2.7 Provisions and contingent liabilities
Provisions are recognized when there is a present obligation 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 there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date.
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 recognized as a finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, 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 past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision.
2.8 Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
a) estimated amount of contracts remaining to be executed on capital account and not provided for;
b) uncalled liability on shares and other investments partly paid;
c) funding related commitment to subsidiary, associate and joint venture companies; and
d) other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.
2.9 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Financial assets
(i) Initial recognition and measurement
At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Statement of Profit and Loss.
(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
a) at amortized cost; or
b) at fair value through other comprehensive income; or
c) at fair value through profit or loss.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method (EIR).
Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.
The company has currently excercised the irrevocable option to present in Other comprehensive Income , subsequent changes in the Fair value of Equity Instruments. Such an election has been made on instrument-by¬ instrument basis. The classification is made on initial recognition and is irrevocable.
(iii) Impairment of financial assets
In accordance with Ind AS 109, Financial Instruments, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVOCI.
For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.
Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the year end.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.
ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In balance sheet, ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
(iv) Derecognition of financial assets
A financial asset is derecognized only when
a) the rights to receive cash flows from the financial asset is transferred or
b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized."
(b) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs.
(ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized 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.
(iii) Derecognition
A financial liability is derecognized 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 recognized in the Statement of Profit and Loss as finance costs.
(c) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
3 Significant accounting judgments, estimates and assumptions
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and 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 years.
4 Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the year end 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.
(a) Taxes
The extent to which deferred tax assets can be recognized is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carryforwards can be utilized. In addition, significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
(b) Construction Contracts
Recognizing construction contract revenue requires significant judgement in determining actual work performed and the estimated costs to complete the work, provision for rectification costs, variation claims etc"
(c) In assessing the recoverability of the trade receivables and contracts assets, management's judgement involves consideration of ageing status, evaluation of litigations and the likelihood of collection based on the terms of the contract
5 Standards (including amendments) issued but not yet effective
Recent Indian Accounting Standards (Ind AS)
The Ministry of corporate Affairs ("MCA") notified amendments on 7 May 2025 and 13 August
2025 under the Companies (Indian Accounting Standards) Amendment Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which is effective from annual reporting periods beginning on or after 1 April 2025.
(a) Amendment to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangement:
The amendments to Ind AS 7 'Statement of Cash Flows' and Ind AS 107 'Financial Instruments: Disclosures' clarify the characteristics of supplier finance arrangements and require additional disclosures for 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.
The Company does not have any supplier finance arrangements during the reporting period."
(b) Amendment to Ind AS 1 - Classification of liabilities as current or non-current and non-current liabilities with covenants:
The amendment specifies the requirements for classifying liabilities as current or non¬ current in the balance sheet, and clarifies the following:
a) An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
b) I f an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period.
c) I n case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.
These amendments have no effect on the measurement of any items in the standalone financial statements of the Company. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1"
c) Amendment to Ind AS 12 - Pillar-Two Tax Reforms:
The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation has not yet been enacted in any of the jurisdiction in which the Company operates.
d) Amendment to Ind AS 21-Lack of exchangeability
The Amendments introduces requirement to assess when a currency is exchangeable into another currency and when it is not. The amendment requires an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments had no effect on the standalone financial statements of the Company.
The below amendments are notified but not yet effective
Amendment to Ind AS 1 'Presentation of Financial Statements'- Classification of Liabilities as current or non-current and non¬ current liabilities with covenants:
The amendment includes specific provisions that will take effect for reporting periods beginning on or after 1 April 2026, retrospectively, as outlined below:
a) Breach of material covenant for long¬ term loan arrangement on or before end of reporting period with effect that liability becomes payable on demand as on reporting date, then it shall be classified as current liability, if lender agreed after reporting period and before approval of financial statements to not demand payment as a consequence of breach.
b) Classify as non-current liability, if lender agreed by end of reporting period to provide grace period ending at least 12 months after reporting period within which entity can rectify the breach provided lender does not demand immediate repayment.
c) Disclose information about the timing of settlement to understand the impact of the liability on the financial statements.
The Company does not expect this amendment to have an impact on its operations of standalone financial statements.
The Company has not revalued any Property, Plant and equipment during the year
The immovable properties are held in the name of the Company as at March 31, 2026 and March 31, 2025
Refer Note no 24 for property, plant and equipment pledged as security in respect of borrowings.
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
The aggregate depreciation expense for the year is included under "Depreciation and Amortisation" expense in the Statement of Profit and Loss- Refer Note 39
(e) Terms/rights attached to the shares
The Company has issued equity shares having a par value of g 10 per share. All these shares have the same rights and preferences with respect to payment of dividend, repayment of capital and voting rights.
I n the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Company has only one class of share capital, i.e., equity shares having face value of g 10 per share. Each holder of equity share is entitled to one vote per share.
(f) Preferential issue of equity shares during past five years:
There is no Preferential issue of Equity during the year ended March 31, 2021, March 31, 2022, March 31, 2024 & March 31, 2025.
g) a) During the year ended March 31, 2026, the company has alloted 35,00,00,000 equity shares of Rs 10 each,
aggregating to Rs 35,000 Lakhs to eligible equity shareholders on right basis, after obtaining necessary approvals, in respect of which application money of Rs.17,500 lakhs has been received. The first and final call was due on November 07, 2025, in respect of which the Company has received Rs.14,994.88 lakhs.The rights issue committee and board of directors in their meeting held on November 12, 2025 has approved the conversion of 29,98,97,579 partly paid-up equity shares into fully paid-up equity shares of the Company.
b) During the year ended March 31, 2026 the Rights Issue Committee and the Board of Directors in their meeting held on February 02, 2026 has approved the variation in objects of the Rights Issue as set out in the Letter of Offer dated May 22, 2025.
h) During the year ended March 31, 2026, the Company has converted 33,15,000, 37,68,000 and 4,19,000 Compulsorily Convertible Debentures (CCDs) issued to Assets Care and Reconstruction Enterprise Limited, Central Bank of India and Axis bank Limited respectively, into 1,24,01,796, 1,40,96,521 and 31,64,653 fully paid-up equity shares at a fair value of Rs.26.73, Rs.26.73 and Rs.13.24 per equity share. As a result the company has recognised securites premium of Rs 4,535.71 lakhs(Refer Note 23(i)).
Nature and Purpose of Reserves Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve will be utilised in accordance with provisions of the Act.
General Reserve
The Company created a General Reserve in earlier years pursuant to the provisions of the Companies Act wherein certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per the Companies Act 2013, the requirement to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.
Capital reserve
Capital reserve was created under the previous GAAP out of the profit earned from a specific transaction of capital nature. Capital reserve is not available for the distribution to the shareholders.
Investments FVTOCI Reserve on equity instruments
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within FVTOCI reserve within equity. The Company transfers Amount from this reserve to retained earnings when the relevant equity securities are disposed off.
Re-measurement gain on post employment benefit obligation (net of tax)
Remeasurements of defined benefit liability / (asset) comprises actuarial gains and losses and return on plan assets (excluding interest income).
Security
" (**) a) Primary - First Pari-Passu charge over the pooled Assets i.e., Movable & Immovable (both Fixed and Current) Assets of the Company with other Working Capital Lenders.
b) Collateral (EM) - Equitable Mortgage of Land & Building admeasuring 0.96 Acres at Ambattur Industrial Estate, Korattur, Chennai on Pari-Passu basis
c) Collateral (Pledge)- Pledge of 14,24,89,592 equity shares of SEPC Limited held by Mark AB Welfare Trust on Pari-Passu basis
d) Collateral (cg) - Corporate Guarantee of Mark AB Capital Investment LLC, Dubai & Mark AB Investment India Pvt Ltd, New Delhi
24.2 During the year ended March 31, 2026, the Company has obtained unsecured loan from a related party amounting to Rs.737.73 Lakhs ( March 31, 2025 Rs 325.00 lakhs) . The terms of repayment is bullet repayment of principal on 31-December-2035. The loan carries interest rate at 0.10% per annum payable half yearly from March 2025 till December 2035. The said loan has been recognised at amortised cost and the resultant gain on initial recognition amounting to Rs 427.03 lakhs (March 31, 2025 Rs 213.17 lakhs) is credited to other income in the statement of profit and loss under INDAS 109-Financial Instruments. (Also refer note 35).
24.3 The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the current year.
24.4 The Company has utilised the funds as per the terms of the Borrowings.
28.1 a) Primary -First Paripassu charge over the Pooled Assets ie., all movable and immovable assets (both Fixed
and Current) assets of the company with other Working Caputal Lenders.
b) Collateral(EM)- Equitable Mortgage of Land and Building admeasuring 0.96Acres at Ambattur Industrial Estate, Korattur, Chennai on Pari Passu basis.
c) Collateral(Pledge) - Pledge of 14,24,89,592 Equity Shares of SEPC Limited held by MARK AB Welfare Trust on Pari- Passu basis
d) Collateral(CG) - Corporate Guarantee of Mark AB Capital Investment LLC, Dubai & Mark AB Investment India Pvt Ltd, New Delhi.
28.2 The quarterly statements filed by the Company with the banks and financial institutions are in agreement with the books of accounts.
41.1 Exceptional items for the year ended March 31, 2026 and March 31, 2025 of Rs 109.06 lakhs and Rs 1,389.25 lakhs respectively, represents loss on extinguishment of financial liability upon conversion of Compulsorily convertible debentures (CCDs) into equity.On 28.06.2022 consequent to the approval of Resolution Plan under RBI Circular dt.07-06-2019 on Prudential Framework for Resolution of Stressed Assets, CCDs were issued upon conversion of partial debt. The CCDs were converted into equity shares based on the option excercised by the CCD holders and approved by the Board of Directors on 28.11.2024, 28.11.2024, 14.11.2025 and 06.01.2026 for Assets Care and Reconstruction Enterprise Limited, Central Bank of India, Axis bank and Theta Management consultancy respectively. These equity shares are issued to Assets Care and Reconstruction Enterprise Limited, Central Bank of India Axis bank Limited and Theta Management at price of Rs 26.73, Rs.26.73, Rs.13.24 and Rs 11.96 per share respectively, which is determined based on the minimum price of equity shares being higher of:
a) the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the ninety trading days preceding the relevant date; and
b) the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the ten trading days preceding the relevant date.
Approval from stock exchanges are awaited for listing and trading of the equity shares issued to Theta Management consultancy.
(b) The Company has business losses which are allowed to be carried forward and set off against available future taxable profits under the Income Tax Act, 1961, in respect of which the Company has created Deferred Tax Assets ("DTA"). The Company has recognised DTA on the carry forward unabsorbed business losses to the extent of Rs.80,665.52 lakhs (March 31, 2025: Rs.84,559.48 lakhs) out of the total carry forward unabsorbed business losses of Rs.87,285.97 lakhs that was available as at March 31, 2026 (March 31, 2025- Rs.92,648.02 lakhs). The DTA amount recognised by the Company on these carry forward unabsorbed business losses amounts to Rs.28,187.76 lakhs as at March 31, 2026 (March 31, 2025- Rs. 29,548.46 lakhs). Considering the potential order book as on date, the current projects in the pipeline and a positive future outlook for the Company, the management of the Company is confident of generating sufficient taxable profits in the future and adjust them against these unabsorbed business losses, and accordingly, the DTA as on March 31, 2026,can be utilised before the expiry of the period for which this benefit is available.
(d) The Company has business losses which are allowed to be carried forward and set off against available future taxable profits under the Income Tax Act, 1961, in respect of which the Company has created Deferred Tax Assets ("DTA"). The Company has recognised DTA on the carry forward unabsorbed business losses to the extent of Rs.84559.48 lakhs (March 31, 2024: Rs.88,343.94 lakhs) out of the total carry forward unabsorbed business losses of Rs.92,648.02 lakhs that was available as at March 31, 2025 (March 31, 2024- Rs.1,04,486.51 lakhs). The DTA amount recognised by the Company on these carry forward unabsorbed business losses amounts to Rs.29,548.46 lakhs as at March 31, 2025 (March 31, 2024- Rs. 30,870.91 lakhs). Considering the potential order book as on date, the current projects in the pipeline and a positive future outlook for the Company, the management of the Company is confident of generating sufficient taxable profits in the future and adjust them against these unabsorbed business losses, and accordingly, the DTA as on March 31, 2025,can be utilised before the expiry of the period for which this benefit is available.
46 Disclosure in respect of leases pursuant to Indian Accounting Standard (Ind AS) 116, "Leases"
(a) Finance leases where Company is a lessee:
The following is the summary of practical expedients elected on application:
1. Used a single discount rate to a portfolio of leases with reasonably similar characteristics
2. Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the date of initial application
3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application
The Company has lease contracts for its head office building and furniture and fixtures. lessee is restricted from assigning and subleasing the leased assets. The Company applies the "short term Lease" and "lease of Low value assets" recognition exemptions for these leases.
The effective interest rate for lease liabilities is 9%.
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.
(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: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and financial instruments.
(i) 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 changes in market interest rates. The Company's outstanding debt in local currency is on fixed rate basis and hence not subject to interest rate risk.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a different currency from the Company's functional currency).
Foreign currency sensitivity analysis:
Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company's revenues from its operations. Any weakening of the functional currency may impact the Company's import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management's assessment of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments. The following table details the Company's sensitivity movement in the increase / decrease in foreign currencies exposures (net):
The credit risk to the company arises from two sources:
a) Customers, who default on their contractual obligations, thus resulting in financial loss to the Company
Company evaluates the credentials of a customer at a very early stage of the bid. Company has adopted a policy of 3 tier verification before participating for any bid. The first step of such verification includes verification of customer credentials. The company, as part of verification of the customer credentials, ensures the compliance with the following criterion
(i) Customer's financial health by examining the audited financial statements
(ii) Whether the Customer has achieved the financial closure for the work for which the company is bidding
(iii) Where the customer is Public Sector Undertaking, sanction and availability of adequate financial resources for the proposed work.
Company makes provision on it's financial assets, on every reporting period, as per Expected Credit Loss Method. The provision is made separately for each financial assets of each business line. The percentage at which the provision is made, is determined on the basis of historical experience of such provisions, modified to the current and prospective business and customer profile.
Trade receivables consist of large number of customers, spread across diverse industries and geographical areas. Majority of the customers of the company comprise of Public Sector Undertakings, with whom the company does not perceive any credit risk. As regards the customers from private sector, company carries out financial evaluation on regular basis and provides for any amount perceived as non realisable, in the books of accounts."
b) Non certification by the customers, either in part or in full, the works billed as per the contract, being non claimable cost as per the terms of the contract with the customer
Non certification of works billed The Company has contract claims from customers including costs on account of account of delays / changes in scope / design by them etc. which are at various stages of discussions / negotiations or under arbitrations. The realisability of these claims are estimated based on contractual terms, historical experience with similar claims as well as legal opinion obtained from internal and external experts, wherever necessary. Changes in facts of the case or the legal framework may impact realisability of these claims
The Company provides for doubtful receivables/advances and expected credit loss based on 12 months and lifetime expected credit loss basis for following financial assets:
Company being an EPC contractor, has a constant liquidity pressures to meet the project requirements. These requirements are met by a balanced mix of borrowings and project cash flows. Cash flow forecast is made for all projects on monthly basis and the same are tracked for actual performance on daily basis. Shortfall in cash flows are matched through short term borrowings and other strategic financing means. The daily project requirements are met by allocating the daily aggregated cash flows among the projects. Company has established practice of prioritising the site level payments and regulatory payments above other requirements. The table below summarizes the maturity profile of the Company's financial liabilities:
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximize the shareholder value and to ensure the Company's ability to continue as a going concern.
The Company has not distributed any dividend to its shareholders. The Company monitors Net Debt to Capital ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of term loans and cash credits. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
59 There are no transactions with vendors under the Micro, Small and Medium Enterprises Development Act, 2006, this has been determined on the basis of information available with the Company.
60 The Company, SEPC Limited ("the Company"), along with Twarit Consultancy Services Private Limited ("TCPL"), were the Respondents in an international arbitration proceeding initiated before the Singapore International Arbitration Centre (SIAC) by GPE (India) Limited, GPE JV1 Limited, and Gaja Trustee Company Private Limited (collectively referred to as "the Claimants"). The dispute arose in connection with the investments made by the Claimants in an associate company of SEPC.
Pursuant to the SIAC Award dated January 7, 2021, damages amounting to Rs.19,854.10 lakhs and SGD 372,754.79 towards arbitration expenses were awarded against the Respondents, along with simple interest at 7.25% per annum from July 21, 2017, until the date of payment. The Respondents' appeal before the High Court of the Republic of Singapore challenging the SIAC Award was dismissed, and the award was upheld in favour of the Claimants. Subsequently, upon a Recognition and Enforcement Petition filed by the Claimants, the Madras High Court recognised the foreign award, subject to obtaining prior approval from the Reserve Bank of India (RBI). Aggrieved by this order, the Claimants approached the Hon'ble Supreme Court of India seeking further directions. The Hon'ble Supreme Court, vide its order, directed the Respondents to pay a sum of Rs.12,500 lakhs along with interest at 7.25% per annum from January 7, 2021, until the date of payment. In accordance with the Inter-se Arrangement dated September 29, 2015, executed between SEPC, TCPL, and Shri Housing Private Limited, which provides for full indemnification of any liability arising out of suits, proceedings, disputes, or damages payable by SEPC, TCPL remitted the entire amount, including interest, aggregating to ^16,450 lakhs. The Hon'ble Supreme Court, vide its order dated August 26, 2025 has disposed off the petition and concluded that there is no impediment in law insofar as enforcement of the SIAC Award is concerned and that the execution petition in Madras High Court shall be proceeded with.
Meanwhile, the lenders of the Company have filed an Impleading Petition before the Madras High Court seeking to be added as additional respondents, citing their prior charge over the assets of the Company. Further, Madras High Court vide their order dated February 19, 2026, passed an order of interim attachment of trade receivables to the tune of Rs. 15,463.23 lakhs (being the balance amount payable to claimants as per the Court Order). TCPL along with SEPC has filed separate petition in the Madras High Court where TCPL has committed to pay Rs. 250 Lakhs as initial amount and Rs. 750 Lakhs per quarter through an affidavit. The initial payment of Rs. 250 Lakhs has been paid on May 13, 2026, and the quarterly payments will commence from July 2026. Based on the affidavit filed by TCPL and their commitments to make the payments to Claimants through Madras High Court, the Company is of the view that no liability will arise out of this case.
Further based on the above affidavit the Hon'ble High Court in the hearing dated April 30, 2026 has given partial relief from attachment of trade receivables as follows:
The consortium of banks is permitted to appropriate a maximum sum of Rs.1,569 Lakhs ( Rs.1,369 Lakhs towards bank dues and Rs. 200 Lakhs towards salary payments) from and out of amounts received in the Trust and Retention Account. The matter is currently listed for hearing on June 23, 2026. The Company is hopeful of removing this attachment. The management is confident that no financial or legal liability will devolve upon the Company, as the same is fully indemnified under the said Inter-se Arrangement.
61 Mokul Shriram EPC JV (JV Company) where SEPC Limited is a JV partner, has won the complaint against Export Credit Guarantee Corporation of India Limited (ECGC) before the National Consumer Disputes Redressal Commission,(NCDRC) New Delhi, in connection with the project executed in Basra, Iraq. NCDRC, vide their order dated January 27, 2021, allowed the claims and directed ECGC to pay a sum of Rs. 26,501 lakhs along with simple interest @ 10% pa. with effect from September 19, 2016 till the date of realisation to the JV Company within a period of three months from the date of order, failing which ECGC will be liable to pay compensation
in the form of simple interest @ 12% pa. ECGC had filed an appeal against the order of NCDRC New Delhi, before Supreme Court, and the case is pending for disposal.
62 The Company has made net profit during the year ended March 31, 2026 amounting to Rs 2,097.05 lakhs and as of that date has accumulated losses aggregating Rs. 2,08770.52 Lakhs. Considering the positive developments of implementation of resolution plan approved in the previous year, completion of Rights issue, additional funding by Investor for working capital together with plans to meet financial obligations in future out of the cash flows from execution of the pipeline of orders in hand, business plans, sanctioned non-fund based facilities etc, these financial statements are prepared on a going concern basis.
63 On November 21, 2025, the Government of India has consolidated 29 existing labour legislations into a united framework comprising four Labour codes viz Code on wages 2019, Code on Social Security 2020, Industrial Relation Code 2020 and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the New Labour Codes). The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations.
The Company is already in compliance with the basic wages criteria as prescribed under New Labour Codes for own employees and there is no material impact on the company. The Company is in the process of evaluating the possible impacts for contract workforce. However, the management is of the view that impact, if any, is unlikely to be material.
Once the Central/State Rules are notified by the Government on all aspects of the New Labour Codes, the Company will evaluate impact, if any, on the measurement of the employee benefits and would provide appropriate accounting effect on the basis of such development as needed.
64 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,
The Company does not have transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 , during the year.
65 "Utilisation of Borrowed funds and Securities Premium:
(i) The Company has not advanced or loaned or invested funds 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
ii) 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
66 Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
67 Undisclosed income
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous 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.)
68 Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
69 Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
70 The Board, duly taking into account all the relevant disclosures made has approved these financial statements in its meeting held on May 25, 2026.
71 Figures for the previous year have been regrouped/reclassified to conform to the figures of the current year.
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