtra
(2) Varroc Engineering Limited, Plot No. 35-A, Udyog Vihar, Greater Noida, Uttar Pradesh
(3) Varroc Engineering Limited, 58th Mile Stone, Opp. Mittal Orchards, Village Binola, Dist. Gurgaon, Haryana State
(4) Varroc Engineering Limited, Plot No. 136-B, Harohalli Industrial Area, Kanakapura Taluk, Ramanagara Distt. Karnataka
(5) Varroc Engineering Limited, Plot No. 271 & 272(P), Nara Sapura Industrial Area, Nara Sapura, Dist. Kolar - 563133 Karnataka State
(c) IndusInd Bank Ltd Rupee Term loan of H 1,250 Million was secured on exclusive charge by way of Hypothecation on Movable and Immovable Fixed Assets of the following plants of Company situated at :
(1) Varroc Engineering Limited, Gut No. 390, Takve Bk, Tal. Maval, Dist. Pune - 412106 (M.S.) : Immovable Fixed Assets
(2) Varroc Engineering Limited, Plot No. E-88, MIDC, Ranjangaon, Tal. Shirur, Dist. Pune (M.S.) : Movable Fixed Assets
(3) Varroc Engineering Limited, Gut No. 99, Village Pharola, Tal. Paithan, Dist. Chhatrapati Sambhaji Nagar -
431105 : Immovable Fixed Assets
(d) 8.60% Non-Convertible Debentures of H 100,000 each was secured on exclusive charge by way of Hypothecation on the specific identified movable properties situated at:
(1) Varroc Engineering Limited, Plot No. B-24 & 25, MIDC, Chakan, Pune - 410501, Maharashtra
(2) Varroc Engineering Limited, (Valves), Plot No. L-4, MIDC, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) - 431 136, Maharashtra
(3) Varroc Engineering Limited, (Forging), Plot No. L-4, MIDC, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) -431 136, Maharashtra
(4) Varroc Engineering Limited, Lighting Plant, Plot No. B-14, MIDC, Chakan, Pune - 410501, Maharashtra
(5) Varroc Engineering Limited, Lighting Plant, Plot No. 1(P), Gut No. 51 to 59, Village Bhambholi, Tal. Khed, Dist. Pune- 410501, Maharashtra
4) Debt covenants :
Bank loans contain certain debt covenants relating to limitation on indebtedness, debt-equity ratio, net borrowings to EBITDA ratio and debt service coverage ratio which are to be tested on half yearly or annual basis. All covenants in respect of non-current borrowings are complied as at March 31,2026 and as at March 31,2025.
Note 2 Includes Post closure entries posted at the time of finalisation of quarterly financial statement.
Note 3 Primarily includes intercompany debtors, provision for customer rate increase/decrease and debtors of ageing more than 90 days.
Note 4 Mainly includes inter company creditors and provision for expenses.
Note 5 Trade payable shown in stock statement is net of vendor advances outstanding as of that date.
21(b) Disclosure of quarterly statements submitted to the banks for the working capital facilities availed by the Company for the year ended March 31,2025:
(i) For Varroc Engineering Limited (before considering the impact of VPL merger):
Note 2 Includes Post closure entries posted at the time of finalisation of quarterly financial statement.
Note 3 Primarily includes intercompany debtors, provision for customer rate increase/decrease and debtors of ageing more than 90 days.
Note 4 Mainly includes inter company creditors and provision for expenses.
Note 5 Trade payable shown in stock statement is net of vendor advances outstanding as of that date.
Note 2 Includes Post closure entries posted at the time of finalisation of quarterly financial statement.
Note 3 Primarily includes intercompany debtors, provision for customer rate increase/decrease and debtors of ageing more than 90 days.
Note 4 Mainly includes inter company creditors and provision for expenses.
Note 5 Trade payable shown in stock statement is net of vendor advances outstanding as of that date.
Note:
i. Deferred tax assets and deferred tax liabilities have been offset as at March 31,2026 they relate to the same governing taxation laws and Company has legally enforceable right to set-off.
ii. During the year ended March 31,2024, the Company derecognised (written-off) loans given to VarrocCorp Holding BV (‘VCHBV'), Netherlands including interest on such loans aggregating to H 13,533.33 million(including H 1,736.89 million by Varroc Polymers Limited (‘VPL'), wholly owned subsidiary, now merged with the Company as explained in Note 54(c)) after making requisite submissions to AD Bank. The Company claimed this write-off on loans as an allowable business loss, considering that these loans extended to VCHBV were in the nature of trade investments to derive benefits for the Company's businesses rather than for earning dividend/capital appreciation. The Company obtained legal opinions from two independent senior counsels who have supported their view on claiming this write¬ off of loans as an allowable business loss. Accordingly, VPL considered this loss as tax deductible for computation of current tax provision to the extent of H 437.14 million and the Company recognised deferred tax asset of Rs 2,968.93 million during the year ended March 31, 2024. Deferred tax asset on such losses available for set off against future income is H 211.18 million as at March 31,2026 (March 31,2025: H 1,378.38 million).
(i) Credit period
Trade payables are non interest bearing and are normally settled on 30 to 90 days terms
(ii) Supplier finance arrangement (Acceptances)
The Company has established a supplier finance arrangement that is offered to some of the Company's suppliers in India. Participation in the arrangement is at the suppliers' own discretion. Suppliers that participate in the supplier finance arrangement will receive early payment on invoices sent to the Company from the Company's external finance provider. In order for the finance provider to pay the invoices, the goods must have been received or supplied and the invoices approved by the Company. Payments to suppliers ahead of the invoice due date are processed by the finance provider and, in all cases, the Company settles the original invoice by paying the finance provider in line with the original invoice maturity date described above. Payment terms with suppliers have not been renegotiated in conjunction with the arrangement. The Company provides no security to the finance provider and there is no change in the Company's original obligation towards the supplier.
Accordingly, the trade payables subject to the supplier finance arrangement are included within trade payables heading in the standalone balance sheet.
*Deferred government grant
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to purchase of property, plant and equipment are included in current and non-current liabilities as deferred income and are credited to profit or loss on straight-line basis over the expected lives of the related assets and presented within other operating revenue.
D Performance obligation
Revenue from contracts with customers include revenue from finished goods, tooling, engineering services and Job work. Finished goods / tooling / engineering services
For the sale of finished goods the performance obligation is generally satisfied upon its delivery or as per the terms of the customer contract and payment is generally due within 30 to 120 days from delivery. Product development/engineering services are considered as related to sale of parts rather than a separate performance obligation. As a result, revenue from engineering services is recognised over the period of production from the date of start of production. Costs incurred in respect of providing engineering services are recognised as intangible assets and amortised over the period of production from the date of start of production. Payments received from customers in respect of product development/engineering services are presented as contract liabilities.
For supply of engineering services to group companies, performance obligation is generally satisfied on the basis of time/work completed as per the contract with the group companies and payment is generally due within 30-60 days.
Development of toolings for the customers has been identified by the Company to be a separate performance obligation. Further, the Company has determined that the performance obligation in respect of development of toolings is satisfied at a point in time. The revenue is recognised at an amount that reflects the consideration to which the Company expects to be entitled in exchange for supply of tooling
The Company provides normal warranty provisions on some of its products sold, in line with the industry practice. The Company considers that the contractual promise made to the customer in the form of warranties for the parts supplied does not meet the definition of separate performance obligation as it does not give rise to additional service.
Job work revenue is recognised when the work is completed and billed to customer.
Note : The Company has a process of sending out confirmations to all vendors, regarding their status as Micro and small enterprises. Based on responses received, the Company marks vendors as Micro, Small and Medium Enterprises and others.
Note 41 - Employee benefit obligation A Defined contribution plans:
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contribution plan is as under :
B Defined benefit plan (Gratuity)
Defined benefit plan comprises gratuity (included in "Contribution to gratuity and other funds" in Note 33). Present value of the obligation under such defined benefit plan is determined based on actuarial valuation as at reporting date using the Projected Unit Credit method. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Expected contributions for the next year
The Company intends to contribute H218.40 million towards its gratuity fund during the year ending March 31, 2027. During the year ended March 31,2026, the Company has contributed H 101.59 million to its gratuity fund.
Risk Exposure and Asset Liability Matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed here under as companies take on uncertain long-term obligations to make future benefit payments.
1) Liability Risks
Asset-Liability mismatch risk-
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence, companies are encouraged to adopt asset-liability management.
Discount rate risk-
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.
Future salary escalation and inflation risk -
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
2) Asset risks
All plan assets are maintained in a trust fund managed by a public sector insurer viz. LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years.
The Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also, interest rate and inflation risk are taken care of.
(ii) Valuation technique used to determine fair value
The following methods and assumptions were used to estimate the fair value of the financial instruments included in the above tables:
- The Company enters into derivative financial instruments with financial institutions with investment grade credit ratings. Foreign exchange forward contracts, interest rate swaps are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing model, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spread between the respective currencies, interest rate curves etc. The changes in counterparty credit risk had no material effect on financial instruments recognised at fair value through profit and loss.
The carrying amounts of trade receivables, loans, other financial assets, cash and bank balances, trade payables/acceptances, current borrowings and other financial liabilities are considered to be the same as their fair values due to their short-term nature. The fair values of non-current financial assets and non-current financial liabilities also approximate their carrying values. The borrowings which are at floating rate of interest, fair values as at March 31,2026 approximate their carrying values.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Note 43 - Financial risk management
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
A Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk such as equity price risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, receivables, payables, deposits, investments and derivative financial instruments.
(a) Foreign currency risk
The Company operates internationally and the business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through its sale and purchase of goods and services, mainly in the North America and Europe . The exchange rate between the rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company's operations are affected positively/adversely as the rupee appreciates /depreciates against these currencies. The Company evaluates exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts,to mitigate the risk of changes in exchange rates on foreign currency exposures. The Company follows established risk management policies, to hedge forecasted cash flows denominated in foreign currency. The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure.
Sensitivity Analysis
For the year ended March 31,2026 and March 31,2025, every 5% percentage point appreciation/depreciation in the exchange rate between the Indian rupee and U.S. Dollar, would have affected the Company's profit before taxes by approximately H 58.7 million and H 4.31 million respectively. And for Euro, every 5% percentage point appreciation/depreciation in the exchange rate would have affected the Company's profit before taxes by approximately H 33.47 million, previous year H 50.77 million. The sensitivity for net exposure in JPY and in other currencies does not have material impact to Statement of Profit and Loss.
Sensitivity analysis is computed based on the changes in the receivables and payables in foreign currency upon conversion into functional currency, due to exchange rate fluctuations between the previous reporting period and the current reporting period.
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long term debt obligations with floating interest rates.
Interest rate sensitivity
The sensitivity analysis below have been determined based on exposure to interest rate. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
(c) Other price risk
The Company does not have material investments in equity securities other than investments in its subsidiaries. Hence, equity price risk is considered to be low. Further, the Company's operating activities require the ongoing purchase of various commodities for manufacture of automotive parts. However, the movement in commodity prices are substantially adjusted through price differences as per customer contracts and hence commodity price risk for the Company is also considered to be low.
B Credit risk management
Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company only deals with parties which have good credit rating/worthiness given by external rating agencies or based on the Company's internal assessment.
Trade receivables
Customer credit risk is managed by the Company's established policy, procedures and control relating to customer credit risk management. Further, Company's customers includes marquee OEMs and Tier I companies, having long standing relationship with the Company. Outstanding customer receivables are regularly monitored and reconciled. At March 31, 2026, receivable from Company's top 5 customers accounted for approximately 44.44% (March 31, 2025: 43.48%) of all the receivables outstanding. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables disclosed in Note 12. The Company does not hold collateral as security.
Generally, trade receivables are provided for if past due for more than one year (domestic/export). An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provisions are based on days past due for groupings of various customers.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's corporate treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties. Credit limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2026 and March 31,2025 is the carrying amounts as disclosed in note 13 and 14 except for financial guarantees. The Company's maximum exposure relating to financial guarantees is disclosed in note 50 (C).
C Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows. As at March 31,2026, cash and cash equivalents are held with major banks.
Note 44 - Capital management (a) Risk management
The Company's capital comprises equity share capital, securities premium, retained earnings and other equity attributable to shareholders.
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 for shareholders and for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares .
Loan covenants
The Company's capital management aims to ensure that it meets financial covenants attached to the interest¬ bearing loans and borrowings that define capital structure requirements. Refer note 20 for details.
(b) Dividends not recognised at the end of the reporting period
The Board of Directors have recommended the payment of a final dividend of H 229.19 million at H 1.5 per equity share (March 31,2025 H 152.79 million at Re 1 per equity share). This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting.
Notes:¬ * All the amounts exclusive of taxes, if any.
** The balances at year end pertain to guarantees outstanding as at Balance sheet date.
# This amount is before impairment provision.
## Amount below rounding off norm adopted by the company.
a Remuneration disclosed above represents salary paid during respective years and excludes the value of perquisites. Also, post employment benefits payable in the form of gratuity and other long term benefits in the form of compensated absence are calculated on the basis of acturial valuation. Amount payable for individual employees as at March 31,2026 (March 31,2025) cannot be separately identified and therefore has not been included in above. There are no termination benefits, share based payments given to key Management Personnel and their relative
Terms and conditions of outstanding balances with related parties:
(i) In respect of sale of goods and services (including rental service, management consultancy, royalty, reimbursement of expenses) to related parties
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 30 to 120 days from the reporting date (March 31, 2025: 30 to 120 days from the reporting date). For the year ended March 31, 2026, the Company has not recorded any impairment on receivables due from related parties (March 31, 2025: Nil).
(ii) In respect of purchase of goods and services (including royalty, reimbursement of expenses and sales commission):
Trade payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 to 90 days from the reporting date (March 31,2025: 30 to 90 days from the reporting date).
(iii) Loans to subsidiaries
The loans granted to subsidiaries are intended for meeting working capital requirements of those subsidiaries and for further investment in other subsidiaries. The loans are unsecured and terms related to repayment and interest rates are explained in Note 15. The loan has been utilized for the purpose it was granted. For the year ended March 31, 2026, the Company has not recorded any additional impairment on loans due from its subsidiaries (March 31,2025: Nil).
(iv) Guarantees for subsidiaries
The financial guarantees granted to subsidiaries are in respect of borrowing facilities availed by the subsidiaries. Guarantee commission at the rate of 1% on the amount of borrowings drawn down against the guarantee during the year is charged by the Company (refer note 50C)
(i) The Company is contesting various income tax, excise, Service Tax and Goods and Service Tax demand/notices and the management, including its tax advisors, believe that it's position will likely be upheld in the appellate process. No expense has been accrued in the financial statements for the tax demands/notices raised. The management believes that the ultimate outcome of the proceedings will not have a material adverse effect on the Company's financial position and results of the operations. The Company has deposited H 56.00 million (previous year H 49.47 million) with the tax authorities against the above matters to comply with the order of the tax authorities.
(ii) Contingent liabilities disclosed above include the following litigations:
The Company had received following GST orders in relation to inappropriate classification of certain goods supplied during the period from July 1,2017 to September 30, 2023:
a. Order dated November 5, 2024 from Additional Commissioner of CGST & Central Excise for appropriation of GST dues amounting to H 629 million along with equivalent penalty and applicable interest;
b. Order dated January 03, 2025 from Commercial Tax Officer (Divisional GST office, Karnataka) consisting of demand for GST dues amounting to H 0.03 million along with interest of H 302.67 million and penalty of H 564.19 million (received by Varroc Polymers Limited (‘VPL') (wholly owned subsidiary, now merged with the Company)
The Company had paid the principal demand and had filed appeals against the above orders which have been partly allowed resulting in reduction of total demand to H 284 million. The Company proposes to pursue further appellate remedies in respect of the interest and penalty components. Based on legal advice and assessment of the merits of the cases, management believes that it has adequate grounds to successfully defend the matters. Pending conclusion of the proceedings, no adjustments have been made in respect of these matters in the standalone financial statements for the year ended March 31,2026.
(iii) Management believes that such claims will not succeed and that ultimate outcome of these claims will not have a material adverse effect on the Company's financial position and results of the operations. Accordingly, no provision for any liability has been considered necessary in these financial statements.
(iv) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on Provident Fund dated February 28, 2019. As a matter of caution, the company has made a provision on a prospective basis from the date of the SC order. The company will update its provision, on receiving further clarity on the subject.
Formulae for calculation of ratios are as follows:
(i) Current ratio = [ Current Assets / Current Liabilities ]
(ii) Debt-Equity Ratio = [ Total Debt / Total Equity ]
(iii) Debt service coverage ratio = [ (Earning before Interest Tax & Depreciation & amortization and exceptional items)/ (Interest Expense Principal repayments of long term loan made during the period (including prepayments)) ]
(iv) Return on Equity ratio = [(Net Profits after taxes - Preference Dividend/(Average Shareholder's Equity)]
(v) Inventory Turnover ratio= [(cost of goods sold)/(Average Inventory)]
(vi) Trade Receivable Turnover Ratio = [(Revenue from Operation)/(Average Trade receivable)]
(vii) Trade Payable Turnover Ratio = [ (Purchases)/(Average Trade payable)]
(viii) Net Capital Turnover Ratio = [( Net Annual Sales )/( Average Working Capital)]
(ix) Net Profit ratio = [ (Net Profit after taxes)/ (Revenue from Operation)]
(x) Return on Capital Employed = [( Earning Before Interest and taxes (EBIT))/( Capital employed)]
(xi) Return on Investment = [(Income generated from invested funds in bank FDs and mutual funds)/ (Average invested funds in bank FDs and mutual funds)]
(xii) Capital Employed = Tangible Net worth Total Debt Deferred Tax Liability
(xiii) Working capital = (Current assets - Current liabilities )
Reason for variance in excess of /- 25%
A) Decrease in Debt equity ratio is due to decrease in borrowings during the year and increase in equity due to current year profits.
B) Increase in the ratio due to higher interest income on average investment in fixed deposit
Note 52 - Ultimate Beneficiary For the year ended March 31,2026
In the Financial Year 2025-26, the company (‘Funding party') has loaned to VarrocCorp Holding B.V., The Netherlands (‘Intermediary'), which is a wholly owned subsidiary. The Intermediary has utilised the money received for further investments and grant of loans to its subsidiaries (‘Ultimate beneficiaries'). Details of such loans and further investments and loans are as follows:
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violative of the Prevention of Money¬ Laundering Act, 2002 (15 of 2003)
The Company has not advanced or loaned or invested funds, apart from those disclosed above, to any other person(s) or entity(ies), including foreign entities (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 by or 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 (funding party) 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 by or on behalf of the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries For the year ended March 31,2025
In the Financial Year 2024-25, the company ('Funding party') has loaned to VarrocCorp Holding B.V., The Netherlands ('Intermediary'), which is a wholly owned subsidiary. and to Varroc European Holding B.V.,The Netherlands The Intermediary has utilised the money received for further investments and grant of loans to its subsidiaries ('Ultimate beneficiaries'). Details of such loans and further investments and loans are as follows:
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violative of the Prevention of Money¬ Laundering Act, 2002 (15 of 2003)
The Company has not advanced or loaned or invested funds, apart from those disclosed above, to any other person(s) or entity(ies), including foreign entities (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 by or 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 (funding party) 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 by or on behalf of the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
Note 53 - Audit Trail
The Company uses SAP ECC R6 as the accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility in respect of the application and the same has operated throughout the year for all relevant transactions.
Normal/Regular users are not granted direct database or super user level access. However, changes to the database by a super user specifically does not carry the feature of a concurrent real time audit trail.
Further no instance of audit trail feature being tampered with was noted in respect of above accounting software where the audit trail has been enabled. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective year.
The Company has used a software for payroll processing which is operated by third-party software service provider. Management has obtained the Service Organization Controls (SOC) report, basis which it has concluded that the software has a feature of recording audit trail (edit log) facility at the application layer, and the same has operated throughout the year for all relevant transactions except that, audit trail feature is not enabled for direct changes to data when using certain access rights. Further, there was no instance of audit trail feature being tampered with.
Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective year.
Note 54 - Exceptional Items
Exceptional items in the standalone financial statements include following:
a. Impact of new labour codes (refer note 26)
On November 21,2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 consolidating 29 existing labour laws. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available and guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such incremental impact under "Exceptional Items" in the financial statements for the year ended March 31, 2026. The incremental impact on provisions for employee benefits expenses of H 217.93 million (gross of tax) towards gratuity and compensated absences primarily arises due to change in wage definition. The Company continues to monitor the finalisation of Central/State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect as and when such clarifications are issued/rules are notified.
b. Voluntary Separation Scheme (VSS)
The Company announced a Voluntary Separation Scheme (‘VSS') for all eligible permanent workmen at specific plants of the Company. In this regard, the Company accepted separation of 338 employees and the separation cost of H 663.44 million (gross of tax) associated with the VSS has been recognised as an exceptional item during the year ended March 31,2026.
c. Merger related costs
Pursuant to provisions of Section 230-232 of the Companies Act, 2013, the Board of Directors of the Company on May 17, 2024 had approved the scheme of amalgamation of Varroc Polymers Limited (‘VPL') (a wholly owned subsidiary of the Company) with Varroc Engineering Limited (‘VEL') with appointed date of April 01,2024 (‘the Scheme'). National Company Law Tribunal (‘NCLT') approved the above scheme vide its order dated January 10, 2025 and the merger became effective on February 01,2025 on filing of the NCLT order with the Registrar of Companies. The merger has been accounted as business combination of entities under common control as per Appendix C to Ind AS 103- Business Combinations. Exceptional items for the year ended March 31,2025 includes an amount of H 196.02 million pertaining to estimated expenses directly attributable to the merger of VPL with the Company. Further, exceptional item for the year ended March 31,2026 also includes write back of excess accrual of aforesaid expenses of H 10 million.
Note 55- Arbitration Proceedings
(a) The Company had received a settlement offer during the current year from Beste Motor Co. Ltd. and TYC Brother Industrial Co. Ltd. ("TYC Parties") alleging breach of Transition Management Agreement (‘TMA' or ‘agreement') in respect of certain income amounting to H 209.89 million recognised by the Company under ‘Revenue from operations' during the current year, as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint
venture). Subsequently, the Company also received Statement of Claim under the arbitration proceedings originally initiated by TYC Parties in August 2022, on the aforesaid matter and on certain additional claims/breaches under the aforesaid TMA, which are to be quantified against which the Company has filed Statement of defence in March 2026. The Company believes that it has a strong case and will take appropriate actions as necessary to protect its interests, and accordingly no provision has been considered in respect of this matter in standalone financial statements.
(b) On July 7, 2025, the Company, together with its Wholly Owned Subsidiary, VarrocCorp Holding B.V., Netherlands, received an intimation from ICC International Court of Arbitration (‘ICC') with respect to a Request for Arbitration initiated by OPmobility Lighting Holding, France (Erstwhile PO Lighting Systems). The request pertains to certain alleged breaches of covenants under the Securities Purchase Agreement executed between the parties on April 29, 2022, and subsequently amended on October 5, 2022, May 12, 2023, and June 15, 2023. Claims in respect of some of the breaches have been quantified at US$ 66.41 mn plus legal costs while for others no quantification has been provided. The Company is evaluating the matter and exploring legal and contractual remedies. It intends to contest the claims and take appropriate steps to protect its interests. Based on a legal opinion obtained, the Company believes that it has grounds to defend against the said allegations and accordingly no provision has been considered in respect of this matter in standalone financial statements.
Note 56 - Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against 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 the statutory period.
(iii) The Company does not have any transactions with companies struck off.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vi) The Company has not been declared as wilful defaulter by any bank or financial institution or any other lender.
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction in number of Layers) Rules, 2017.
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