Key Quantitative Figures - Standalone (FY 2025-26)

  • Revenue from Operations: ₹81,455.32 million (FY25: ₹73,685.82 million)
  • Total Income: ₹81,578.90 million
  • Total Expenditure: ₹76,828.82 million
  • Profit Before Tax: ₹3,878.71 million
  • Tax Expense: ₹996.78 million
  • Profit for the Year (Net Profit): ₹2,881.93 million (FY25: ₹2,758.50 million)
  • Earnings Per Share (EPS): ₹18.86 (Basic & Diluted) (FY25: ₹18.05)
  • Total Assets: ₹45,986.33 million
  • Total Liabilities: ₹25,334.92 million
  • Net Worth: ₹20,651.41 million
  • Paid-up Equity Capital: ₹152.79 million (Face value Re. 1/- each)

Key Quantitative Figures - Consolidated (FY 2025-26)

  • Revenue from Operations: ₹88,904.93 million
  • Total Income: ₹89,080.39 million
  • Total Expenditure: ₹85,266.20 million
  • Profit Before Tax: ₹3,414.56 million
  • Tax Expense: ₹1,116.23 million
  • Profit for the Year (Net Profit): ₹2,298.33 million
  • Earnings Per Share (EPS): ₹14.73 (Basic & Diluted) attributable to owners
  • Total Assets: ₹48,746.92 million
  • Total Liabilities: ₹30,565.07 million
  • Net Worth: ₹18,181.85 million

Dates of Action

  • Board Meeting: May 27, 2026 (commenced 1:25 p.m., concluded 3:35 p.m.)
  • Record Date for Dividend: August 7, 2026 (fixed)
  • 38th Annual General Meeting (AGM): August 20, 2026 (scheduled)
  • AGM Cut-off date for Voting Rights: August 13, 2026 (fixed)

Parties Involved

  • Statutory Auditors: SR BC & CO LLP, Chartered Accountants
  • Cost Auditors: M/s. S. R. Bhargave & Co. (Re-appointed for FY27)
  • Counterparties in Legal Disputes: Beste Motor Co. Ltd., TYC Brother Industrial Co. Ltd. (TYC Parties); OPmobility Lighting Holding, France
  • Regulators: SEBI, NSE, BSE, GST Authorities
  • Subsidiaries & JVs: Listed in consolidated auditor's report (e.g., Durovalves India Pvt Ltd, Varroc European Holding B.V., Nuova CTS Sri, etc.)

Board Approvals and Stated Rationale

1. Approval of Financial Results: Audited Standalone and Consolidated results for Q4 and FY ended March 31, 2026.

2. Final Dividend: Recommended a dividend of ₹1.50 per equity share (150%) for FY 2025-26. The dividend is subject to approval by shareholders at the ensuing 38th AGM. If approved, it will be paid within 30 days from the AGM date.

3. Re-appointment of Cost Auditor: Re-appointed M/s. S. R. Bhargave & Co. as Cost Auditor for FY 2026-27, subject to shareholder ratification of remuneration.

4. Fund Raising - NCDs: Approved seeking enabling approval from shareholders via a Special Resolution at the 38th AGM to issue Secured/Unsecured Redeemable Non-Convertible Debentures (NCDs) up to ₹500 Crores in one or more tranches on a private placement basis in FY27. The terms (coupon, tenure, listing) are to be finalized later.

5. Increase in Borrowing Limits: Approved seeking shareholder approval to increase borrowing limits under Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013, to ₹3,000 Crores each.

Financial & Operational Impact (as disclosed)

  • Dividend: Potential cash outflow post-shareholder approval, subject to TDS.
  • NCD Issuance: If approved and executed, will result in cash inflow and increase in debt.
  • Borrowing Limit Increase: Enables the company to raise further debt up to the new limit.
  • Legal Matters: Contingent liabilities exist from arbitration and GST disputes; financial impact is unquantified at this stage (see Audit Qualifications).

Capital Structure Impact

  • Dividend: No impact on share capital. Reduces reserves if approved and paid.
  • NCDs: No equity dilution as the instruments are non-convertible. Will increase debt on the balance sheet if issued.

Audit Report Highlights (Qualified Opinion)

The statutory auditors, SR BC & CO LLP, issued a qualified opinion on both standalone and consolidated results.

  • Basis for Qualification: Dispute regarding revenue recognition of ₹209.89 million (Standalone) / ₹209.89 million (FY26) + ₹231.82 million (FY25) (Consolidated) related to a Transition Management Agreement (TMA) with TYC Parties. The company received a settlement offer and later a 'Statement of Claim' under arbitration. The company has filed a defense (March 2026). Pending arbitration outcome, auditors are unable to comment on this income and its consequential impact on PBT, PAT, EPS, and retained earnings.
  • Emphasis of Matter:
  • Arbitration initiated by OPmobility alleging breaches of a Securities Purchase Agreement. Management, based on legal opinion, believes no provision is necessary.
  • GST Orders received demanding dues, interest, and penalty. The company has filed appeals. Pending conclusion, no adjustments made.
  • Statement on Impact of Audit Qualifications: Management is unable to estimate the financial impact of the TYC arbitration qualification, citing strong belief in its case and pending proceedings. Auditors noted the management's view in their comments.

Other Material Notes to Financial Results

  • Exceptional Items (Standalone: ₹871.37 mn; Consolidated: ₹436.87 mn): Include impact of new Labour Codes on employee benefits (₹217.93 mn), Voluntary Separation Scheme cost (₹663.44 mn), merger-related expenses of Varroc Polymers Ltd (VPL) (write-back of ₹10 mn in FY26), and provision for expected credit loss from customer KTM AG's insolvency (₹12.10 mn in FY25).
  • NCD Repayment: The company repaid listed NCDs of ₹2,500 million in full on March 7, 2026, by exercising a call option.
  • Segment Reporting: Primary segment is 'Automotive'. 'Others' segment includes forging and mining components.

Forward-Looking Guidance

No explicit forward-looking guidance or management commentary was provided in this specific disclosure.