4.1 Testing for impairment of goodwill:
The Company tests goodwill for impairment annually or more frequently based on impairment indicator, if any. Impairment is determined by assessing the recoverable amount of cash generating unit (“CGU”) (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. The recoverable amount is determined based on higher of value-in-use and fair value less cost of sale of CGU. Value-in-use is calculated using a discounted cash flow approach.
Based on the assessment performed, the estimated recoverable value of the IFM CGU exceeded its carrying amount and hence impairment is not triggered. The carrying amount of the CGU was computed by allocating the net assets to CGUs for the purpose of impairment testing.
The discount rate used in the discounted cash flow approach is the risk adjusted weighted average cost of capital applicable to respective CGUs. The cash flow projections used for assessing the ‘value in use’ are based on the most recent long-term forecast approved by the Management. The long-term forecast includes Management’s latest estimate on Revenues and Operating cash flows. The period of projections is for five years and based on financial budgets/ forecasts which considers historical experience adjusted for uncertainties applicable for respective CGUs. The cash flows beyond the forecast period are extrapolated using appropriate long term terminal growth rates. The long term terminal growth rates used do not exceed the long-term average growth rates of the respective industry and country in which the CGU operates and are consistent with internal/external sources of information.
Sensitivity to changes in assumptions:
The management has performed sensitivity analysis around the base assumptions for the CGU where the carrying value of intangibles and goodwill are not impaired and concluded that no reasonably possible changes in key assumptions would result in the recoverable amount of the CGU to be lesser than the carrying value.
4.2 The goodwill on acquisition through business combination amounting to ' 20.50 million relates to the acquisition of business undertaking of Archer Integrated Services Private Limited ("Archer") and Astrin Traders and Supplies Private Limited ("Astrin"). The fair value of net assets acquired on the acquisition date amounted to ' 84.94 million. The difference between purchase consideration of ' 105.44 million and the fair value of net assets acquired has been recognised as goodwill (Refer note 42).
As part of the purchase price allocation the Company also recognised ' 58.00 million as the value of Customer relationships. The value has been arrived by assessing the fair value of Customer relationships as on the date of acquisition using Multi period excess earning method (“MEEM”) which is a variant of income approach.
During the previous period ended 31 March 2025, pursuant to the approval of the Scheme of Arrangement by the NCLT, the Company increased its authorized share capital from ' 1.00 million to ' 1,750.00 million (refer note 41).
** The record date for determining the eligibility of the shareholders of Quess Corp Limited for the allotment of equity shares of Bluspring Enterprises Limited, in the ratio of one fully paid-up new equity share of ' 10 each of the Company for every one equity share of ' 10 each held in Quess Corp Limited (pursuant to the Scheme of Arrangement), was fixed on 15 April 2025. During the previous period ended 31 March 2025, the Company recorded ' 1,489.49 million (148,949,413 equity shares of par value '10 each) as “Pending allotment of shares pursuant to the Scheme" and disclosed it under Equity share capital. This amount (net of existing Equity share capital) has been adjusted against the Capita! reserve in accordance with the Scheme of Arrangement (Refer to note 41). In the current year subsequent to allotment of the aforesaid equity shares by the Board of Directors of the Company on 21 April 2025, equity shares of' 1,00,000 (10,000 equity shares of ' 10 each) was cancelled on 21 April 2025 (refer note 41).
16.2 Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of the equity shares will be entitled to receive the residual assets of the Company, after distribution of all preferential amounts (if any) in proportion to the number of equity shares held.
/4s at 31 March 2025, Quess Corp Limited held 100% share holding (along with nominee share holders) in the Company. Pursuant to the approval of the Scheme of Arrangement, the Company was to allot equity shares to the eligible shareholders of Quess Corp Limited in the ratio of one fully paid-up new equity share of '10 each in the Company for every one equity share of '10 each held in Quess Corp Limited. Pursuant to the Scheme of Arrangement, during the current year ended 31 March 2026, the Company allotted 5,08,53,455, equity shares to Fairbridge Capital (Mauritius) Limited, 1,78,96,832 equity shares to Ajit Isaac, 1,53,65,824 equity shares to Isaac Enterprises LLP, 60,98,401 equity shares to Ashish Dhawan and 48,04,600 equity shares to TATA Mutual Fund - TATA Small Cap Fund (Refer note 41).
16.4 The Company has not issued any bonus share, made any buy back of shares or issued any shares for consideration other than cash, from the date of incorporation (11 February 2024) till the period immediately preceeding the reporting date. However the Company has issued equity shares under Employee Stock option plan for which only exercise price has been received in cash as below (refer note 40).
As at 31 March 2025, Quess Corp Limited held 100% share holding (along with nominee share holders) in the Company. Pursuant to the approval of the Scheme of Arrangement, the Company was to allot equity shares to the eligible shareholders of Quess Corp Limited in the ratio of one fully paid-up new equity share of '10 each in the Company for every one equity share of '10 each held in Quess Corp Limited. Pursuant to the Scheme of Arrangement, during the current year ended 31 March 2026, the Company allotted 5,08,53,455 equity shares to Fairbridge Capital (Mauritius) Limited, 1,78,96,832 equity shares to Ajit Isaac, 1,53,65,824 equity shares Isaac Enterprises LLP and 7,48,100 equity shares to HWIC Asia Fund Class A Shares (Refer note 41).
19.1 The Company has taken working capital facilities from banks and financial institution having aggregate fund-based limit of '4,100 million (drawable as OD and/or WCDL within the overall limit) with interest rate ranging from 6.86% p.a. to 9.75% p.a. (31 March 2025: 5.74% p.a to 10.60% p.a.) during the year. These facilities are repayable on demand and are secured primarily by way of pari passu first charge on the entire current assets of the Company on both present and future and collateral by way of pari passu first charge on fixed assets of the Company.
22.1 The demand pertains to non contribution of Provident fund, Pension fund, Deposit Linked Insurance Fund and administration charges in accordance with the definition of basic wages as contained in Section 2(b) of Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The Company, based on an expert’s opinion, is of the view that a part of the claim of the department is without foundation, while some part is still under debate and accordingly, provision is recorded based on the management estimate. The Company has appealed against the ruling which is pending in Employees’ Provident Fund Appellate Tribunal, New Delhi.
22.2 The demands pertains to Aravon Services Private Limited ("Aravon") which was merged with Quess Corp Limited w.e.f 1 April 2019. The amounts provided represents the best estimate of likely outflow of resources relating to this matter.
22.3 The demands pertain to Avon Facility Management Services Limited ("Avon") which was merged with Quess Corp Limited w.e.f 1 January 2014. The demand pertains to non-payment of services tax on training services provided under Government of India initiative, the Company has not created any provision considering that Avon is a registered vocational training provider associated with the National Council for Vocational Training and service tax is not applicable on rendering of vocational education and training course.
22.4 The demands pertains to Hofincons Infotech & Industrial Services Private Limited which was merged with Quess Corp Limited w.e.f 1 July 2014. The Company, based on assessment of the demand, is of the view that the claim made by the department is not probable.
(i) Disaggregation of revenue
The above break up presents disaggregated revenues from contracts with customers for various services. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.
(ii) Trade receivables and advance from customers
The Company classifies the right to consideration in exchange for deliverables as either a trade receivable billed or unbilled. Invoicing in excess of earnings are classified as unearned revenue.
Trade receivables are presented net of impairment in the Balance Sheet.
30.2 Contribution towards Corporate Social Responsibility ("CSR")
As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on CSR activities. The areas for CSR activities include eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds required to be spent during the year are explained below:
31.1 On 21 November 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Workings Conditions Code, 2020, (""Labour code"") which consolidates twenty nine existing labour laws into a unified framework governing employee benefits during the employment and post-employment. Based on the guidance issued by the Institute of Chartered Accountants of India, together with the draft Central Rules and FAQs released by the Ministry of Labour & Employment, the Company has assessed the financial implications of the changes on employee benefit liabilities. Accordingly, for the year ended 31 March 2026, the net expense recognised in 'Exceptional items' aggregates to ' 230.59 million.
31.2 During the previous period ended 31 March 2025, the Company reassessed its value in use of all the Cash Generating Units (CGUs). As the value in use of Security Services CGU was lower than the carrying value, the Company recognized an impairment of investment in Terrier Security Services (India) Private Limited amounting to '850.00 million. During the current year, the Company redeemed 2,000 (31 March 2025: 2,300) Compulsorily Convertible Debentures (“CCDs”) amounting to ' 20.00 million (31 March 2025: ' 23.03 million) and reversed impairment booked earlier amounting to ' 20.00 million (31 March 2025: ' 23.03 million).
31.3 During the previous period ended 31 March 2025, balance consideration receivable of ' 46.00 million on sale of one of the subsidiaries during earlier period has been written off.
31.4 During the year ended 31 March 2026, the Company incurred certain demerger expenses for professional services and certain employee benefits expense aggregating to '12.71 million. (31 March 2025: 71.24 million).
31.5 During the year ended 31 March 2026, the Company incurred certain professional fees with respect to proposed acquisition of STEAG Energy Services (India) Private Limited ("SESI") and LSG Sky Chefs (India) Private Limited ("LSG India") by its wholly owned subsidiaries aggregating to ' 67.79 million (31 March 2025: Nil). Refer note 50 and note 51 for further details.
Investment in subsidiaries carried at cost is not appearing as financial asset in the table above being investment in subsidiaries accounted under Ind AS 27, Separate Financial Statements and is hence scoped out under Ind AS 109.
*mandatorily classified as FVTPL on initial recognition.
**mandatorily classified as FVTOCI on initial recognition.
During the year ended 31 March 2026 and 31 March 2025, there was no change in the fair value of financial assets classified under level '3'.
Fair value hierarchy
The section explains the judgment and estimates made in determining the fair values 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 standalone financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard:
Fair value hierarchy
Level 1: This hierarchy includes financial instruments measured using quoted price in an active market for an identical asset or liability.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Fair valuation method
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values.
A Financial assets:
1) Loans, trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents and investment in compulsorily convertible preference shares and other financial assets are short term and their carrying amounts are reasonable approximation of their fair value.
B Financial liabilities:
1) Borrowings: The current borrowings which includes cash credit and overdraft facilities and working capital loan, are classified and subsequently measured in the financial statements at amortised cost. Considering that the interest rate on the loan is reset on a monthly/quarterly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.
.2) Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair values are assumed to be almost equal to the carrying values.
33 FINANCIAL RISK MANAGEMENT
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk
The Company was incorporated on 11 February 2024 and core business of the Company acquired from Quess Corp Limited was operating as division of Quess Corp Limited till 31 March 2025. This Financial risk management is extracted from Quess Corp Limited to the extent it is applicable till 31 March 2025. Subsequent to the period end, Board of Directors of the Company approved its own Risk Management policy.
Risk management framework
The Board of Directors of the Company has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables (both billed and unbilled) from customers, loans and other financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represent the maximum credit exposure.
Credit risk on cash and cash equivalents and other bank balances and bank deposits is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Other financial assets represent security deposits given to suppliers, lessors and others. Credit risk associated with such deposits is relatively low. Loans are given to subsidiaries and are tested for impairment where there is an indicator.
Trade receivables (including unbilled)
Trade receivables (including unbilled) are typically unsecured and are derived from revenue from customers primarily located in India. The Company has established a credit policy under which each customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered.
Expected credit loss assessment for customers are as follows:
The Company uses an allowance matrix to measure the expected credit loss ("ECL") of trade receivable (billed and unbilled). There are certain customer contracts which are not novated from Quess Corp Limited ("Quess") to the Company as at 31 March 2026 and Quess has billed those customers during the period ended 31 March 2026. The Company follows the same allowance matrix to compute ECL on those trade receivables outstanding from the billing done by Quess. The Company's customers are bifurcated into two groups - Government and Non-Government customers. For Non-Government customers, the Company derives the loss rates based on historical credit loss experience, which is adjusted for forward looking information over the expected collection period. Exposure to customers is diversified and there is no single customer contributing more than 10% of trade receivable billed and unbilled. For government customers, given the insignificant credit risk, provision is recorded to reflect allowances for time value based on historical pattern of collections. Further, specific provision is recorded for customer specific disputes.
ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Management monitors rolling forecast of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company's objective is to maintain a balance between cash outflow and inflow. Usually, the excess of funds is invested in fixed deposits and other financial instruments. This is generally carried out in accordance with practice and limits set by the Company. The limits vary to take into account the liquidity of the market in which the Company operates.
Financing arrangement
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2026. The amounts are gross and undiscounted contractual cash flows and includes contractual interest payments and exclude netting arrangements.
The Company has a strong focus on liquidity and maintains a robust cash position to ensure adequate cover for responding to potential short-term market dislocation. Cash generated through operating activities remains the primary source for liquidity along with undrawn borrowing facilities and levels of cash and cash equivalents.
iii) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
a) Currency risk
The Company is not significantly exposed to currency risk as the Company's functional currency in 'and revenues and costs are primarily denominated in ' and therefore disclosures required under ”Ind AS 107 - Financial Instruments: Disclosures” have not been given.
b) Interest rate risk
I nterest 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 borrowing comprises of working capital loan and cash credit facilities which carries variable rate of interest.
The sensitivity analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
34 CAPITAL MANAGEMENT
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company’s objective when managing capital is to maintain an optimal structure so as to maximise shareholder value.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as aggregate of borrowings and lease liabilities less cash and cash equivalents.
For details about the related employee benefits expense, Refer note 27.
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act,1972. it entities an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
A Funding
The Company's gratuity scheme for core and associates employees is administered through a third party manager, the Life Insurance Corporation of India, SBI Life Insurance Company Limited and HDFC Life Insurance Company Limited. The funding requirements are based on the gratuity funds actuarial measurement framework set out in the funding policies of the plan. The funding is based on a separate actuarial valuation for funding purpose for which assumptions are same as set out below. Employees do not contribute to the plan. The Company has determined that, in accordance with the terms and conditions of gratuity plan, and in accordance with statutory requirements (including minimum funding requirements) of the plan, the present value of refund or reduction in future contributions is not lower than the balance of the total fair value of the plan assets less the total present value of obligations.
The Company expects to pay ' 1,100.19 million contributions to its defined benefit plans in FY 2026-27.
40 SHARE-BASED PAYMENTS
A Description of share based payment arrangement
At 31 March 2026 and 31 March 2025, the Company has the following share-based payment arrangements::
"As per the Scheme of Arrangement, the unvested Restricted Stock Units (RSUs) granted to employees who have been transferred to the Company from Quess Corp Limited, will be cancelled on the Effective Date and shares in the Company will be issued subject to fair value adjustment. Subsequent to 31 March 2025, the Company adopted a Special Purpose Stock Ownership Plan 2025 (""Special SOP 2025), based on the principles of the Quess Stock Ownership Plan 2020 (""QSOP 2020"") of Quess Corp Limited (‘Demerged Company’) on terms and conditions no less favorable than those provided under the QSOP 2020, to create, offer, issue and allot upto 18,35,490 restricted stock units to eligible employees. Accordingly, Quess Corp Limited has transferred the ESOP Reserve (Stock options outstanding account) as at 31 March 2025, relating to the unvested RSUs of these employees to the Company. Further, ESOP expenses in respect of these employees pertaining to QSOP 2020 Scheme, has been apportioned on a reasonable basis between the Company, Quess Corp Limited and Bluspring Enterprises Limited."
D Expense recognised in standalone statement of profit and loss
For details about the related employee benefits expense, Refer note 27.
41 COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED (“DEMERGED COMPANY”), DIGITIDE SOLUTIONS LIMITED (“RESULTING COMPANY 1”) AND BLUSPRING ENTERPRISES LIMITED (“RESULTING COMPANY 2”) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS:
During the previous period, the Company received a certified true copy of the Hon’ble National Company Law Tribunal, Bengaluru Bench (“NCLT”) order dated 17 March 2025, approving the Scheme of Arrangement between Quess Corp Limited (“Demerged Company”), Digitide Solutions Limited (“Resulting Company 1”), Bluspring Enterprises Limited (“Resulting Company 2”/ “the Company”), and their respective shareholders and creditors (‘Scheme of Arrangement’), with an Appointed Date of 01 April 2024. The certified true copy of the Order was filed with the Registrar of Companies on 31 March 2025 (the “Effective Date”).
The Company considered the receipt of NCLT approval as an adjusting event and accounted for it in accordance with Appendix C to Ind AS 103 “Business Combinations”.
Pursuant to the approval of the Scheme, the Company recorded the assets (including its related investments in subsidiaries) and liabilities pertaining to Transferred Businesses 2 (as defined in Scheme of Arrangement) at their carrying values appearing in the books of accounts of Quess Corp Limited, retrospectively from the Appointed Date. Consequently, the difference between the face value of new equity shares required to be issued (net of existing share capital) and the net assets of Transferred Businesses 2 has been credited to Capital Reserve.
In accordance with the Scheme, till the Effective Date, Demerged Company carried out the activities of Transferred Businesses 2 in trust for the Company. The Standalone Financial Statements of the Company for the previous period ended 31 March 2025 have been prepared as of and for the period from 11 February 2024 (Date of Incorporation) to 31 March 2025, in accordance with Appendix C to Ind AS 103 “Business Combinations” by using the financial information maintained by the Demerged Company. Common expenses incurred by Demerged Company were apportioned to the Company based on reasonable basis.
42 ACQUISITION OF FOOD CATERING AND FACILITY MANAGEMENT SERVICES BUSINESS OF ARCHER INTEGRATED SERVICES PRIVATE LIMITED ('ARCHER') AND ASTRIN TRADERS AND SUPPLIES PRIVATE LIMITED ('ASTRIN')
During the period ended 31 March 2025, the Board of Directors of the Company considered and approved the Business Transfer Agreement (‘BTA’) for purchase of food catering and facility management services business of Archer and Astrin as a going concern on a slump sale basis from Mr. Kishore Kumar Giridharan for a lump sum cash consideration of '110.00 million. The consideration was payable subject to completion of agreed conditions stated in BTA.
On 4 March 2026, the conditions stated in BTA were satisfied and the transaction was completed at a final consideration of ' 105.44 million. The purchase consideration was revised as per terms of BTA.
The acquisition enables the Company to geographically expand footprint of its food business in the manufacturing sector, particularly in key industrial belts of Tamil Nadu & Andhra Pradesh. It will also empower the Company to offer integrated solutions (facility management, housekeeping, pest control, food services) in Tamil Nadu & Andhara Pradesh.
The acquisition has been accounted for as a business combination in accordance with Ind AS 103, Business Combinations, as the acquired set of activities and assets includes inputs and substantive processes that together significantly contribute to the ability to create outputs.
The Company recognised assets and liabilities of the acquired business at its fair value including intangible assets. Based on the purchase price allocation, the Company identified the customer relationships aggregating ' 58.00 million to be amortised over its estimated useful life.
The fair value of net assets acquired including the identified intangibles as on the acquisition date as a part of the transaction amounted to ' 84.94 million. The excess of purchase consideration over the fair value of net assets acquired has been attributed towards goodwill aggregating to '20.50 million. The goodwill is attributable to operational synergies including revenues from new customers. Results from this acquisition and goodwill are included under Facility management and food service segment in the Consolidated Financials Statements.
The acquisition-related costs of ' 0.10 million, comprising legal and professional fees incurred in connection with the transaction, have been recognised as an expense in the Statement of Profit and Loss for the year ended 31 March 2026, in accordance with Ind AS 103.
44.1 In the current year, there has been an increase in debt majorly due to increase in lease liabilities as the Company entered into long term leases and slight increase in bank borrowings resulting in increase in Debt-equity ratio.
44.2 In the current year, there has been an increase in Profit after tax resulting in increase in Debt service coverage ratio.
44.3 In the current year, there has been an increase in Profit after tax resulting in increase in Return on equity ratio.
44.4 As at the year end, there has also been increase in trade payable balance, resulting into a lower Trade payables turnover ratio in the current year.
44.5 In the current year, there has been increase in profits resulting in increase in Net profit ratio.
44.6 In the current year, there has been improvement in operating profits due to decrease in expenses resulting in increase in earnings before interest and taxes
46 On 21 November 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Workings Conditions Code, 2020, (""Labour code"") which consolidates twenty nine existing labour laws into a unified framework governing employee benefits during the employment and post-employment.
Based on the guidance issued by the Institute of Chartered Accountants of India, together with the draft Central Rules and FAQs released by the Ministry of Labour & Employment, the Company has assessed the financial implications of the changes on employee benefit liabilities. Accordingly, for the year ended 31 March 2026, the net expense recognised in 'Exceptional items' aggregates to ' 230.59 million."
47 (i) 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 persons or entities, including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
(ii) 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:
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."
48 (i) As per the MCA notification dated 5 August 2022, the Central Government has notified the Companies (Accounts) Fourth
Amendment Rules, 2022. As per the amended rules, Companies are required to maintain back-up of the ‘books of account and other relevant books and papers’ (‘books of account’) in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis. The books of account of the Company is maintained in electronic mode on servers physically located in India and are readily accessible in India at all times. The Company is maintaining backup of books of account on a daily basis, except for not keeping backup on a daily basis for one application maintained in electronic mode in a server physically located in India and for another application, backup frequency is not covered in SOC report.
(ii) The Company has used accounting softwares for maintaining its books of account, which has a feature for recording an audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except for the instances mentioned below
• In respect of one accounting software, audit trail feature was not enabled at certain tables and database level to log any direct changes till 27 June 2025, and
• In respect of another accounting software, used for maintaining attendance module, audit trail feature was not enabled throughout the year.
• In respect of another accounting software, for maintaining the books of account in respect of procurement process, audit trail feature was not enabled at the database level to log any direct data changes.
The Company is in the process of getting the above observations addressed.
49 OTHER DISCLOSURE
49.1 The Company has not been declared wilful defaulter by any bank or financial institution or Other lender.
49.2 The Company does not have any charges or satisfaction which is yet to be registered with Registrar of companies beyond the statutory period.
49.3 The Company has not traded or invested in Crypto currency or Virtual Currency during the period.
49.4 No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
50 PROPOSED ACQUISITIONS:
(a) STEAG Energy Services (India) Private Limited ("SESI''):
On 19 March 2026, Bluspring New Horizon One Private Limited (a wholly owned subsidiary of Bluspring Enterprises Limited) entered into a definitive agreement to acquire 100% share capital of SESI, a leading provider of operations and maintenance, digital solutions and end-to-end engineering & management advisory services to conventional and renewable power/energy industry across India, Botswana, Middle East and other overseas markets through itself and its subsidiaries. The total consideration payable for the acquisition is ' 1,800.00 million. The acquisition shall be completed subject to regulatory approvals and fulfilment of mutually agreed conditions of the definitive agreement.
(b) LSG Sky Chefs (India) Private Limited ("LSG India"): Refer note 51, "Events after the reporting period" for details
51 EVENTS AFTER THE REPORTING PERIOD:
On 13 April 2026, Bluspring New Horizon Two Private Limited (a wholly owned subsidiary of Bluspring Enterprises Limited) entered into a definitive agreement to acquire 100% stake in LSG India, a leading provider of in-flight catering and allied aviation services for domestic and international airlines. The total consideration is based on an enterprise value of ' 1,290.00 million, subject to customary adjustments as set out in the definitive agreements. The acquisition shall be completed subject to regulatory approvals and fulfilment of mutually agreed conditions of the definitive agreement.
52 Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. 1 April 2025. The Company does not have any exposure towards Foreign Exchange Rates as the Company has not entered into any foreign currency Transactions during current financial year.
In August 2025, MCA notified the following amendments to:
(i) Ind AS 1, Presentation of Financial Statements, applicable w.e.f. 1 April 2025 - The amendment relates to classification of liabilities as current or noncurrent and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
(ii) I nd AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. 1 April 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
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