2.6 Capital Work-in-Progress, whose completion is overdue or has exceeded its cost compare to its original plan : ' NIL (P.Y. ' NIL).
2.7 Capital Work-in-Progress, project temporarily suspended : ' NIL (P.Y. ' NIL).
2.8 No Proceeding against the Company has been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
2.9 Revaluation of Property Plant & Equipment, Rights of Use Assets and Intangible Assets : ' NIL (P.Y. ' NIL)
2.10 Assets classified as held for sale are the assets available for sale in its present condition and management is intending to conclude the sale within a period of 12 months of the Balance Sheet date and measured at lower of its carrying value or fair value less cost of sale.
3.1 Pursuant to the Share Purchase Agreement dated 1st July, 2025, the Company acquired an additional 4% equity ownership interest in Tefabo Product Pvt. Ltd. for a total cash consideration of ? 200.00 Lakhs thereby, aggregating to 64% ownership interest as at 31st March, 2026. (Note 50).
3.2 Pursuant to the change in the shareholding structure of M/s Epavo Electricals Pvt. Ltd. (Epavo) wherein the Company's interest in the ownership of EPAVO has reduced from 74% to 50% and upon execution of the Deed of Amendment to the Joint Venture Agreement dated 30th September, 2024, EPAVO ceased as a subsidiary of the Company w.e.f. 30th September, 2024.
3.3 The Corporate Guarantee issued by the Company to HDFC Bank Ltd. ("the Bank") amounting to ? 2,500 Lakhs, floating with a personal guarantee of two directors of the Company for the working capital facility availed by Epavo under Deed of Guarantee dated 24th March, 2023 has been released in terms of the letter dated 5th February, 2026, issued by the Bank. (Note 30(a)(ii)).
3.4 Guarantees are issued by the Company in accordance with Section 186 of the Companies Act, 2013 read with rules issued thereunder. Details of guarantees issued and outstanding - (Note 30 (a) (ii)).
3.5 The Company has complied with the provision of section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layer) Rules, 2017.
3.6 Investments are held in the name of the Company and/or its nominees. The Company has not pledged its investments to raise loans.
3.7 Information on Company's ownership interest, financials and other information of the subsidiary and the joint ventures -Note 40 of the Consolidated Financial Statements.
4.1.3 Details of investments made and outstanding are given in Note 3 and Note 41.
4.2 Loans or advances to Promoters, Directors & KMPs : ' NIL (P.Y. ' NIL).
4.3 Loans given to the subsidiaries and a joint venture are out of accumulated profit and profit for the year, and not from the borrowed fund.
4.4 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other person or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security of the like to or on behalf of the Ultimate Beneficiaries.
4.5 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 whether, directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
9.3 Trade Receivables are generally non-interest bearing with a credit period of 45 days to 90 days.
9.4 The Company has arranged the channel financing facility from the banks and the Financial Institutions for its customers under which a sum of ' 11,444.99 Lakhs (P.Y. ' 8,366.68 Lakhs) has been received (net of advances) as on the date of balance sheet and correspondingly the trade receivables stand reduced by the said amount. Also refer Note 30.2 in respect of the first loan default guarantees issued by the Company in respect of the channel financing facility.
9.5 The Company has arranged the Limited Recourse Receivable Factoring from the bank for its customers under which a sum of ' 7,236.23 Lakhs (P.Y. ' NIL) has been received (net of advances) as on the date of balance sheet and correspondingly, the trade receivables stand reduced by the said amount. The Company has no further obligations in respect of the same.
9.6 Trade Receivables have been pledged as a security against secured borrowing from the banks, the terms thereof disclosed in Note 13.4 & 13.5.
9.7 The Company's exposure to credit risk, currency risk and market risk related to trade receivables are disclosed in Note 40(C).
9.8 Accounting policies on financial instruments - Note 1(C)(viii).
11.4 Terms/ rights attached to Equity Shares :
The Company has only one class of shares referred to as equity shares having face value of ' 5/- per share. Each holder of equity shares is entitled to one vote per share. The Dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. As per the Companies Act, 2013 the holders of equity shares will be entitled to receive remaining assets of the Company after the distribution of all preferential amounts in the event of the liquidation of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
11.6 The Company has issued 25,84,536 fully paid up equity shares to the shareholders of Global Copper Pvt. Ltd., an erstwhile subsidiary of the Company on 1st July, 2025, pursuant to the Composite Scheme of Amalgamation (merger by absorption) in terms of NCLT order dated 29th May, 2025. (Note 12.4)
11.7 Pursuant to the resolution passed by the Board of the Directors of the Company on 12th November, 2025 and approved by shareholders through postal ballot on 18th December, 2025 the Company has issued bonus equity shares in the ratio of 1:1 i.e. one fully paid bonus equity share for every one equity share owned by the shareholders on the record date. The Board of Directors of the Company has allotted 4,66,74,536 fully paid up equity shares of ' 5/- each as bonus equity shares on 29th December, 2025. Bonus equity shares were issued by way of capitalisation of ' 615.94 Lakhs and ' 1,717.79 Lakhs standing to the credit of the Security Premium and Retained Earnings respectively.
11.8 The Board of Directors of the Company have proposed final dividend of ' 2.50 per equity share of face value of ' 5/- each for the year ending 31st March, 2026 (P.Y. ' 2.50/- per equity share) subject to approval of members at the forthcoming Annual General Meeting.
12.1 Security Premium
Security premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
12.2 Share based payment reserve outstanding
Share based payment reserve outstanding represents recognition of fair value of equity-settled share based option plan. Fair value of equity-settled share based payment transactions with employees is recognised in the Statement of Profit and Loss with corresponding credit to share-based payment reserve outstanding. The share-based payment reserve outstanding is used to recognise the value of equity-settled share based payments provided to employees, including key management personnel, as part of their remuneration (Note 52).
12.3 Equity Instruments through Other Comprehensive Income (OCI)
This represents the cumulative gains/ (losses) arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, it will be reclassified to retained earnings when such assets are disposed off.
12.4 Share Suspense Account
Share suspense account is towards share to be issued pursuant to Composite Scheme of Amalgamation (merger by absorption) ("the Scheme") for merger of Global Copper Pvt. Ltd (GCPL)., a subsidiary of the Company (Transferor Company) with and into the Company from 1st April, 2024 (Appointed Date). The Company has issued the shares to the shareholders of GCPL on 01st July, 2025.
12.5 Fair Value Reserve
Fair value reserve represent excess of fair value over carrying value of assets and liabilities upon intial acquisition of an entity (erstwhile subsidiary) by the Company as per Ind AS -103 "Business Combination"..
a) Primary Guarantee of National Credit Guarantee Trustee Limited and approved under ECLGS scheme.
b) Second pari passu charge on immovable assets of the Company located at Survey No. 662 (Old 212/2) and Survey No 316 at Dadra, Silvassa, New Survey No. 78/1/1,78/4 & 78/5 (part of larger land parcel old Survey No. 16/1) at Sayli Road, Village Karad, Silvassa and Survey No. 205, 206, 207/1,207/2, 193/1, 193/2 and 327/2/P2 at Waghodia, Dist. Vadodara.
c) Second pari passu charge on both present and future movable assets (except vehicles) and current assets of the Company located at Survey No. 662 (Old 212/2) and Survey No 316 at Dadra, Silvassa, New Survey No. 78/1/1,78/4 & 78/5 (part of larger land parcel old Survey No. 16/1) at Sayli Road, Village Karad, Silvassa and Survey No. 205, 206, 207/1, 207/2, 193/1, 193/2 and 327/2/P2 at Waghodia, Dist. Vadodara.
(ii) a) The Term loan III and Dropline overdraft capex loan are secured by :
i) Exclusive charge over the entire present and future movable fixed assets, land and building of the Company at Industrial plot no. SP1-200 at Salarpur industrial Estate, EMC Zone, RIICO-II, Bhiwadi, Rajasthan. Further, secured by way of exclusive charge on the entire future assets of a wind power project of the Company subject to disbursement of the specific trench of term loan for said wind power project.
ii) Personal guarantee of Chairman and Managing Director of the Company.
b) Dropline overdraft capex loan has been sanctioned of ? 4,000.00 Lakhs for the capital expenditure of the Company at Bhiwadi, Rajasthan which is subject to limit reduction in 20 equal quarterly installments over a tenure of sixty months.
(iii) The Term Loan IV is secured by :-
a) Primary Guarantee of National Credit Guarantee Trustee Limited and approved under ECLGS scheme.
b) Second pari passu charge on immovable assets of the Company located at Block No 56/P (Old Survey No. 65-66), Village - Garadia Jarod Samlaya Road, TA, Savli, Vadodara, Gujarat.
c) Second pari passu charge on both present and future movable assets (except vehicles) and current assets of the Company located at Block No 56/P (Old Survey No. 65-66), Village - Garadia Jarod Samlaya Road, TA, Savli, Vadodara, Gujarat.
a) First pari passu charge on both present and future movable assets of the Company except vehicles and movable and/or immovable assets of the Company at Industrial plot no. SP1-200 at Salarpur Industrial Estate, EMC Zone, RIICO-II, Bhiwadi, Rajasthan.
b) First pari passu charge on entire current assets both present and future of the Company
13.5 (i) The working capital loans are secured by :
a) First pari passu charge on entire current assets both present and future of the Company.
b) First pari passu charge on entire movable assets of the Company, both present and future, except vehicles and movable and/or immovable assets of the Company at Industrial plot no. SP1-200 at Salarpur industrial Estate, EMC Zone, RIICO-II, Bhiwadi, Rajasthan.
c) First pari passu charge on immovable assets of the Company except immovable assets of the Company located at Bhiwadi, Rajasthan.
(ii) The fixed deposit of ' NIL (P.Y. ' 2,000.00 Lakhs) has been provided as margin money for an overdraft working capital loan repayable on demand of ' NIL (P.Y. ' 1,993.83 Lakhs).
13.6 Charge in respect of Term Loan V, VI, VII and Secured working capital is as per the working capital consortium agreement dated 8th May, 2026 read with amended and restated unattested deed of Hypothecation read with Deed of Mortgage both dated 8th May, 2026, which is subject to filling of modification of charge.
13.7 Personal guarantees have been given by the Chairman and Managing Director of the Company for unsecured working capital loans from banks and in some cases also of one of the relatives of the Chairman and Managing Director of the Company. (Note 35).
13.8 Vehicle loans are secured by way of hypothecation of a specific vehicle.
13.9 (i) Working capital loans from the banks carry interest rates from 6.25 % p.a.to 9.60 % p.a. with different tenures or
repayable on demand.
(ii) Unsecured loan from Directors, Promoters and their relatives carries interest @ 9% p.a. without any stipulation as regards to repayment and same have not be demanded during the year and such loans comply with the provisions of the Companies Act, 2013.
(iii) Unsecured Inter corporate loan carries interest @ 9 % p.a. repayble in May, 2028.
13.10 Charges in respect of secured borrowings of the Company, being working capital and Term Loan I, II, V, VI and VII have been created in favour of IDBI Security Trusteeship Company and no separate charge has been created for each of the secured borrowings with each lender.
13.11 All the charges created/modified or satisfied were registered with the registrar of companies within the statutory period from the date of creation/modification of security or satisfaction of charge.
13.12 Loans availed during the year have been applied for the purpose for which they have been availed. The Company has not taken any loan from any entity or person on account of or to meet the obligation of its subsidiaries and joint ventures.
13.13 Quarterly Returns/ stock statements of the current assets filed by the Company with its bankers are in agreement with the books of accounts.
13.14 During the year, the Company has not applied any loan raised on short term basis for long term purpose.
13.15 Default in terms of repayment of Principal and Interest- ' NIL (P.Y. ' NIL).
The Company's normal payment terms with the suppliers other than under SFA range from 45 days to 60 days which the Company believes deem to be commercially reasonable.
19.4 The Company has entered into arrangements under which the banks either issue the trade finance instrument, which is subsequently assigned to a bank as agreed with the suppliers, against which the suppliers of the Company have an option for earlier payments and provide extended credit to the Company or an arrangement wherein suppliers may elect to receive an early payment or continue to be paid in line with agreed payment terms. In either case, the economic substance of the arrangement is determined to be operating in the nature and payments made by the bank to the suppliers are non- cash items and till the Company makes the payments against the trade finance instrument or otherwise, the same is recognised under trade payable and upon final settlement by the Company to the bank, it is treated as cash flows from operating activities.
In cases wherein, under the arrangement, the suppliers received the payment either as per the terms or earlier from the Banks and the Company makes payment on the due date to the Banks which is normally 30-60 days along with interest (obligation of interest on the Company) for the payments by the banks to the suppliers under the arrangement, the economic substance of the transaction is determined to be financing in nature. Such arrangements are primarily like working capital facilities for the Company and therefore, presented within borrowings in the financial statements. Payments made to suppliers are treated as cash items and disclosed as cash flows from operating activities. Settlement of dues to banks is treated as cash flows from financing activity."
19.5 Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) (Note 32)
30.2 The amount of the Company's arranged channel financing facilities utilised by its customers as on the date of balance sheet includes ? 2,000.00 Lakhs (P.Y. ? 2,500.00 Lakhs) with recourse.
30.3 Pursuant to action u/s Section 132 of the Income Tax Act, 1961 ("the Act") in November, 2023 and the consequent assessment/reassessment proceedings, the Income Tax Department has raised a total tax demand amounting to ? 6,790.77 Lakhs (excluding the interest component of ? 3,149.05 Lakhs) for Assessment Years 2021-22 to 2024-25 against which the appeals have been preferred before the Commissioner of Income Tax (Appeals), which are pending for disposal. Further, reassessment proceedings u/s 148 of the Act have been initiated for Assessment Years 2019-20 and 2020-21 against Global Copper Private Limited (erstwhile subsidiary and now merged into the Company) and the same are pending disposal. The management after considering the available records, facts and legal advice has not made any adjustment in this financial statements in respect of the aforesaid demand and pending assessments.
(b) EXPENDITURE ON SOCIAL WELFARE
During the year the Company has contributed ' 314.95 Lakhs (P.Y. ' 285.00 Lakhs) to Non- Profit Organizations' in which Directors of the Company are Trustees/Office Bearers. The said NGOs works for promotion of education (including moral education), programs/ seminars for training teachers, programs for children nurturing etc. and other welfare programs.
Pursuant to the composite scheme of amalgamation (merger by absorption) for the merger of Global Copper Pvt. Ltd., a subsidiary of the Company, with and into the Company from 01st April, 2024, the Company has issued 25,84,536 fully paid up equity shares of ' 5 each to Mr. Hitesh Vaghela, an executive director of the Company, his family members and the entities in which they are interested on 01st July, 2025.
In terms of second amended & restated working capital consortium agreement read with Deed of Hypothecation and Deed of Mortgage all dated 8th May, 2026 , the Personal Guarantees in respect of secured working capital limits stand released. The Company is awaiting for necessary release letter from the lenders as on even date.
1. The average duration of the defined benefit plan obligation at the end of the reporting period is 8.15 years (PY. 8.30 years).
2. The Company expects to contribute ' 150.00 Lakhs (P.Y. ' 42.70 Lakhs) to the plan during the next financial year.
3. The estimates of rate of escalation in salaries considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.
4. Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.
5. The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method.
6. The above information is certified by the actuary.
7. On 21st November 2025, the Government of India notified four Labour Codes consolidating 29 existing labour laws. The Ministry of Labour and Employment has issued draft Central Rules and FAQs to facilitate assessment of the financial impact arising from these changes. Based on management's assessment including actuarial valuation, considering the
best information available and ICAI guidance, the Company has recognised an incremental liability of ? 333.01 lakhs towards employee benefit obligation, primarily arising from the revised definition of wages under the New Labour Codes. Considering the event as regulatory-driven and non-recurring in nature, the impact of the same has been disclosed under exceptional items in the standalone financial statements for the year ended 31st March 2026. On 8th May, 2026, the Goverment of India has notified the final rules in relation to the Labour Codes. The Company will assess the impact thereof if any and will provide necessary accounting effect.
The carrying amounts of financial assets (other than security deposits and loan to employees) and financial liabilities (other than long term borrowings, lease liabilities & security deposits) measured at amortised cost in the financial statements are reasonable approximation of their fair values since the Company does not anticipate that the carrying amount would be significantly different from the value that would eventually be received or settled.
Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
There have been no transfers between Level 1 and Level 2 for the years ended 31st March, 2026 and 31st March, 2025.
(c) Financial Risk Management- Objectives and Policies
The Company is exposed to: (a) Market Risks comprising of Interest Rate Risk, Currency Rate Risk and Commodity Price Risk (b) Liquidity Risk and (c) Credit Risk comprising of trade receivable risk and financial instrument risk. The Company has well placed Risk Management Policy (RMP). The policy provide broad guidelines to identify the risk arising from these factors and provide guidelines to the team for its mitigation or at-least minimize its effect on income/ expense on the Company is optimized. Team involved in RMP meets frequently to discuss the level of risk they foresee based on the conditions persisting.
The Company's exposure to Market Risk, Credit Risk and Liquidity Risk have been summarised below:
a) Market Risk
i) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on short-term and long-term floating rate interest bearing liabilities. The Company's policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by prevailing interest rates. These exposures are reviewed by the management on a periodic basis.
ii) Foreign Currency Risk
The Company is exposed to fluctuations in foreign currency exchange rates where transaction references more than one currency and/ or where assets/ liabilities are denominated in a currency other than the functional currency of the Company.
Exposures on foreign currency are managed through a hedging policy, which is reviewed periodically by the management. The Company usually enters into forward exchange contracts progressively based on their maturity to hedge the effects of movements in foreign currency exchange rates individually on assets and liabilities. The sources of foreign exchange risk for the Company are trade receivables, trade payables for imported materials & capital goods as well as foreign currency denominated borrowings. The policy of the Company is to determine on a regular basis what portion of the foreign exchange risk are to be hedged through forward exchange contracts.
iii) Commodity Price Risk
The Company is exposed to the movement of copper and aluminium prices on the London Metal Exchange (LME). Any increase or decline in the prices of these commodities will have an impact on the profitability of the Company. As a general policy, the Company aims to purchase these commodities at prevailing market prices and also sell the products at price adjusted for prevailing market prices. The Company substantially ensures sale of products with simultaneous purchase of these commodities on back-to back basis ensuring no or minimum price risk for the Company.
b) Liquidity Risk
Liquidity risk refers to the risk that the Company encounter difficulty in raising funds to meet its financial commitments. The objective of liquidity risk management is to maintain the liquidity and to ensure that funds are available for short operational needs and to fund Company's expansion projects. The Company has availed credit facility from the banks & financial institutions to meet its financial commitment in timely and cost effective manner.
The Company remains committed to maintaining a healthy liquidity and gearing ratio and strengthening the balance sheet. The maturity profile of the Company's financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below.
c) Credit Risk
Credit risk refers to the risk that counter party will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk for trade receivables and financial guarantees for dealers, derivative financial instruments and other financial assets.
The Company assess the counter party before entering into transactions and wherever necessary supplies are made against advance payment. The Company on continuous basis monitor the credit limit of the counter parties to mitigate or minimise the credit risk. The credit risk for the financial guarantees issued by the Company to the banks and the financial institutions for credit facilities availed by Company's dealers from bank is minimum as those parties have long vintage with the Company and they are also subject to credit risk assessment by a bank/financial institution on periodical basis. The credit risk on export receivables are limited as almost all export sales are made to parties having a long vintage with the Company and new parties are subject to necessary due diligence.
Note 49: TRADE OR INVESTMENT IN CRYPTO CURRENCY OR VIRTUAL CURRENCY: ' NIL (PY. ' NIL)
Note 50: During the year, the Company acquired additional 4% ownership interest in Tefabo Product Pvt. Ltd (Tefabo), under the Share Purchase Agreement dated 1st July, 2025 for a cash consideration of ' 200.00 Lakhs. Tefabo is in the business of manufacturing fabricated components and assemblies for the renewable energy sector.
Note 51: During the year, the Company commenced commercial production of Copper Tubes, an eligible product category under the Government of India's Production Linked Incentive (PLI) Scheme for White Goods. The Company was provisionally selected under this scheme in FY 2024-25 and has successfully completed the committed capital investments in accordance with the scheme guidelines. However, the final realization of incentives remains subject to necessary regulatory reviews, assessments, and approvals.
Note 52: EMPLOYEES STOCK OPTION PLAN (ESOP)
RRWL ESOP 2023 ("the Plan")
Pursuant to the approval by the shareholders in the Annual General Meeting (""AGM"") held on 12th September, 2023, the Board or any committee as may be authorised by the Board, was authorised to create and grant from time to time, in one or more tranches, not exceeding 4,40,000 employee stock options for the benefit of such person(s) who are in the employment of the Company and its Subsidiaries within the meaning of the Plan and eligible to receive such options under the applicable regulations, as may be decided under the Plan, exercisable into not more than 4,40,000 equity shares of face value of ? 5/- each fully paid-up, where one employee stock option would convert into one fully paid-up equity share of face value of ? 5/- each upon exercise, on such terms and in such manner as the Board / Committee may decide in accordance with the provisions of the applicable laws and the provisions of RRWL ESOP 2023 plan. The said ESOP plan is effective from 7th Nov, 2023 with vested options to be exercised within maximum period of 7 years from the date of grant unless extended by the Administrator (the nomination and remuneration committee).
Consequential to issue of bonus shares by the Company (Note 11.7) the options stand modify to the effect of number of options to be granted and number of options granted but yet to be vested as on record date of Bonus issue.
30% of the Options granted to a Participating Employee will be subject to time-based conditions ("Time Based Options") and the balance 70% of the Options granted to a Participating Employee will be subject to performance-based conditions ("Performance Based Options") with 1/5 th of the total number of options granted to each participating employees will be vested each year under both Time-Based Options and Performance-Based options and to be exercise. There shall be a minimum period of one year between the grant of Options and the vesting of such Options. Performance Based Options shall vest based on the achievement of defined annual performance parameters as determined by the Administrator .
Note 53: Previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.
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