| Textual Information(1) |
Notes to the consolidated financial results : 1 This Statement of consolidated unaudited financial results for the quarter ended June 30, 2026 has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (referred to as Ind AS) 34 - Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India, read with the relevant rules issued thereunder, as amended from time to time and in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 as amended (Listing Regulations 2015 ). The Statement of consolidated unaudited financial results include the results of Dhoot Transmission Limited (the 'Company' or 'Holding Company' or 'Parent') and its subsidiaries (the Holding Company and its subsidiaries, hereinafter referred to as the 'Group'). These results have been reviewed by the Audit Committee and approved by the Board of Directors of the Holding Company at their meetings held on September 04, 2026. 2 On August 17, 2026 the equity shares of the Holding Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Accordingly, these are the first quarterly results after the listing of the shares. The figures for the quarter ended June 30, 2026 have been subjected to limited review by the statutory auditors. The figures for the quarter ended March 31, 2026 are the balancing figures between audited figures in respect of the full financial year up to March 31, 2026 and the unaudited year-to-date figures up to December 31, 2025 being the date of the end of the third quarter of the financial year. The figures for quarters ended June 30, 2025 and March 31, 2026 have not been subjected to limited review by the statutory auditors and the management has exercised necessary diligence in preparing the financial results of these periods. 3 The Group has identified only one reportable operating segment as it deals mainly in Automotive wiring harness & ancillary components business. The Group's activities fall within a single primary operating segment and accordingly, no segment information is required to be disclosed. 4 a. Dhoot Automotive Systems Private Limited, a subsidiary of the Company, entered into a Business Transfer Agreement dated April 06, 2026 along with the Letter Agreement dated June 06, 2026 with M/s. Multilink pursuant to which all assets and liabilities in relation to the business of manufacturing auto-electrical and electronic parts (including switches, relays, chargers, sensors and other electronic products) for the two-wheeler and three-wheeler automotive industry have been transferred by the Seller on a going concern basis through a slump sale for a cash purchase consideration of INR 4,211.55 million. In accordance with Ind AS 103, the Group has recognized goodwill on a provisional basis, pending the finalization of the Purchase Price Allocation (PPA). The PPA will be finalised within the measurement period, as provided by Ind AS 103 Business Combination. The results for the quarter ended June 30, 2026 include the operations of M/s. Multilink effective from June 10, 2026. Therefore, the results are not comparable with previous period/year. b. During the year ended March 31, 2026, pursuant to the Share Subscription and Purchase Agreement (BC Asia SSPA) entered into between the Holding Company, Mr. Rahul R. Dhoot and BC Asia Investments XV Limited (BC Asia XV), BC Asia XV acquired 55% equity interest in the Holding Company. As part of the same arrangement, the Holding Company acquired 85% stake in Dhoot Holdings Private Limited (DHPL), resulting in DHPL becoming its wholly owned subsidiary. Subsequently, upon completion of the Initial Public Offering (IPO) of the Holding Company and its listing of equity shares, BC Asia XV's shareholding is reduced to 42.84%. 5 The Group has recognised exceptional items comprising: (i) For the year ended March 31, 2026, based on its assessment of the investment in Evon SA, the group has recognized a loss of INR 43.27 million in the carrying amount of its investment. Evon SA has filed for liquidation, and accordingly, management has determined the recoverable value of the investment to be Nil. (ii) The Group has incurred expenses towards advisory and consulting services, including business strategy/restructuring, financial and operational guidance provided by Bain Capital Advisors (India) Private Limited. Given the non-recurring and strategic nature of these expenses, the amount has been classified as an Exceptional Item; and (iii) The Government of India, on November 21, 2025, notified the four Labour Codes - Code on Wages, 2019; Industrial Relations Code, 2020; Code on Social Security, 2020; and Occupational Safety, Health and Working Conditions Code, 2020 - subsuming 29 existing labour laws. Consequent to the notification, the Group had assessed the impact and recorded a net expense as per above table. As this impact was material, regulatory-driven, and non-recurring, the same is presented under “Exceptional Items” in the financial results. The Group continues to monitor the Central / State Rules and clarifications from the Government on other aspects of the Labour Codes and would provide appropriate accounting effect on the basis of such developments as needed. 6 Subsequent to the period ended June 30, 2026, the Holding Company has completed its IPO of 35,218,047 equity shares of face value of INR 2 each at an issue price of INR 871 per share (including a share premium of INR 869 per share). A discount of INR 80 per share was offered to eligible employees bidding in the employee reservation portion of 75,853 equity shares. The issue comprised of a fresh issue of 16,080,445 equity shares aggregating to INR 14,000 million and offer for sale of 19,137,602 equity shares by selling shareholders aggregating to INR 16,668.85 million. Pursuant to the IPO, the equity shares of the Holding Company were listed on NSE and BSE on August 17, 2026. Further, the Holding Company will provide an update of the utilisation of the IPO proceeds towards the objects of the offer effective next reporting period based on the actual utilization of the funds. 7 Pursuant to the Board resolution dated December 23, 2025 and the shareholders’ resolution dated December 24, 2025, the Holding Company sub-divided its equity shares from a face value of INR 100 per share to INR 2 per share. Subsequently, pursuant to the resolutions approved by the Board of Directors on March 11, 2026 and the shareholders on March 13, 2026, the Holding Company issued bonus equity shares in the ratio of 2:3, being two fully paid-up equity shares of INR 2 each for every three fully paid-up equity shares of INR 2 each held by the shareholders. The weighted average number of shares for the quarter ended June 30, 2025 has been adjusted to reflect the impact of the above as per Ind AS 33. 8 The aforesaid results are available on Holding Company's website (www.dhoottransmission.com) and also on website of NSE (www.nseindia.com) and BSE (www.bseindia.com), where the shares of the Holding Company are listed. |