| Textual Information(1) |
Notes. 1) (a) The above unaudited consolidated financial results for the quarter and nine months ended December 31, 2025 (hereinafter referred to as Consolidated Financial Results) attached herewith have been prepared in accordance with the Indian Accounting Standards (Ind AS) - 34 Interim Financial Reporting as prescribed under section 133 of Companies Act, 2013 and compiled keeping in view the provisions of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). These consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on February 06, 2026 and have been subjected to Limited Review by the Statutory Auditors of the group. (b) The consolidated financial results for the quarter and nine months ended December 31, 2025 include the figures of the Electrosteel Castings Limited ('the parent') together with its subsidiaries namely Electrosteel Trading S.A.U Spain, Electrosteel Castings Gulf FZE, Electrosteel Doha for Trading LLC, Electrosteel Brasil Ltd. Tubes e Conexoes Duties, Electrosteel Bahrain Holding Company W.L.L, Electrosteel Bahrain Trading WLL (subsidiary of Electrosteel Bahrain Holding Company W.L.L), Electrosteel Europe S.A, Electrosteel Castings (UK) Limited, Electrosteel USA, LLC, WaterFab LLC (wholly owned subsidiary of Electrosteel USA, LLC), Electrosteel Algeria SPA., Singardo International Pte. Limited, T.I.S. Service S.p.A (TIS) and it's wholly owned subsidiaries (w.e.f. July 29, 2025) i.e. T.I.S. Polska S.P. Z.O.O, Poland, T.I.S. Turkey Water Technologies San.Ve Tic. A. Turkey, T.I.S. Engineering D.O.O., Croatia and T.I.S. Nuoval S.r.l. (w.e.f. November 04, 2025). 2) The group operates mainly in one business segment viz. Pipes and fittings and all other activities revolve around the main business. 3) In pursuance of the Order dated September 24, 2014 passed by the Hon’ble Supreme Court of India ('the Order'), followed by the Ordinance promulgated by the Government of India, Ministry of Law & Justice ('legislative department') dated October 21, 2014 ('Ordinance') for implementing the Order, allotment of Parbatpur coal block ('coal block'/'mine') to the Parent, which was under advanced stage of implementation, had been cancelled w.e.f. April 01, 2015. In terms of the Ordinance, the Parent was allowed to continue the operations in the said coal block till March 31, 2015. Accordingly, the said coal block had been handed over to Bharat Coking Coal Limited ('BCCL') as per the direction from Ministry of Coal ('Ministry'), with effect from April 01, 2015 and the same was thereafter allotted to Steel Authority of India Limited ('SAIL') and an initial compensation of Rs. 8432.32 lakhs was awarded, of which Rs. 8312.14 lakhs was received by the Parent. SAIL subsequently surrendered the coal block and handed over the said coal block back to the custody of BCCL. The Ordinance has been promulgated into Coal Mines (Special Provisions) Act, 2015 ('CMSP Act'). Following a petition filed by the Parent, challenging the method and amount of compensation being determined, the Hon’ble High Court of Delhi pronounced its judgement on March 09, 2017 laying down the principles of determination of revised compensation. Accordingly, based on the said judgement, the Parent claimed Rs.154944.48 lakhs towards compensation against the said coal block, acceptance whereof is awaited. The then Nominated Authority, for deciding the amount of compensation, had passed an order, after the above judgement, revising the compensation by a small amount. However, upon an appeal being made by the Parent, the said order was set aside by the Hon'ble High Court, with a direction to the Nominated Authority to reconsider the same. The Nominated Authority thereafter passed an order dated November 11, 2019 awarding an additional compensation of Rs. 180.00 lakhs, with a further direction to determine the value of certain assets forming part of the mine infrastructure, liable for compensation in terms of the CMSP Act to the Parent. Subsequently, the Nominated Authority, appointed a valuer to determine the value of those specified assets and thereafter an another valuer was also appointed for cross verification of certain back-up documents, details and indirect costs related thereto, so that to arrive at the correct valuation for compensation against those assets. Moreover, the Parent had also earlier approached the Nominated Authority/Ministry to reconsider the compensation, determined by the previous officer holding charge of office of Nominated Authority, for land and some other major assets and the final compensation thereof is yet to be decided. In the meantime, JSW Steel Limited ('JSW') had been declared as successful bidder for Parbatpur Coal Block in 16th Tranche of Auction Under Coal Mines (Special Provisions) Act, 2015” and vesting order dated June 08, 2023 was issued by the Ministry in their favour. JSW, as being claimed by them, took over the physical possession of said coal block and requested the Parent to initiate negotiations for utilization of movable property/ assets used in coal mining. Pursuant to this, the Parent has submitted that the matter is sub-judice and pending decision thereof, it is premature to initiate such negotiations at this stage. On July 15, 2025, the Nominated Authority (‘NA’) has passed a Provisional Compensation Order of even date ('Provisional Order') declaring additional compensation of Rs. 47610.62 lakhs against shaft and incline and certain other mine infrastructure and Rs. 2260.31 lakhs against land aggregating to Rs. 49870.93 lakhs in favour of the Parent. Comments/ objections sought by the Nominated Authority from the Parent, SAIL and JSW in respect of the Provisional Order have been submitted for their consideration. Subsequently, after considering the comments/objections so received, NA passed a compensation order dated November 19, 2025 (‘Compensation Order’) and determined that Rs. 25304.42 lakhs is payable as compensation towards ‘hard cost’ of shafts and inclines and certain other mine infrastructure. JSW has been directed to deposit the amount of Rs. 19675.74 lakhs being the aggregate amount of the compensation so far decided to be paid net of amount deposited. Further, the compensation towards soft costs of shaft and incline and land is pending determination as on this date by NA. It has also been directed that the Parent and JSW are to mutually decide with respect to differential cost for preparation of updated Geological Report. At present, JSW has since submitted a bank guarantee of the amount, directed to be deposited as above, to the NA. The CMSP Act also provides for negotiation for cost of movable and other assets not declared as mine infrastructure between the Parent and JSW. The Compensation Order has been challenged by JSW before various judicial forums. The matter is currently pending before Coal Tribunal under the CMSP Act at Ranchi, final outcome whereof is awaited as on this date. Moreover, the Parent’s petition before Hon’ble High Court of Delhi, filed in earlier year, for determination of the amount of the compensation for the coal block, pertaining to mine infrastructure and land etc., so as to arrive at the total amount of compensation against entire coal block in terms of the CMSP Act read with judgement dated March 09, 2017 pronounced by the Hon’ble High Court at Delhi, is also being actively pursued and the same is pending adjudication as on this date. Pending finalisation of the matter as above, no adjustment for the amount of the compensation has been given effect to and various balances pertaining to said mines, as appearing in the books of account, have been dealt with as follows: (i) Rs.128884.11 lakhs incurred pertaining to the coal block till March 31, 2015 after setting off income, stocks etc. there against as per the accounting policy then followed by the Parent has been continued to be shown as freehold land, capital work in progress, other fixed assets and other respective heads of account; (ii) Interest and other finance cost for the year ended March 31, 2016 against the fund borrowed and other expenses directly attributable in this respect amounting to Rs. 9514.74 lakhs have been considered as other recoverable under current assets; and (iii) Compensation of Rs. 8312.34 lakhs have so far been received. Further net realisations/claims against sale of assets, advances, etc. in this respect aggregates to Rs. 2090.04 lakhs. Bank guarantee amounting to Rs. 920.00 lakhs has been given against the compensation received. Necessary disclosures and adjustments arising with respect to above, pending determination of the claim will be given effect to on the finalisation and acceptance of the amount thereof. 4) (a) The Parent holds 19796000 equity shares of Rs. 10/- each in ESL Steel Limited ('ESL') out of which 17334999 equity shares of Rs. 10/- each amounting to Rs. 4059.85 lakhs were pledged with the consortium of lenders of ESL ('lenders'). The notices issued by the lenders for invocation of pledge of company’s investment was set aside by the Hon'ble High Court at Kolkata in the earlier year and the parent’s plea for release of such pledge is pending before the said Hon'ble High Court. (b) Further in the earlier years, certain land amounting to Rs. 29493.58 lakhs of the parent, situated at Elavur, Tamil Nadu, were mortgaged to another lender SREI Infrastructure Finance Limited ('SREI') of ESL and SREI had subsequently assigned it’s right in the said property to an Asset Reconstruction Company ('ARC') although the claims of the said lender were fully discharged by ESL as per the Resolution Plan approved by Hon'ble National Company Law Tribunal ('NCLT'), Kolkata. Subsequently, the ARC had issued SARAFESI Notice and taken the symbolic possession of the said land. The Parent had disputed the alleged assignment of the loan by the lender and as directed by the Hon’ble Supreme Court had filed an application before the Debt Recovery Tribunal ('DRT'), Chennai for setting aside the SARAFESI actions and release of the title deeds of the land which vide order dated April 08, 2022 (uploaded on April 27, 2022) had been dismissed by DRT. On filing the appeal before the Debt Recovery Appellate Tribunal ('DRAT') against the order of DRT, DRAT has directed the Parent to deposit 50% of the SARAFESI demand i.e. Rs. 29355.04 lakhs against which revision application under Article 227 of the Indian Constitution and a Writ Application under Article 226 of Indian Constitution has been filed before Hon'ble Madras High Court and the matter is pending before the said court. Earlier, the ARC had also filed an application before Hon’ble NCLT, Cuttack for initiation of Corporate Insolvency and Resolution Process (‘CIRP’) against the Parent which had been decided in the favour of the Parent vide NCLT order dated June 24, 2022 (‘the Order’). The said order on being challenged by ARC has been upheld by Hon’ble National Company Law Appellate Tribunal (‘NCLAT’) vide its order dated January 24, 2024. The Judgement of NCLAT was challenged before Hon’ble Supreme Court of India. Hon’ble Supreme Court vide its Judgement dated January 6, 2026 confirmed that the Parent is not a guarantor for financial facilities availed by ESL. Hence, no CIRP Proceedings can be initiated against the Parent. However, Hon’ble Supreme Court has also held that the approval and / or implementation of the Resolution Plan of Vedanta Limited for ESL does not result in extinguishment of the entire debt so as to bar any claim against the Third-Party Security Providers. The Parent is contemplating legal option of filing a Review Application before Hon’ble Supreme Court of India. (c) Pending finalization of the matter, these assets have been carried forward at their respective book value. 5)During the period, the State Government of West Bengal (‘State Government’) has notified the enactment of the Revocation of West Bengal Incentive Schemes and Obligations in the nature of Grants and Incentive Act, 2025 (‘the Revocation Act’) rescinding, revoking and discontinuing all West Bengal Incentive Schemes including West Bengal Incentive Scheme, 2000 (‘WBIS 2000’) (‘the Scheme’) retrospectively from the date of implementation of the respective scheme. The parent is entitled to receive incentive in the form of Industrial Promotion Assistance under WBIS 2000 for the period starting from April 01, 2004 till March 31, 2019 in respect of parent’s manufacturing units at Khardah and Haldia and the same as required in terms of WBIS 2000 have been granted to the parent. Accordingly, the benefits under the said scheme has accrued and vested to the parent before the enactment of the Revocation Act and Rs. 4680.58 lakhs out of the amount accrued in this respect till June 30, 2017 (pending determination of the amount pertaining to GST Regime for the remaining period till March 31, 2019) is outstanding as on December 31, 2025. The Hon’ble High Court of Calcutta on a petition filed by the parent for the claim upto March 31, 2015 vide it’s order dated April 08, 2024 has directed the State Government to pay the amount remaining unpaid under the Scheme and pending receipt of the claim despite the direction of the Hon’ble High Court, the parent has filed contempt petition before the said court on August 23, 2024. An another petition claiming the incentive for the remaining period upto June 30, 2017 has also been filed before the said court. During the period, the parent based on the legal advice has filed a writ petition before the Hon’ble Calcutta High Court challenging the constitutional validity and retrospective applicability of the Revocation Act. The decisions with respect to these petitions are pending adjudication as on this date. Accordingly, the amount of claim accrued in earlier years and outstanding as above being considered good and recoverable has been so carried forward as on December 31, 2025. 6) During the quarter ended September 30, 2025, the parent under The West Bengal Sales Tax (Settlement of Dispute) Act, 1999 as amended by the West Bengal Sales Tax (Settlement of Dispute) (Amendment) Act, 2025 (‘SOD’), has availed the settlement in terms of the SOD in respect of demands of Rs. 2762.77 lakhs for Entry Tax (excluding interest and late fee) against the parent pertaining to the period from April 01, 2012 to June 30, 2017 and Rs. 2072.38 lakhs has been paid in full and final settlement of these demands. Consequent to this, Rs. 6362.00 lakhs being the resultant additional amount of provision made in earlier years has been written back and included under Other Income for the Quarter ended September 30, 2025 and nine months ended December 31, 2025. 7) The Government of India vide notification dated November 21, 2025 has notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as ‘the Labour Code’) consolidating and replacing the then existing multiple labour legislations in the country. In accordance with the requirements of Ind AS 19, ‘Employee Benefits’, changes to employee benefit resulting from legislative amendments constitute a plan amendment, necessitating the immediate recognition of any variation in the costs upon such notification. Consequently, the potential impact on the employee benefit and expenses of the parent on account of past service costs amounting to Rs. 3838.26 lakhs as evaluated and determined by an independent actuary or otherwise as estimated has been recognised and disclosed as exceptional items in these consolidated financial results. Further, implications of Labour Code on employees’ and other costs are currently under evaluation and also the underlying rules thereof are yet to be notified. The developments and further clarifications in this respect will continue to be monitored and consequential further adjustments, the amount of which as per the management’s estimate is not expected to be material will be given effect to on determination in subsequent period. 8) The Parent pursuant to Share Purchase Agreement (‘SPA’) entered into with TIS Group S.P.A. has acquired 3000000 equity shares of EURO 1 each of T.I.S. Services S.P.A (TIS) representing 100% shareholding of TIS at an aggregate consideration of EURO 11500000 equivalent to Rs. 11470.16 lakhs. The entire consideration has been remitted on July 29, 2025 and therefore TIS has become a wholly owned subsidiary of the Group. For the purpose of consolidation as required in terms of the Ind AS 103 'Business Combination', the parent has carried out fair valuation of the assets and liabilities taken as per the financial statements of TIS as on July 29, 2025 ('the acquisition date') as reviewed by the statutory auditors of TIS. The said valuation has been carried out by an Independent Valuer ('valuation report') appointed in this respect and the values of the assets and liabilities so arrived at have been taken into consideration for giving effect to the said acquisition as on the said date. Further, as required in terms of Ind AS 110 ‘Consolidated Financial Statements’ for arriving at the assets and liabilities of TIS as on September 30, 2025 and results of the operations for the period subsequent to the acquisition date ended on December 31, 2025 the effect of the valuation report has been considered, for the purpose of consolidated financial results of the Group. Further, TIS has acquired a subsidiary T.I.S. Nuoval S.r.l. with effect from November 04, 2025 and thereby it has become the step down subsidiary of the Parent. Accordingly, figures for the quarters are not comparable with the figures of the previous periods. 9) Previous periods' figures have been regrouped/rearranged wherever necessary. |