A provision is recognized when an enterprise has a present obligation (legal or constructive) as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on best estimate required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
Provisions for warranty-related costs are recognized when the products are sold. Provision is estimated based on historical experience and/or technical estimates. The estimate of such warranty- related costs is reviewed on a annual basis.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
Provisions for the costs to restore leased assets to their original condition, as required by the terms and conditions of the lease, are recognised when the obligation is incurred, either at the commencement date or as a consequence of having used the underlying asset during a particular period of the lease, at the Company’s best estimate of the expenditure that would be required to restore the assets. Estimates are regularly reviewed and adjusted as appropriate for new circumstances.
1.3.15 Borrowing Costs
Borrowing Costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. Borrowing Costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset up to the date the asset is ready for its intended use is added to the cost of the assets. Capitalisation of Borrowing Costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted. All other borrowing costs are expensed in the period they occur.
1.3.16 Earnings Per Share
Basic Earnings Per Share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares (including equivalent number of equity shares on conversion of compulsorily convertible preference shares) outstanding during the year.
The weighted average number of equity shares outstanding during the year and for all years 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. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.
Employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the year in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting year has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a year represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied.
1.3.18 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
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
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 accounting policy on ‘Revenue from contracts with customers’.
ii. Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
a. Financial assets at amortised cost
b. Financial assets at fair value through other comprehensive income (OCI)
c. Financial assets at fair value through profit or loss
d. Equity instruments measured at Fair Value Through Other Comprehensive Income
a. Financial assets at amortised cost
A financial asset is subsequently measured at the amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• 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.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised 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 amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.
b. Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if both the following conditions are met:
• The asset is held within a business where the objective is achieved by both collecting contractual cash flows and selling financial assets and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After the initial measurement, such financial assets are subsequently measured at fair value at each reporting date. Fair value movement are recognised in the other comprehensive income and impairment are recognised in statement of profit & loss. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
c. Financial assets at fair value through profit or loss
A financial assets which is not classified in any of the above categories are subsequently fair valued through profit or loss.
d. Equity instruments measured at Fair Value Through Other Comprehensive Income
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 fair value through profit or loss. For all other equity instruments, the Company decides to classify the same either as at Fair value through other comprehensive income or fair value through profit or loss. The Company makes such election on an instrument-by¬ instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at fair value through other comprehensive income, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the fair value through profit or loss category are measured at fair value with all changes recognized in the Statement of Profit and Loss.
iii. De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily de-recognised when:
• The rights to receive cash flows from the asset have expired, or
• the Company has transferred substantially all the risks and rewards of the asset.
iv. 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:
• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
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 in accordance with the contract and all the cash flows that the entity expects to receive, 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. 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
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms
ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the Statement of Profit and Loss. The presentation for various financial instruments in the Balance Sheet is described below:
• Financial assets measured as at amortised cost: 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.
B. Financial liabilities
i. Initial recognition and measurement
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 and derivative financial instruments.
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 derivatives, financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. 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 recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risks are recognized in the Statement of Profit and Loss. These gains/ losses are not
subsequently transferred to Statement of Profit and Loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the Statement of Profit and Loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised 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 amortisation is included as finance costs in the Statement of Profit and Loss.
De-recognition
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 de-recognition 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.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
1.3.19 Equity
The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The transaction costs attributable to new issuance of shares is deferred on the balance sheet and recognized in equity once the instrument is issued.
1.3.20 Statement of Cash Flow
Statement of Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non¬ cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
1.3.21 Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in value. Any cash or bank balance held for any specific use is not considered as cash & cash equivalent.
1.3.22 Exceptional items
Exceptional items comprise income or expenses arising from events or transactions that are significant by virtue of their size, nature, or incidence and are not expected to recur frequently in the normal course of business. These items, though arising from ordinary activities, are considered exceptional when their separate disclosure is necessary to enable users to obtain a proper understanding of the Company’s financial performance. Accordingly, such items are presented separately in the Statement of Profit and Loss.
1.3.23 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2026, MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2025 and Companies (Indian Accounting Standards) Second Amendment Rules, 2025, whereby MCA has amended certain Indian Accounting standards which are applicable to the company w.e.f. April 01, 2025.
The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Notes :
(a) During the year ended March 31, 2026, the Company has completed Initial Public Offer (“IPO”) of 9,28,67,945 equity shares of face value of ? 1 each at an issue price of ? 321 per share, comprising of fresh issue of 8,18,16,199 shares, out of which 8,17,16,199 equity shares were issued at an offer price of ? 321 per equity share to all the allottees and 1,00,000 equity shares were issued at an offer price of ? 291 per equity share, after a discount of ? 30 per equity share to employees aggregating to ? 2,626.00 crores and offer for sale of 1,10,51,746 equity shares by the selling shareholders aggregating to ? 354.80 crores. Pursuant to the IPO, the equity shares of the Company are listed on the National Stock Exchange (“NSE”) and Bombay Stock Exchange (“BSE”) on May 06, 2025.
(b) The Board of Directors of the Company vide their resolution dated July 04, 2024 approved the allotment of 9,07,236 Equity shares of ? 1 each (adjusted for Bonus Issuance) to Tarun Sanjay Mehta and Swapnil Babanlal Jain pursuant to exercise of stock options.
(c) The Board of Directors of our Company in its meeting held on June 18, 2024 and shareholders of our Company in the Extraordinary General Meeting held on June 21, 2024 approved the issuance of bonus equity share of ? 1 each in the ratio of 260:1 and 224:1 for the equity shares of ? 1 each and for the equity shares of ? 37 each respectively and also approved the sub-division of 3,530 equity shares of ? 37 each into 1,30,610 equity shares of ? 1 each. The conversion ratio of the Compulsory Convertible Preference Shares into Equity Shares and the employee stock options along with its price per option have been adjusted accordingly.
(d) The Board of Directors vide their resolution dated February 25, 2025 approved the conversion of 74,148 Series F CCPS into 1,93,52,628 equity shares in the conversion ratio of 261:1 with the face value of X 1 each ranking pari-passu with the existing equity shares of the Company (refer note 12.2.12 (vii)). Further, the Board of Directors vide their resolution dated 08 March, 2025 approved the conversion of Compulsory Convertible Preference Shares (Series Seed One, Series Seed Two, Series Seed Three and Series Seed Four), Series A, Series B, Series B1, Series C, Series C1, Series D, Series E, Series E1, Series E2, Series Bonus CCPS and Series G classes of Compulsory Convertible Preference Shares (“CCPS”) issued and allotted by the Company from time to time aggregating to 1,73,62,374 Outstanding CCPS of the Company into 24,04,83,445 fully paid up equity shares of face value of X 1 each ranking pari-passu with the existing equity shares of the Company (refer note 12.2.12 (viii) and (ix)).
(ii) Rights, preferences & restrictions attached to this class of share
Each holder of the equity shares is entitled to one vote per share and carries a right to dividends as and when declared by the Company. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholding.
(ii) Rights, preferences & restrictions attached to the above 12.2.2 to 12.2.10 and 12.2.12 (except Series G) classes of shares
(a) Preference share holders were entitled to receive a dividend at the rate of 0.001% per annum on each preference share held by such holder, if declared by the Board of Directors. In the event the Company declares a dividend on the Equity Shares at a rate which is higher than the rate mentioned herein, the holders of Preference Shares shall be entitled to receive, in priority to the holders of Equity Shares, a dividend at a rate per preference share as would equal the product of (i) the higher dividend rate payable on each equity share and (ii) the number of equity shares issuable upon conversion of such preference share. All dividends to such shareholders shall be non-cumulative.
(b) On the occurrence of a liquidation event, the preference share holders were entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders, on a pari passu basis and prior and in preference to any distribution of proceeds of such liquidation event to the holders of equity shares by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price, plus declared but unpaid dividends thereon.
(c) Preference shares were to be converted to such number of equity shares (refer note 12.2.12 (ix)), at the conversion ratio then in effect:
• In the event the preference share holder requires Company to convert all or a part of such preference shares held by such holder;
• upon the earlier of (i) the closing of an IPO, or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the requisite number of investors.
• upon the date that is twenty (20) years after the date on which such series of Preference Shares were first issued by the Company.
(d) Holders of preference shares enjoyed such voting rights available to the extent permissible under law, carry voting rights as if the preference shares have been fully converted into equity shares. Each preference share shall entitle the holder to the number of votes equal to the number of whole or fractional equity shares into which such preference share could then be converted. If applicable law does not permit any holder of preference shares to exercise voting rights on all or any matters submitted to the vote of the Shareholders of the Company (including the holders of equity shares) (the “Non-Voting Preference Shares”), then until the conversion of all such Non¬ Voting Preference Shares into equity shares, each shareholder shall vote in accordance with the instructions of the holders of such Non-Voting Preference Shares at a general meeting of the shareholders or provide proxies without instructions to the holders of the Non-Voting Preference Shares for the purposes of a general meeting of the shareholders, in respect of such number of equity shares held by each of them such that a relevant percentage of the equity shares of the Company are voted in the manner required by the holders of the Non¬ Voting Preference Shares.
(iii) The Board of Directors of the Company in its meeting held on May 16, 2024 and shareholders of the Company in the Extraordinary General Meeting held on May 28, 2024 approved the issuance of 74,148 Series F Compulsory Convertible Preference Shares (“Series F CCPS”) with face value of X 1 per share at a premium of X 11,673 per share, aggregating to X 11,674 per share for cash on preferential basis. The Board of Directors vide their resolution dated July 09, 2024 allotted 74,148 Series F - CCPS of face value of X 1 each with a premium of X 11,673 per share to the Promoters, Tarun Sanjay Mehta and Swapnil Babanlal Jain, and considering the terms of the conversion of Series F CCPS linked with achievement of internal rate of return, the same has been accounted as share based payments in accordance “IND AS 102-Share-based Payment” under the head other equity (refer note 12.2.12 (vii)).
(iv) Rights, preferences & restrictions attached to the Series F CCPS
(a) Preference share holders were entitled to receive a dividend at the rate of 0.001% per annum on each preference share held by such holder, if declared by the Board of Directors. In the event the Company declares a dividend on the Equity Shares at a rate which is higher than the rate mentioned herein, the holders of Preference Shares were entitled to receive, in priority to the holders of Equity Shares, a dividend at a rate per preference share as would equal the product of (i) the higher dividend rate payable on each equity share and (ii) the number of equity shares issuable upon conversion of such preference share. All dividends to such shareholders shall be non-cumulative.
(b) On the occurrence of a liquidation event, the preference share holders were entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders, on a pari passu basis and prior and in preference to any distribution of proceeds of such liquidation event to the holders of equity shares by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price, plus declared but unpaid dividends thereon.
(c) Preference shares were to be converted up to a maximum of 1,93,52,628 equity shares (refer note 12.2.12. (vii)) upon meeting the conversion criteria upon occurrence of either of the following, whichever is earlier -
(i) An IPO of the Company prior to agreed date; or
(ii) An Exit Event as specified in the terms of issue of CCPS prior to the agreed date
(iii) upon the date that is twenty (20) years after the date on which such series of Preference Shares were first issued by the Company.
(d) Holders of preference shares enjoyed such voting rights available to the extent permissible under law, carry voting rights as if the preference shares have been fully converted into equity shares. Each preference share entitled the holder to the number of votes equal to the number of whole or fractional equity shares into which such preference share would be converted. If applicable law did not permit any holder of preference shares to exercise voting rights on all or any matters submitted to the vote of the Shareholders of the Company (including the holders of equity shares) (the “Non-Voting Preference Shares”), then until the conversion of all such Non¬ Voting Preference Shares into equity shares, each shareholder shall vote in accordance with the instructions of the holders of such Non-Voting Preference Shares at a general meeting of the shareholders or provide proxies without instructions to the holders of the Non-Voting Preference Shares for the purposes of a general meeting of the shareholders, in respect of such number of equity shares held by each of them such that a relevant percentage of the equity shares of the Company are voted in the manner required by the holders of the Non¬ Voting Preference Shares.
(v) The Board of Directors vide their resolution dated July 29, 2024 approved the issue of 1,65,28,925 Series G CCPS of face value of X 10 each at a premium of X 353 per share to India - Japan Fund (Represented by and acting through its investment manager, National Investment and Infrastructure Fund Limited). Further, our Board of Directors by the resolution dated 04 September 2024, allotted 1,65,28,925 to Series G CCPS at an issue price of X 363 for an aggregate consideration of X 600 crores. Considering the terms of the conversion of Series G CCPS into variable number of equity shares, the same has been accounted as Financial liability under the head “Borrowings” in accordance with IND AS 32 - Financial Instruments - Presentation” (refer note 12.2.12 (viii)).
(vi) Rights, preferences & restrictions attached to the Series G CCPS
(a) Preference share holders were entitled to receive a dividend at the rate of 0.001% per annum on each preference share held by such holder, if declared by the Board of Directors. In the event the Company declared a dividend on the Equity Shares at a rate which is higher than the rate mentioned herein, the holders of Preference Shares were to be entitled to receive, in priority to the holders of Equity Shares, a dividend at a rate per preference share as would equal the product of (i) the higher dividend rate payable on each equity share and (ii) the number of equity shares issuable upon conversion of such preference share. All dividends to such shareholders shall be non-cumulative.
(b) On the occurrence of a liquidation event, the preference share holders were entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders, on a pari passu basis and prior and in preference to any distribution of proceeds of such liquidation event to the holders of equity shares by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price, plus declared but unpaid dividends thereon.
(c) Preference shares were to be converted up to a maximum of 3,18,26,050 equity shares (refer note 12.2.12 (viii)), at the conversion ratio then in effect:
• In the event the preference share holder requires Company to convert all or a part of such preference shares held by such holder;
• upon the earlier of (i) filing of UDRHP, or (b) a subsequent equity fund raise for a minimum amount of USD 75 million or (iii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the requisite number of investors.
(d) Holders of preference shares enjoyed such voting rights available to the extent permissible under law, carry voting rights as if the preference shares have been fully converted into equity shares. Each preference share entitled the holder to the number of votes equal to the number of whole or fractional equity shares into which such preference share could then be converted. If applicable law does not permit any holder of preference shares to exercise voting rights on all or any matters submitted to the vote of the Shareholders of the Company (including the holders of equity shares) (the “Non-Voting Preference Shares”), then until the conversion of all such Non-Voting Preference Shares into equity shares, each shareholder shall vote in accordance with the instructions of the holders of such Non-Voting Preference Shares at a general meeting of the shareholders or provide proxies without instructions to the holders of the Non-Voting Preference Shares for the purposes of a general meeting of the shareholders, in respect of such number of equity shares held by each of them such that a relevant percentage of the equity shares of the Company are voted in the manner required by the holders of the Non-Voting Preference Shares.
(vii) The Board of Directors vide their resolution dated February 25, 2025 approved the conversion of 74,148 Series F CCPS into 1,93,52,628 equity shares in the conversion ratio of 261:1 with the face value of X 1 each ranking pari-passu with the existing equity shares of the Company.
(viii) The Board of Directors vide their resolution dated March 08, 2025 approved the conversion of 1,65,28,925 Series G CCPS into 2,24,65,447 fully paid up equity shares of face value of X 1 each ranking pari-passu with the existing equity shares of the Company.
(ix) Further, the Board of Directors vide their resolution dated March 08, 2025 approved the conversion of Series Seed One, Series Seed Two, Series Seed Three, Series Seed Four, Series A, Series B, Series B1, Series C, Series C1, Series D, Series E, Series E1, Series E2 and Series Bonus CCPS (collectively referred as “Outstanding CCPS”) issued and allotted by the Company from time to time aggregating to 8,33,449 Outstanding CCPS of the Company into 21,80,17,998 fully paid up equity shares of face value of X 1 each ranking pari-passu with the existing equity shares of the Company. The conversion ratio for each of the series of CCPS is as below:
Nature and purpose of other reserve
(i) Securities Premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Retained earnings
Retained earnings are the accumulated profits / (loss) earned by the Company till date, less transfer to general reserves, dividend and other distributions made to the shareholders.
(iii) Stock Options Outstanding Reserve
The fair value of the equity-settled share based payment transactions with employees is recognised in statement of profit and loss with corresponding credit to stock options outstanding reserve. The amount of cost recognised is transferred to equity share capital and security premium on exercise of the related stock options.
Note:
Above amounts are net off unamortised borrowing costs.
(i) Terms and repayment:
(a) Secured term loans from banks and others carry interest rate ranging from 8.85% p.a to 9.5% p.a. These loans are repayable in monthly / quarterly installments as per the terms of the respective loan agreements. Tenure of these loans are ranging from 2.5 to 4 years.
(b) The Company has availed short term credit facilities in the form of working capital loans to meet the working capital requirements of the Company and these facilities carry an floating interest from 8.4% p.a. to 10.5% p.a. These are repayable on demand.
(ii) Term of security:
(a) Term loans and Working capital loans from banks:
Term Loan : First pari passu charge on Movable / Immovable Property, Plant and Equipment of the company both present and future, Pari passu charge on brand and trademark/IPR/Intangibles of the technology stock/product suite if any. Second pari passu charge on current assets both present and future.
Working Capital Loans : Pari passu charge on Current Assets of the company both present and future, Pari passu charge on Brand and Trademark / IPR / Intangibles of the technology stock / product suite, Cash margin of 25% by way lien on fixed deposits
(b) Non-convertible debentures
First Pari-passu charge on existing and future property, plant and equipment, Cash and cash equivalents & all intellectual property rights, Second pari-passu charge on existing and future Current assets of the company which has been released as on March 31, 2026.
(iii) Additional disclosures:
1. The Company has borrowings from banks on the basis of security of current assets and the statements of current assets filed by the Company with banks are in agreement with the books of accounts.
2. The Company has utilised the borrowings for the purpose for which it was taken.
3. Charges or satisfaction of charges are registered with ROC within the statutory period, there are no charges or satisfaction yet to be registered with ROC beyond the statutory period as at March 31, 2026.
4. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
Note:
In response to a show cause notice (“”SCN””) dated March 29, 2023 from IFCI Limited on behalf of the Ministry of Heavy Industries (“”MHI””) in relation to certain matters under the FAME II and Phased Manufacturing Program (“PMP”) guidelines, the Company vide its undertaking dated May 23, 2023, without prejudice agreed to voluntarily refund the price of the “Off board chargers” to all customers who purchased an off board charger as an accessory prior to April 12, 2023.
As at March 31, 2026, the Company has refunded an amount of ^ 147.97 crores (upto March 31, 2025: ^ 147.28 crores) to the customers for liability towards “”Off-board chargers””. Against the outstanding liability of ^ 9.81 crores as at March 31, 2026, a deposit is maintained in a bank account managed by IFCI Limited, which will be refunded back to the Company on actual payment of charger refund to customers and on submission of relevant documents of such refund.
NOTE - 30 IMPAIRMENT TESTING OF TANGIBLE ASSETS, INTANGIBLE ASSETS AND INTANGIBLES ASSETS UNDER DEVELOPMENT
The Company does its impairment evaluation on an annual basis and based on such evaluation, the estimated recoverable amount of the Cash Generating Unit (CGU) exceeded its carrying amount. For the purpose of impairment testing, tangible assets, intangible assets (Product Design & Development) and intangible assets under development are allocated to the CGU. For this, the Company as a whole is considered as CGU.
The recoverable amount of the above CGU has been determined based on ‘value in use’ model, where in the value of cash generating unit is determined as a sum of the net present value of the projected post tax cash flows for a period of 5 years and terminal value. The terminal value of cash generating unit is arrived at by extrapolating cash flows of latest forecasted year to perpetuity using a constant long-term growth rate.
Determination of value in use involves significant estimates and assumptions that affect the reporting CGU’s expected future cash flows. The Company has performed sensitivity analysis for all key assumptions and concluded that it is unlikely to cause the carrying amount of the CGU exceed its estimated recoverable amount. The key assumptions used for the calculations on an annual basis were as follows:”
(a) There are potential equity shares as on March 31, 2026 and March 31, 2025 in the form of stock options issued. As these are antidilutive, they are ignored in the calculation of diluted earning per share and accordingly the diluted earning per share is the same as basic earning per share.
(b) The Board of Directors of the Company in its meeting held on June 18, 2024 and shareholders of the Company in the Extraordinary General Meeting held on June 21, 2024 approved the issuance of bonus equity share of X 1 each in the ratio of 260:1 and 224:1 for the Equity shares of X 1 each and for the equity shares of X 37 each respectively and also approved the sub-division of 3,530 equity shares of X 37 each into 1,30,610 equity shares of X 1 each. The number of shares used for the calculation of earnings per share, and the earnings per share (including that in the comparative year), have been adjusted for pursuant to Paragraph 64 of Ind AS 33 - “Earnings Per Share”, prescribed under Section 133 of the Companies Act, 2013.
The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development, design, manufacture, assembly and sale of vehicles, as well as sale of related parts and accessories. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit.
Therefore, based on the guiding principles given in Ind AS 108 on ‘Operating Segments’, the Company’s business activity fall within a single operating segment, namely automotive segment.
NOTE - 34 EMPLOYEE BENEFIT PLANS
A. Contribution to provident fund (Defined contribution):
The Company make contributions to provident fund which is a defined contribution plan and the Company has no obligation other than to make the specified contributions. During the year, the Company has charged X 16.76 crores (March 31, 2025 : X 13.64 crores) to the statement of profit and loss towards defined contribution plans.
B. Gratuity (Defined benefit plan):
The Company provides for gratuity for employees in India as per the Code on Social Security, 2020. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement / termination / death / disablement is the employees last drawn wages per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is unfunded.
Note :
(i) The Company received a pre - show cause intimation notice dated March 21, 2024 and subsequently a show cause notice dated April 16, 2024 (“SCN”) from the Office of the Assistant Commissioner, Chennai under section 73 of the Central Goods and Services Tax Act, 2017 read with rules and regulations, made thereunder. The GST department had taken up the scrutiny in accordance with the above section and observed discrepancies in the input tax credit availed for the Fiscal year 2022-2023 and raised a demand of X 59.81 crores. Against this demand, the Company filed a reply dated May 14, 2024 explaining the fact that input tax credit has been availed in accordance with law and which was also reconciled with annual return and hence there was no discrepancy noticed. However, thereafter, an order was issued against the Company dated November 04, 2024 confirming the above stated demand. The Company has filed an application for rectification before the Assistant Commissioner, Nungambakkam, Tamil Nadu (the “AC”) of the order issued, on the grounds that the order has been passed without consideration of the submissions made. The Company does not foresee the demand materialising as the allegations made are merely on the manner of disclosures made by the Company in the Annual return filed for the said fiscal period. The matter is currently pending further adjudication.
B. The Ministry of Environment, Forest and Climate Change (MoEFCC) notified the Battery Waste Management Rules, 2022, on August 22, 2022 and issued amendments to the same from time to time. These regulations apply to producers (Manufacturers and Importers included), dealers, consumers, and entities involved in the collection, segregation, transportation, refurbishment, and recycling of all types of waste batteries. These regulations have significant implications for the Company being the producer of the batteries (obligation to be met even if the entity ceases operations). Further guidance or details regarding the practical challenges and concerns related to waste collection and the associated costs are awaited. Consequently, the Company is unable to reliably estimate a range of possible outcomes and potential impacts of these rules as at March 31, 2026. The Company will continue to assess its ability to measure the obligation as and when further guidance/details are available from the Ministry.
The management assessed that carrying value of cash and cash equivalent, other balances with banks, trade receivables, trade payables, other financial assets, other financial liabilities, lease liabilities and borrowings approximates their fair value largely due to short-term maturities of these instruments.
iii) Fair value hierarchy
The section explains the judgement and estimates made in determining the fair value of the financial instruments that are:
a) recognised and measured at fair value.
b) measured at amortised cost and for which fair values are disclosed in the financial statement.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels as mentioned under Indian accounting standards.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of quoted equity share, quoted debt instruments and mutual fund investments. The fair values of investments in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.
Level 2 - This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors. The Company is constantly evaluating micro and macro economic factors influencing the business including, economical, geo-political and other risks which may have a bearing on the business or operations. The Company is of the view that the impact of these risks would not have a material impact on the business in medium to long term business plans. The Company continuously monitor these risks and other developments to identify significant uncertainties.
A. CREDIT RISK
Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. This information is supplied by independent rating agencies wherever available and if not available, the Company uses other publicly available financial information and its own trading records to rate its major customer. The Company’s exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. The Company usually collects advances from the customers and hence these risk would not have material impact on the business.
Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments in mutual funds, trade receivables and other financial assets. None of the financial instruments of the Company result in material concentrations of credit risks.
B. LIQUIDITY RISK
(i) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium
and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The above borrowings of the Company with carrying value of X 513.07 crores are in compliance with the quarterly / annual covenant requirement as applicable for the respective lending arrangements. Basis the Management’s estimates, the Company will meet the financial and non financial covenants for a period of twelve months from the end of the reporting year.
(ii) Maturities of financial liabilities
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The contractual maturity is based on the earliest date on which the Company may be required to pay.
ii. Currency Risk
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company’s exposure to currency risk relates primarily to the Company’s operating activities and borrowings when transactions are denominated in a different currency from the Company’s functional currency.
Foreign currency sensitivity
The following table details the Company’s sensitivity to a 1% increase and decrease in the X against the relevant foreign currencies. ( ) / (-) 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the reporting year end for a 1% change in foreign currency rates. A positive number below indicates an increase in loss whereas a negative number below indicates reduction in loss to the company on account of weakening / strengthening of functional currency by 1% against the relevant foreign currency.
C. MARKET RISK
Market risk is the risk that the fair value or 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. All such transactions are carried out within the guidelines set by the Board of Directors and Risk Management Committee.
There has been no significant changes to the Company’s exposure to market risk or the methods in which they are managed or measured.
i. Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long term borrowings and short term borrowings with variable rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing costs.
The Company’s capital management objectives are:
- to ensure the Company’s ability to continue as a going concern
- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
- to augment requisite resources for future infrastructure requirements
For the purpose of debt to total equity ratio, debt considered is long-term borrowings (including current maturities), short¬ term borrowings and current and non-current lease liabilities. Total equity comprise of issued share capital and all other equity reserves.
The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. 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.
Notes :
(a) The Board of Directors of our Company in its meeting held on June 18, 2024 and shareholders of our Company in the Extraordinary General Meeting held on June 21, 2024 approved the issuance of bonus equity share of X 1 each in the ratio of 260:1 and 224:1 for the equity shares of X 1 each and for the equity shares of X 37 each respectively and also approved the sub-division of 3,530 equity shares of X 37 each into 1,30,610 equity shares of X 1 each. The conversion ratio of the Compulsory Convertible Preference Shares into Equity Shares and the employee stock options along with its price per option was adjusted accordingly.
NOTE 42
As of balance sheet date, the Company has an aggregate sum of X 0.09 crores equivalent to USD 8,916.42 and EURO 450.00 (March 31, 2025: X 0.17 crores equivalent to USD 17,920.07 and EURO 1,700) payable to overseas Companies towards import of goods and services which are outstanding beyond the prescribed time limit for payment as per the extant Foreign Exchange Management Act (FEMA) regulations.
NOTE 43 - INITIAL PUBLIC OFFER PROCEEDS UTILISATION
During the year ended March 31, 2026, the Company has completed Initial Public Offer (“IPO”) of 92,867,945 equity shares of face value of X 1 each at an issue price of X 321 per share, comprising of fresh issue of 8,18,16,199 shares, out of which 8,17,16,199 equity shares were issued at an offer price of X 321 per equity share to all the allottees and 1,00,000 equity shares were issued at an offer price of X 291 per equity share, after a discount of X 30 per equity share to employees aggregating to X 2,626.00 crores and offer for sale of 1,10,51,746 equity shares by the selling shareholders aggregating to X 354.80 crores. Pursuant to the IPO, the equity shares of the Company are listed on the National Stock Exchange (“NSE”) and Bombay Stock Exchange (“BSE”) on May 06, 2025.
Out of the above unutilised IPO proceeds as at March 31, 2026, X 1,615.00 crores is temporarily invested in fixed deposits with scheduled commercial banks, X 2.06 crores is lying in public offer account and X 0.01 crores is lying in monitoring account.
NOTE 44
Pursuant to China’s imposition of an export ban on certain categories of heavy rare earth magnets, there has been a disruption in the global supply chain and the Company’s operation was impacted to some extent. The Company, through its motor suppliers, had to make temporary adjustments and deviations from Phased Manufacturing Program (“PMP”) guidelines in the manufacturing process for traction motors (specifically concerning the domestic fitment of magnets). While this being a temporary change affecting the Company’s ability to submit demand incentive claims under the PM E-DRIVE scheme, the Company has decided to defer submission of claims for demand incentives and revenue recognition to the extent of X 24.52 crores on these specific vehicles sold during the year ended March 31, 2026.
NOTE 45
During the year ended March 31, 2026, the Board of Directors of the Company approved for the incorporation of two Wholly Owned Subsidiary (“”WOS””) companies, a) A Corporate Agent WOS to offer and facilitate insurance policies which will enable the Company to streamline its insurance offerings, enhance customer experience and generate a recurring revenue stream by leveraging its existing user base. b) A Hong Kong based WOS to support the Company’s critical procurement functions and enhance supply chain resilience within the Asia-Pacific (APAC) region.
NOTE46
According to the management’s evaluation of events subsequent to the balance sheet date, there were no significant adjusting events that occurred other than those disclosed/given effect to, in these financial statements as of March 31, 2026.
NOTE 47
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
NOTE 48 : OTHER STATUTORY DISCLOSURES
A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall;
i. 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
ii. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries”
B. The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall;
i. 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
ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
As at March 31, 2026, there are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
NOTE50
The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2026 and March 31, 2025.
NOTE 51
The Company has not entered into any scheme of arrangement which has an accounting impact during the year ended March 31, 2026 and March 31, 2025.
NOTE 52
There is no income surrendered or disclosed as income during the year ended March 31, 2026 and March 31, 2025 in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
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