2.21 Provisions, Contingent Liabilities and Contingent AssetsProvisions
Provision is recognized when the Company has a presentobligation (legal or constructive) as a result of a past event,it is probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligationand a reliable estimate can be made of the amount ofobligation. Provision is not recognized for future operatinglosses.
Provisions are made at the management's best estimateof the expenditure required to settle the present obligationat the end of the reporting period. If the effect of the time
value of money is material, the amount of provision isdiscounted using an appropriate pre-tax rate that reflectscurrent market assessments of the time value of moneyand, when appropriate, the risks specific to the liability.When discounting is used, the increase in the provisiondue to the passage of time is recognized as a finance cost.
Contingent Liability
A Contingent liability is disclosed in case of a presentobligation arising from past events, when it is either notprobable that an outflow of resources will be required tosettle the obligation, or a reliable estimate of the amountcannot be made. A Contingent Liability is also disclosedwhen there is a possible obligation arising from pastevents, unless the probability of outflow of resources areremote.
Contingent Asset
Contingent Assets are not recognized but where an inflowof economic benefits is probable, contingent assetsare disclosed in the financial statements. Provisions,contingent liabilities and contingent assets are reviewedat each Balance Sheet date.
2.22 Revenue Recognition
i. Revenue from contracts with customers
The Company derives revenues primarily from sale ofproducts and services. Revenue from sale of goodsis recognized net of returns and discounts.
Revenue towards satisfaction of a performanceobligation is measured at the amount of transactionprice (net of variable consideration) allocated to thatperformance obligation. The transaction price ofgoods sold and services rendered is net of variableconsideration on account of various discounts andschemes offered by the Company as part of thecontract.
To recognize revenues, the Company applies thefollowing five step approach:
1. Identify the contract with a customer;
2. Identify the performance obligations in thecontract;
3. Determine the transaction price;
4. Allocate the transaction price to the performanceobligations in the contract; and
5. Recognize revenues when a performanceobligation is satisfied.
Revenue is measured based on the considerationspecified in a contract with a customer and excludesamounts collected on behalf of third parties.
ii. Trade Receivables
A receivable represents the Company’s right to anamount of consideration that is unconditional (i.e.,only the passage of time is required before paymentof the consideration is due).
2.23 Recognition of Dividend Income and Interest Income
i. Interest income
Interest income from a financial asset is recognizedwhen it is probable that the economic benefits willflow to the Company and the amount of income canbe measured reliably.
Interest income is accrued on a time basis, byreference to the principal outstanding and at theeffective interest rate applicable. The effective interestrate is the rate that exactly discounts estimatedfuture cash receipts through the expected life of thefinancial asset to the gross carrying amount of thatfinancial asset.
ii. Dividends
Dividend income from investments is recognizedwhen the Company’s right to receive dividend isestablished, it is probable that the economic benefitsassociated with the dividend will flow to the Companyand the amount of the dividend can be measuredreliably which is generally when shareholdersapprove the dividend.
2.24 Foreign Currency Transactions
On initial recognition, transactions in foreign currenciesare recognized at the rates of exchange prevailing at thedates of the transactions. At the end of each reportingperiod, monetary items denominated in foreign currenciesare translated at the rates prevailing at that date. Non¬monetary items that are measured at historical costdenominated in a foreign currency are translated usingthe exchange rate as at the date of initial transaction.Exchange differences on monetary items are recognizedin the Statement of Profit or Loss account in the period inwhich they arise.
2.25 Employee Benefits:
Short-term employee benefits:
Employee benefits such as salaries, wages, short termCompensated Absences, expected cost of bonus and ex-gratia falling due wholly within twelve months of renderingthe service are classified as short-term employee benefitsand are recognized as an expense at the undiscountedamount in the Statement of Profit or Loss of the year inwhich the related service is rendered.
Long-term employee benefits:
• Defined Contribution Plan:
Provident and Family Pension Fund
The eligible employees of the Company are entitledto receive post-employment benefits in respectof provident and family pension fund, in whichboth employees and the Company make monthlycontributions at a specified percentage of theemployees’ eligible salary. The contributions aremade to the Provident Fund Account under theEmployees’ Provident Fund and Misc. ProvisionsAct, 1952. Provident Fund and Family Pension Fundare classified as Defined Contribution Plans as theCompany has no further obligations beyond makingthe contribution. The Company’s contributionsto Defined Contribution Plan are charged to theStatement of Profit or Loss as incurred.
Superannuation fund:
The superannuation fund benefits are administratedby a Trust formed for this purpose through the Groupscheme of Life Insurance Corporation of India. TheCompany’s contribution to superannuation fund arecharged to the Statement of Profit or Loss as paid.
• Defined Benefit Plan:
Gratuity
In accordance with applicable Indian laws, theCompany provides for gratuity, a defined benefitretirement plan ("Gratuity Plan") covering allemployees. The Gratuity Plan provides a lump sumpayment to vested employees, at retirement or deathwhile in employment or termination of employment,an amount based on the respective employee’s lastdrawn salary and the years of employment with theCompany. Vesting occurs upon completion of fiveyears of service. Liability with regard to GratuityPlan is accrued based on actuarial valuation at the
Balance Sheet date, carried out by an independentactuary. The Company makes contribution to theGroup Gratuity Scheme with SBI Life InsuranceCompany Limited based on an independent actuarialvaluation made at the year-end.
Re-measurement gains and losses arising fromexperience adjustments and changes in actuarialassumptions are recognized in the period in whichthey occur, directly in Other Comprehensive Income.They are included in retained earnings in theStatement of Changes in Equity and in the BalanceSheet.
2.26 Compensated Absences
The liabilities for leave are not expected to be settledwholly within twelve months after the end of the periodin which the employees render the related service. Theyare therefore measured as the present value of expectedfuture payments to be made in respect of services providedby employees up to the end of the reporting period usingthe projected unit credit method. The Company providesfor the encashment of absence or absence with pay basedon policy of the Company in this regard. The employeesare entitled to accumulate such absences subject tocertain limits, for the future encashment or absence.The Company records an obligation for CompensatedAbsences in the period in which the employee renders theservices that increases this entitlement. The Companymeasures the expected cost of Compensated Absencesas the additional amount that the Company expects to payas a result of the unused entitlement that has accumulatedat the Balance Sheet date on the basis of an independentactuarial valuation.
2.27 Taxes on IncomeCurrent Tax
Tax on income for the current period is determined onthe basis on estimated taxable income and tax creditscomputed in accordance with the provisions of therelevant tax laws and based on the expected outcome ofassessments /appeals.
Current income tax relating to items recognized directly inequity is recognized in equity and not in the Statement ofProfit or Loss.
Management periodically evaluates positions takenin the tax returns with respect to situations in whichapplicable tax regulations are subject to interpretation andestablishes provisions where appropriate.
Deferred Tax
Deferred tax is provided using the Balance Sheet approachon temporary differences at the reporting date betweenthe tax bases of assets and liabilities and their carryingamounts for financial reporting purposes at the reportingdate.
Deferred tax assets are recognized for all deductibletemporary differences, the carry forward of unused taxcredits and any unused tax losses. Deferred tax assetsare recognized to the extent that it is probable that taxableprofit will be available against which the deductibletemporary differences, and the carry forward of unusedtax credits and unused tax losses can be utilized.
The carrying amount of deferred tax assets is reviewedat each reporting date and reduced to the extent that itis no longer probable that sufficient taxable profit will beavailable to allow all or part of the deferred tax asset tobe utilized.
Unrecognized deferred tax assets are reassessed at eachreporting date and are recognized to the extent that it hasbecome probable that future taxable profits will allow thedeferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the taxrates that are expected to apply in the year when the assetis realized or the liability is settled, based on tax rates (andtax laws) that have been enacted or substantively enactedat the reporting date.
Deferred tax relating to items recognized outside theStatement of Profit or Loss is recognized outside theStatement of Profit or Loss. Deferred tax items arerecognized in correlation to the underlying transactioneither in Other Comprehensive Income or directly in equity.
The break-up of the major components of the deferredtax assets and liabilities as at Balance Sheet date hasbeen arrived at after setting off deferred tax assets andliabilities where the Company have a legally enforceableright to set-off assets against liabilities and where suchassets and liabilities relate to taxes on income levied bythe same governing taxation laws.
2.28 LeasesAs a lessee
The Company, as a lessee, recognizes a right-of-useasset and a lease liability for its leasing arrangements,if the contract conveys the right to control the use of anidentified asset.
The contract conveys the right to control the use of anidentified asset, if it involves the use of an identified assetand the Company has substantially all of the economicbenefits from use of the asset and has right to direct the useof the identified asset. The cost of the right-of-use assetshall comprise of the amount of the initial measurementof the lease liability adjusted for any lease payments madeat or before the commencement date plus any initial directcosts incurred. The right-of-use assets is subsequentlymeasured at cost less any accumulated depreciation,accumulated impairment losses, if any and adjusted forany re-measurement of the lease liability. The right-of-useassets is depreciated using the straight-line method fromthe commencement date over the shorter of lease term oruseful life of right-of-use asset.
The Company measures the lease liability at the presentvalue of the lease payments that are not paid at thecommencement date of the lease. The lease paymentsare discounted using the interest rate implicit in the lease,if that rate can be readily determined. If that rate cannotbe readily determined, the Company uses incrementalborrowing rate.
Short-term leases and leases of low-value assets
The Company has elected not to recognize right-of-useassets and lease liabilities for short-term leases that havea lease term ending within 12 months and The Companyrecognizes the lease payments associated with theseleases as an expense on a straight-line basis over thelease term.
As a lessor
A lease is classified as an operating lease if it does nottransfer substantially all the risks and rewards incidentalto ownership of an underlying asset. Lease incomefrom operating leases where the Company is a lessorare recognized on either a straight-line basis or anothersystematic basis. The Company shall apply anothersystematic basis if that basis is more representative ofthe pattern in which benefit from the use of the underlyingasset is diminished. The Company present underlyingassets subject to operating leases in its balance sheetaccording to the nature of the underlying asset.
2.29 Earnings Per Share
The basic earnings per share are computed by dividingthe net profit attributable to the equity shareholders forthe year by the weighted average number of equity sharesoutstanding during the reporting period. Diluted earnings
per share is computed by dividing the net profit attributableto the equity shareholders, adjusted for after income taxeffect of interest and other financing costs associatedwith dilutive potential equity shares for the year by theweighted average number of equity and dilutive equityequivalent shares outstanding during the year, exceptwhere the results would be anti-dilutive.
2.30 Share issue expenses
The Company incurs various costs in issuing or acquiringits own equity instruments. The transaction costs of anequity transaction are accounted for as a deduction fromequity to the extent they are incremental costs directlyattributable to the equity transaction that otherwise wouldhave been avoided. The costs of an equity transactionthat is abandoned are recognized as an expense in thestatement of profit and loss.
2.31 Research and Development
Revenue expenditure on research and development ischarged to Statement of Profit or Loss in the year inwhich it is incurred. Capital expenditure on research anddevelopment is considered as an addition to Property,Plant and Equipment / Intangible Assets.
2.32 Government Grants and Subsidies:
Government grants are not recognized until there isreasonable assurance that the Company will comply withthe conditions attached to them and that the grants willbe received.
Government grants are recognized in the Statement ofProfit and Loss on a systematic basis over the years inwhich the Company recognizes as expenses the relatedcosts for which the grants are intended to compensate orwhen performance obligations are met.
Government grants that are receivable as compensationfor expenses or losses already incurred or for the purposeof giving immediate financial support to the Companywith no future related costs are recognized in Statementof Profit and Loss in the period in which they becomereceivable.
Government Grant relating to asset is reduced from thecarrying value of the relevant assets. Such grant is thengets recognized in the Statement of Profit and Loss overthe useful life of the depreciable asset by way of a reduceddepreciation charge.
Government grants in the nature of export incentivesare accounted for in the period of export of goods if theentitlements can be estimated with reasonable accuracyand conditions precedent to claim are reasonably expectedto be fulfilled.
2.33 Use of Judgments, Estimates and assumptions
The preparation of the financial statements requiresthe management to make judgments, estimates andassumptions in the application of accounting policiesand that have the most significant effect on reportedamounts of assets, liabilities, incomes and expenses,and accompanying disclosures, and the disclosure ofcontingent liabilities. The estimates and associatedassumptions are based on historical experience andother factors that are considered to be relevant. Actualresults may differ from these estimates. The estimatesand underlying assumptions are reviewed on an ongoingbasis. Revisions to accounting estimates are recognizedin the period in which the estimate is revised if the revisionaffects only that period or in the period of the revisionand future periods if the revision affects both current andfuture periods.
The assumptions concerning the future and other majorsources of estimation uncertainty at the reporting date, thathave a significant risk of causing a material adjustment tothe carrying amounts of assets and liabilities within thenext financial year, are described below:
Income taxes
Significant judgments are involved in determining theprovision for income taxes, including amount expectedto be paid/recovered for uncertain tax positions as alsoto determine the amount of deferred tax that can berecognized, based upon the likely timing and the level offuture taxable profits. Also, Refer Note 36.
Property, Plant and Equipment/Intangible Assets
Property, Plant and Equipment/ Other Intangible Assetsare depreciated / amortized over their estimated usefullives, after taking into account estimated residual value.The useful lives and residual values are based on theCompany’s historical experience with similar assets andtaking into account anticipated technological changesor commercial obsolescence. Management reviews theestimated useful lives and residual values of the assetsannually in order to determine the amount of depreciation
/ amortization to be recorded during any reporting period.The depreciation / amortization for future periods isrevised, if there are significant changes from previousestimates and accordingly, the unamortized / depreciableamount is charged over the remaining useful life of theassets.
Employee Benefit Plans
The cost of the defined benefit gratuity plan and other-post employment benefits and the present value ofgratuity obligations and Compensated Absences aredetermined based on actuarial valuations. An actuarialvaluation involves making various assumptions thatmay differ from actual developments in the future. Theseinclude the determination of the discount rate, futuresalary increases, attrition and mortality rates. Due to thecomplexities involved in the valuation and its long-termnature, these liabilities are highly sensitive to changes inthese assumptions. All assumptions are reviewed at eachreporting date.
Impairment of Financial Assets
The impairment provisions for financial assets are basedon assumptions about risk of default and expected cashloss rates. The Company uses judgment in making theseassumptions and selecting the inputs to the impairmentcalculation, based on the Company’s past history, existingmarket conditions as well as forward looking estimates atthe end of each reporting period.
The Company reviews its carrying value of investmentscarried at amortized cost annually, or more frequentlywhen there is indication for impairment. If the recoverableamount is less than its carrying amount, the impairmentloss is accounted for.
Recoverability of Trade Receivables
Judgments are required in assessing the recoverabilityof overdue trade receivables and determining whether aprovision against those receivables is required. Factorsconsidered include the credit rating of the counterparty,the amount and timing of anticipated future payments andany possible actions that can be taken to mitigate the riskof non-payment.
Fair Value measurements of Financial Instruments
When the fair values of financial assets and financialliabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets (NetAssets Value in case of units of Mutual Funds), their fairvalue is measured using valuation techniques includingthe Discounted Cash Flow (DCF) model. The inputs tothese models are taken from observable markets wherepossible, but where this is not feasible, a degree of judgmentis required in establishing fair values. Judgments includeconsiderations of inputs such as liquidity risk, creditrisk and volatility. Changes in assumptions about thesefactors could affect the reported fair value of financialinstruments.
Impairment of Assets
The Company has used certain judgments and estimatesto work out future projections and discount rates tocompute value in use of cash generating unit and toaccess impairment. In case of certain assets independentexternal valuation has been carried out to computerecoverable values of these assets.
Provisions
Provisions and liabilities are recognized in the period whenit becomes probable that there will be a future outflow offunds resulting from past operations or events and theamount of cash outflow can be reliably estimated. Thetiming of recognition and quantification of the liabilityrequires the application of judgment to existing factsand circumstances, which can be subject to change. Thecarrying amounts of provisions and liabilities are reviewedregularly and revised to take account of changing factsand circumstances.
Financial Guarantee Contract
The Company on case-to-case basis elects to accountfor financial guarantee contracts as financial instrumentsor as an insurance contract, as specified in Ind AS 109on Financial Instruments and Ind AS 104 on InsuranceContracts. The Company has regarded its financialguarantee contracts as insurance contracts on contract-by-contract basis. At the end of each reporting periodthe Company performs liability adequacy test, (i.e., itassesses the likelihood of a pay-out based on currentundiscounted estimates of future cash flows) on financialguarantee contracts regarded as insurance contracts, andthe deficiency is recognized in the Statement of Profit andLoss.
18.2 Rights, preferences and restrictions :
i. The Company has only one class of shares referred to as Equity Shares having par value of ' 1/- each. Each holder of EquityShares is entitled to one vote per share.
ii. Preferential Issue
Pursuant to the approval by the Board of Directors at its meeting held on November 14, 2022 and approval by the members ofthe Company at their Extra-Ordinary General Meeting held on December 09, 2022 ('EGM'), the Company has allotted 2,21,61,749warrants, each convertible into one equity share, on preferential basis at an issue price of ' 95.00 each, upon receipt of 30% ofthe issue price (i.e. ' 28.50 per warrant) as warrant subscription money. Balance 70% of the issue price (i.e. ' 66.50 per warrant)is payable within 18 months from the allotment date, at the time of exercising the option to apply for fully paid-up equity shareof ' 1/- each (Face Value) of the Company, against each warrant held by the warrant holder. During the financial year, theCompany had converted the remaining 1,60,00,009 warrants have been fully converted into equity shares, in accordance withthe terms of the issue. Consequently, the Company has allotted 2,21,61,749 fully paid-up equity shares of face value ' 1/- eachagainst conversion of an equivalent number of warrants.
iii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets ofthe Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Sharesheld by the shareholders.
18.3 Dividend
The Board of Directors in their meeting held on May 19, 2025, have proposed a final dividend of ' 0.30 per equity share (Previousyear ' 0.30 per Equity Share) for the financial year ended March 31, 2025. The proposal is subject to the approval of theshareholders in the ensuing Annual General Meeting.
Securities Premium : Securities Premium is used to record the premium received on issue of shares. The Transaction costincurred towards issue of preferential allotment of warrant convertible into Equity shares (Share Issue Expenses) has beenreduced from the proceeds of Securities Premium received during the previous year. In case of equity-settled share basedpayment transactions, the difference between fair value on grant date and nominal value of share is accounted as securitiespremium. It is utilized in accordance with the provisions of the Companies Act, 2013.
General Reserve : The General Reserve comprises of transfer of profits from retained earnings for appropriation purposes. Thereserve can be distributed/utilized by the Company in accordance with the Companies Act, 2013.
Share Options Outstanding Account : The Share options outstanding account is used to record the fair value of equity-settled share based payment transactions with employees. The amounts recorded in share options outstanding account aretransferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock optionsnot exercised by employees.
Retained Earnings : Retained Earnings are the profits that the Company has earned till date and is net of amount transferred toother reserves such as general reserves etc., amount distributed as dividends and adjustments on account of transition to IndAS.
Equity instrument through other comprehensive income : The fair value change of the equity instruments measured at fairvalue through other comprehensive income is recognized in Equity instruments through Other Comprehensive Income.
Money Received Against Share Warrants : Application money received from warrant holders comprises of the convertiblewarrants into equity shares, allotted to warrant holders upon receipt of 30% of the consideration amount pursuant to Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Share Application money pending allotment : The share application money pending allotment pertains to the funds receivedfrom employees of the Company for the issuance of Equity Shares under ESOP Scheme. These funds will be transferred to theshare capital and securities premium accounts upon the completion of the allotment process.
On February 03, 2022, pursuant to approval by the shareholders in the AGM, the Board has been authorized to introduce, offer, issueand provide share-based incentives to eligible employees of the Company "Foods & Inns Limited - Employee Stock Option Plan2021 ' ("ESOP 2021"/ "Plan") for grants of 14,66,760 Options equivalent to same number of equity shares of the Company. The vestedESOPs shall be excisable not earlier than a minimum period of 1 (one) year and not later than a maximum period of 4 (four) yearsfrom the date of the grant. As of the date of this report, employees have exercised a total of 9,14,615 options. The balance of theunexercised options to be converted into equity are potentially dilutive in nature and have been considered in the diluted earnings pershare computation above.
Pursuant to the approval by the Board of Directors at its meeting held on November 14, 2022 and approval by the members of theCompany at their Extra-Ordinary General Meeting held on December 09, 2022 ('EGM'), the Company has allotted 2,21,61,749 warrants,each convertible into one equity share, on preferential basis at an issue price of ' 95/- each, upon receipt of 30% of the issue price(i.e. ' 28.50 per warrant) as warrant subscription money. Balance 70% of the issue price (i.e. ' 66.50 per warrant) is payable within 18months from the allotment date, at the time of exercising the option to apply for fully paid-up equity share of ' 1/- each (Face Value) ofthe Company, against each warrant held by the warrant holder. During the financial year, the remaining 1,60,00,009 warrants were fullyconverted into equity shares, in accordance with the terms of the issue. Consequently, the Company has allotted a total of 2,21,61,749fully paid-up equity shares of face value ' 1/- each upon conversion of an equivalent number of warrants.
b) Rental expense recorded for short-term leases was ' 632.65 Lakhs for the year ended March 31,2025 (' 470.03 Lakhs for theyear ended March 31,2024).
c) The maturity analysis of lease liabilities are disclosed in Note 41D. The Company does not face a significant liquidity risk withregard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and whenthey fall due.
d) The period of these leasing arrangements, range between three to five years and some of them are renewable by mutualconsent.
e) Future lease payments which will start from April 01,2025 is ' Nil (' 330.00 Lakhs from April 01,2024)
As Lessor
Operating Lease
Rental income recognized on assets given on operating lease is for the year ended March 31, 2025 was ' 72.12 Lakhs and(' 72.12 Lakhs for the year ended March 31,2024).
39*| EMPLOYEE BENEFITS
The Company has classified various employee benefits as under:
A. Defined Contribution Plans
The Company contributes to following funds which are considered as defined contribution plans
Provident Fund
Superannuation Fund
State Defined Contribution Plans
Employers’ Contribution to Employees’ State InsuranceEmployers’ Contribution to Employees’ Pension Scheme 1995
The Provident Fund and the State Defined Contribution Plans are operated by the Regional Provident Fund Commissioner andthe Superannuation Fund is administered by the LIC of India as applicable for all eligible employees. Under the schemes, theCompany is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits.These funds are recognized by the Income Tax Authorities.
vi. The expected rate of return on plan assets is determined after considering several applicable factors such as thecomposition of the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimizereturns within acceptable risk parameters, the plan assets are well diversified.
vii. The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet datefor the estimated term of the obligations.
viii. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments andother relevant factors.
Note on other risks:
Investment risk - The funds are invested by SBI Life Insurance Company Limited and they provide returns basis theprevalent bond yields, SBI Life Insurance Company Limited on an annual basis requests for contributions to the fund, whilethe contribution requested may not be on the same interest rate as the bond yields provided, basis the past experience it islow risk.
Interest Risk - SBI Life Insurance Company Limited does not provide market value of assets, rather maintains a runningstatement with interest rates declared annually - The fall in interest rate is not therefore offset by increase in value ofBonds, hence may pose a risk.
Longevity Risk - Since the gratuity payment happens at the retirement age of 60, longevity impact is very low at this age,hence this is a non-risk.
Salary risk - The liability is calculated taking into account the salary increases, basis past experience of the Company’sactual salary increases with the assumptions used, they are in line, hence this risk is low risk.
41*| CAPITAL MANAGEMENT AND FINANCIAL RISK MANAGEMENT POLICYA. Capital Management
For the purpose of the Company’s Capital Management, Capital includes issued Equity Capital and all Other Reserves attributableto the Equity shareholders of the Company. The Primary objective of the Company’s Capital Management is to maximize theshareholders’ value. The Company’s Capital Management objectives are to maintain equity including all reserves to protecteconomic viability and to finance any growth opportunities that may be available in future so as to maximize shareholder’svalue.
The Company’s capital requirement is mainly to fund its business expansion and repayment of borrowings. The principal sourceof funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented byfunding from bank borrowings and the capital markets.
The Company has adhered to material externally imposed conditions relating to capital requirements and there has not been anydelay or default during the period covered under these financial statements with respect to payment of principal and interest. Nolender has raised any matter that may lead to breach of covenants stipulated in the underlying documents.
The Company is monitoring Capital using debt equity ratio as its base, which is debt to equity. The Company monitors capitalusing debt-equity ratio, which is total debt divided by total equity.
B. Financial Risk Management and Policies
Risk is events, situation or circumstances which may lead to negative consequences on the Company’s business. Riskmanagement is a structure approach to manage uncertainty. The Company’s financial risk management is an integral partof how to plan and execute its business strategies. The risk management policy is approved by the Company’s Board. TheCompany’s principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose ofthese financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations in selectinstances. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents thatderive directly from its operations and investments. The Company is exposed to market risk, credit risk, liquidity risk etc. Theobjective of the Company’s financing policy are to secure solvency, limit financial risks and optimize the cost of capital. TheCompany’s capital structure is managed using equity and debt ratios as part of the Company’s financial planning.
a. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices.
Market risk comprises three types of risk : interest rate risk, currency risk and other price risk, such as equity price risk.Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financialinstruments. The Company has designed risk management frame work to control various risks effectively to achieve thebusiness objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.
The above mentioned risks may affect the Company’s income and expenses, or the value of its financial instruments. TheCompany’s exposure to and management of these risks are explained below:
The Company is subject to the risk that changes in foreign currency values impact the Company’s export, import andother payables.
The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respectto US Dollar (US$), Euro (EUR), Great Britain Pound (GBP), United Arab Emirates Dirham (AED) and Canadian Dollar(CAD).
The Company manages currency exposures within prescribed limits, through use of derivative instruments such asOptions, futures and Forward contracts etc. Foreign currency transactions are covered with strict limits placed on theamount of uncovered exposure, if any, at any point in time.
The carrying amount of the Company’s foreign currency denominated monetary assets and liabilities as at the end ofthe reporting period is as follows :
The sensitivity disclosed in the above table is attributable to variable interest rate borrowings and the interest swaps.The above sensitivity analysis is based on a reasonably possible change in the under-lying interest rate of theCompany’s borrowings in ', US$ (being the significant currencies in which it has borrowed funds), while assuming allother variables (in particular foreign currency rates) to be constant.
The sensitivity disclosed in the above table is attributable to variable interest rate borrowings . The above sensitivityanalysis is based on a reasonably possible change in the under-lying interest rate of the Company’s borrowings in ' &US$ (being the significant currencies last year in which it has borrowed funds), while assuming all other variables (inparticular foreign currency rates) to be constant.
iv. Price risk
The Company is exposed to price risk due to its Investment in equity instruments and mutual funds. The fair value ofa financial instrument will fluctuate due to changes in market traded price. As at March 31,2025, the carrying valueof such equity instruments recognized at FVTOCI amounts to ' 22.20 Lakhs (As at March 31, 2024'26.01 Lakhs)and carrying value of such mutual funds recongnised at FVTPL amounts to ' 34.21 Lakhs (As at March 31, 2024' 821.14 Lakhs).
Price risk sensitivity:
10% increase or decrease in prices will have the following impact on profit/(loss) before tax and on other componentsof equity.
C. Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company byfailing to discharge its contractual obligations as agreed. The Company’s exposure to credit risk arises primarily from financialassets such as trade receivables, derivative financial instruments, other balances with banks, loans and other receivables. Theoutstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.Credit risk arising from derivative financial instruments and other balances with banks is limited and there is no collateral heldagainst these because the counterparties are banks and recognized financial institutions with high credit ratings assigned bythe international credit rating agencies. The companies exposure are continuously monitored.
In addition, the Company is exposes to credit risk in relation to financial guarantees given to banks for the facilities availed bysubsidiary. The Company’s maximum exposures in this respect is the maximum amount the Company would have to pay if theguarantee is called upon.
The Company uses a provision matrix to determine impairment loss on portfolio of its Trade Receivables. The provision matrixis based on its historically observed default rates over the expected life of the Trade Receivable and is adjusted for forward¬looking estimates. At every reporting date, the historically observed default rates are updated and changes in forward-lookingestimates are analysed. The Company follows a simplified approach (i.e. based on life time ECL) for recognition of impairmentloss allowances on trade receivables. For the purpose of measuring the life time ECL allowance for trade receivables, theCompany uses a provision matrix which comprises a customer spread across the geographical areas and the same are groupedinto homogenous group and assessed for impairment collectively. The outstanding trade receivables are regularly monitoredand appropriate action is taken for collection of overdue receivables.
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities thatare settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quicklyat close to its fair value The Company maintains a cautious liquidity strategy, with a positive cash balance throughout the year.Management monitors the Company’s liquidity position through rolling forecasts on the basis of expected cash flows. Cashflow from operating activities provides the funds to service and finance the financial liabilities. The Company’s approach formanaging liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under both normal andstressed conditions, without incurring unacceptable losses or risking damage to Company’s reputation. In addition, processesand policies related to such risks are overseen by the senior management. The management monitors the Company’s netliquidity position through rolling forecasts on the basis of expected cash flows.
Financing arrangement
The Company has sufficient sanctioned line of credit from its bankers / financiers; commensurate to its business requirements.The Company reviews its line of credit available with bankers and lenders from time to time to ensure that at all point of timethere is sufficient availability of line of credit.
The Company pays special attention to the net operating working capital invested in the business. In this regard, as in previousyears, considerable work has been performed to control and reduce collection periods for trade and other receivables, as well asto optimize accounts payable with the support of banking arrangements to mobilize funds.
42. FINANCIAL INSTRUMENTS
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid totransfer a liability in an orderly transaction between market participants at the measurement date.
Valuation
i. The fair values of investment in government securities and quoted investment in equity shares is based on the current bidprice of respective investment as at the Balance Sheet date.
ii. The fair value of Foreign Currency Forward contracts is determined using forward exchange rates at the balance sheetdate.
iii. The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements area reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would besignificantly different from the values that would eventually be received or settled.
iv. The fair values for long term loans, long term security deposits given and remaining non current financial assets werecalculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fairvalue hierarchy due to the inclusion of unobservable inputs.
v. The fair values of long term security deposits taken and non-current borrowings are based on discounted cash flows usinga current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservableinputs.
Fair Value measurement hierarchy
The fair value of financial instruments as referred below have been classified into three categories depending on the inputs usedin the valuation technique.
The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements)and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
Level 1: Unadjusted quoted prices for identical instruments in an active market;
Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; andLevel 3: Inputs which are not based on observable market data.
51*| ADDITIONAL REGULATORY INFORMATION DETAILED IN CLAUSE 6L OF GENERAL INSTRUCTIONS GIVEN IN PART I OFDIVISION II OF THE SCHEDULE III TO THE COMPANIES ACT, 2013 ARE FURNISHED TO THE EXTENT APPLICABLE TO THECOMPANY.
(i) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets duringthe year ended March 31,2025 and March 31,2024.
(ii) The Company does not hold any Investment Property. Accordingly, reporting on fair valuation of Investment Property is notapplicable.
(iii) The Company does not hold any Intangibles assets under development. Accordingly, reporting on Intangibles assets underdevelopment ageing and completion schedule is not applicable.
(iv) The Company does not have any benami property, where any proceeding has been initiated or pending against theCompany for holding any benami property.
(v) The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements ofstock filed by the Company are in agreement with the books of accounts.
(vi) The Company is not declared as willful defaulter by any bank or financials institution or lender during the year.
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(viii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or surveyor any other relevant provisions of the Income Tax Act, 1961.
(ix) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause(87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (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 ofthe Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(xii) The Company has not undertaken any transactions with companies struck off under section 248 of the Companies Act,2013 or section 560 of the Companies Act, 1956.
52. As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, forthe financial year commencing April 01, 2023, every company which uses accounting software for maintaining its books ofaccount, shall use only such accounting software which has a feature of recording audit trail of each and every transaction,creating an edit log of each change made in the books of account along with the date when such changes were made andensuring that the audit trail cannot be disabled. The interpretation and guidance on what level edit log and audit trail needs tobe maintained evolved during the year and continues to evolve.
In Company’s SAP software, the audit trail is enabled at an application level for all the tables and fields for maintenance ofbooks of accounts and relevant transactions. However, Company has not been enabled with the feature of audit trail log at thedatabase layer to log direct transactional changes, due to present design of ERP
The audit trail has been preserved by the Company as per the statutory requirements for record retention.
As per our report of even date attached
For G. M. KAPADIA & CO. For and on behalf of the Board of Directors
Chartered AccountantsFirm Registration No.104767W
SATYA RANJAN DHALL BHUPENDRA DALAL MILAN DALAL MOLOY SAHA
Partner Chairman Managing Director Chief Executive Officer
Membership No. 214046 (DIN : 00061492) (DIN : 00062453)
ANAND KRISHNAN AMEYA MASURKAR
Chief Financial Officer Company Secretary
Date : May 19, 2025 Date : May 19, 2025
Place : Mumbai Place : Mumbai