The Company has only one class of issued, subscribed and paid up equity shares having a par value of ?5 each per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.
The amount received in excess of face value of the equity shares, net off issue expenses, is recognised in the securities premium. This reserve will be utilised in accordance with the provisions of Section 52 of the Companies Act, 2013 (“the Act”).
Capital reserve
The excess of net assets taken, over the consideration paid, as part of the business combinations have been recorded under the capital reserve during the earlier years.
Capital redemption reserve
Capital redemption reserve was created on buy back of equity shares in the earlier years. The Company uses capital redemption reserve in accordance with the provisions of the Act.
Warrants money appropriated
Warrants money appropriated represents forfeiture of share application money made during the earlier years.
General reserve
The reserve has arisen on transfer of a portion of the net profit pursuant to the provisions of the erstwhile Companies Act, 1956. Mandatory transfer to general reserve is not required under the Act.
Changes in fair value of equity instruments
This represents the cumulative gains and losses arising on the fair valuation of equity instruments measured at FVTOCI, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distribution to the shareholders.
The Company provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days wage for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/exit in accordance with the Payment of Gratuity Act, 1972. The Company maintains its investments with Life Insurance Corporation of India, to fund its gratuity plan.
(x) On 21 November 2025, the Government of India notified four Labour Codes, effective immediately, replacing the existing 29 labour legislations. In accordance with Ind AS 19 - Employee Benefits and the guidance issued by the Institute of Chartered Accountants of India, changes to employee benefit plans arising from legislative amendments are treated as plan amendments, requiring immediate recognition of past service cost in the statement of profit and loss.
The incremental impact of these changes, assessed by the Company, on the basis of the information available, resulted in estimated one time increase in provision for defined benefit obligations amounting to ?48.07 million and the same has been recognised as an employee benefit expense. The Company continues to monitor the developments pertaining to labour codes and will evaluate the impact if any on the measurement of liabilities pertaining to employee benefits.
Represents contract liabilities against which the Company has recognized a revenue of ?107.31 (31 March 2025: ?111.95) from the amounts included under advances from customers at the beginning of the year.
@ The Company has imported machineries under Manufacture and Other Operations in Warehouse Regulations, 2019 (MOOWR) for its projects at Shamirpet. As per MOOWR, payment of Integrated Goods and Services Tax and Custom Duty aggregating to ?109.60 (Previous year : Nil) on imported machineries is deferred till removal of such machineries from the designated location. The liability in respect of the same is disclosed above as non-current Statutory liabilities and the corresponding IGST Input Tax Credit amounting to ?77.00 (Previous year : Nil) is disclosed in note no.12 under Other non-current assets. Additionally, Customs Duty amounting to ?32.60 million has been capitalised as part of the cost of the respective assets.
As the selected projects for CSR spent are long-term in nature, the balance amount of ?10.01 as at 31 March 2026 will be spent during the financial year 2026-27. In accordance with the provisions of Section 135(6) of the Act, the Company has transferred the unspent amount to a separate bank account and the unspent amount has been provided in the accompanying financial statements. Further, the Company has spent an amount of ?21.78 in FY24-25 over and above the mandated obligation and has set off the spent against the CSR requirement for the current financial year i.e. FY25-26.
The proposed final dividend, is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company and
accordingly not recognized as a liability in accordance with the applicable accounting principles.
Note: The Company has paid a dividend of ?2.50 per share during the year ended 31 March 2026 (31 March 2025: ?2.50 per share) amounting to ?231.99 (31 March 2025: ?231.99).
(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 person(s) or entity(ies), 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 party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
In view of the limited market potential and continuous losses from operations reported by its erstwhile joint venture, Heritage Novandie Foods Limited (“HNFL”), the Board of HNFL in its meeting held during March 2025 had approved a proposal, allowing the Company to obtain controlling stake by acquiring equity shares from the other joint venture partner and restructure / repurpose the business operations of HNFL.
Subsequently in the month of June 2025, the Company has acquired 71,00,000 equity shares of ?10 each in HNFL from the other joint venture partner for a consideration of ?85.00. Upon completion, the Company has acquired controlling interest in HNFL.
The recoverable value of the investment in HNFL is determined using the fair value on the basis of the above agreed sales consideration, which has resulted in recognition of impairment of ?234.85 during the year ended 31 March 2025, which has been classified as exceptional items. An additional impairment charge of ?5.37 has been recognized for the year ended 31 March 2026 by determining the recoverable value of its investment in HNFL using the discounted cash flow method. Significant unobservable inputs considered include terminal growth rate of 5% and discount rate of 13.40%.
There are no transfers between levels during the current and previous year ended 31 March 2026 and 31 March 2025 respectively. The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period.
(ii) Valuation technique and inputs used for level 2 instruments:
The Company’s foreign currency forward contracts are not traded in active markets. These contracts have been fair valued using observable forward exchange rates corresponding to the maturity of the contract. The effects of non-observable inputs are not significant for foreign currency forward contracts.
The Company’s Board of Directors has an overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Company’s principal financial liabilities, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and its capital expansion. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that the Company derives directly from its operations.
The Company is exposed primarily to Credit risk, Liquidity risk and Market risk (fluctuations in interest rates, foreign currency rates, and prices of equity instruments), which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.
A. Credit risk
Credit risk is the risk that the counterparty shall not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of the creditworthiness as well as concentration of risks. Credit risk arises primarily from financial assets such as trade receivables, investment in equity shares, balances with banks, loans and other receivables.
Credit risk is controlled by analyzing credit limits and creditworthiness of the customers on a continuous basis to whom credits have been granted after obtaining necessary approvals. Financial instruments that are subject to concentration of credit risk principally consist of trade receivables, investments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instruments of the Company result in material concentration of credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was ?3,236.23 and ?3,055.78 as of 31 March 2026 and 31 March 2025 respectively, representing carrying amount of all financial assets with the Company.
Financial assets that are neither past due nor impaired
None of the Company’s cash equivalents, including fixed deposits, were either past due or impaired as at 31 March 2026 and 31 March 2025. The Company has diversified its portfolio of investment in cash and cash equivalents and term deposits with various banks which have secure credit ratings hence the risk is reduced. Concentration of exposures are actively monitored by the finance department of the Company.
Financial assets that are past due but not impaired
The Company’s credit period for customers generally ranges from 0 - 30 days. The aging of trade receivables, net of those provided for in the books of account, is given below:
The carrying amounts of the Company’s unhedged foreign currency denominated monetary items in ? terms as at 31 March 2026 and 31 March 2025 are as follows:
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at each date of Balance Sheet whether a financial asset or a group of financial assets are impaired. Expected credit losses are measured at an amount equal to 12 months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial assets have increased significantly since the initial recognition. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward-looking information. Based on such data, loss on collection of receivable is not material.
B. Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations as and when they become due. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure that funds are available for meeting due obligations of the Company. The Company manages liquidity risk by maintaining adequate reserves, banking facilities, continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of the financial assets and financial liabilities.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:
As at 31 March 2026, the Company has an foreign currency exchange contract in place with an notional amount of euro 0.18 millions (INR: 19.87). Addtionallly, the Company entered into forward exchange contract to manage foreign currency risk arising from forecast purchases of capital equipment denominated in foregin currency, with an notional amount of euro 2.16 million (INR: 232.10). The fair value of the contract aggregated to INR 5.46 recognized under other financial asset. The hedge maturity period ranges from April to September 2026.
iii. Equity price risk:
The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was ?2.60 (31 March 2025:^2.60). The impact on account of change in the assumptions are not considered as significant.
39. Capital risk management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payments to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt. The Company’s policy is to keep the gearing ratio up to 35%. The Company includes within net debt, borrowings from banks less cash and cash equivalents. Borrowings from banks comprise of term loans and loans repayable on demand.
# Represents the loan amounts outstanding to bankers by the subsidiary as at 31 March 2025, in respect of which the Company had entered financial guarantees. The said loan have been fully repaid during the current year.
C. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in the market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term borrowings. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks such as equity price risk.
i. Interest risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument shall fluctuate because of changes in the market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s short-term obligations with floating interest rates. The impact on account of change in interest rate on the Company’s long-term obligations is not considered as significant.
ii. Foreign currency risk:
Foreign currency risk is the risk that the fair value or future cash flows of an exposure shall fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating and investing activities (when revenue or expense including capital expenditure is denominated in a foreign currency). The exposure of foreign currency risk to the entity is low as it enters very limited transactions in foreign currencies and accordingly any impact on account of change in the exchange rate is not considered as significant. During the year, the Company entered into forward exchange contracts solely for hedging foreign currency exposures relating to foreign capital creditors. such contracts are monitored periodically in line with company’s policy. The Company’s approach to management of currency risk is to minimise any material adverse impact arising from fluctuations in foreign exchange rates.
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, 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 and ensuring that the audit trail cannot be disabled.
The Company uses an accounting software for maintaining its books of accounts. The audit trail (edit log) feature was enabled at application level and the same operated throughout the current and previous year. However, the Company did not enable the feature for recording audit trails (edit logs) at the database level to log any direct data changes, as this consumes storage space on the disk and can significantly impact database performance. The users of the Company, except for authorized personnel, do not have access to database IDs with Data Manipulation Language (DML) authority, which can make direct data changes (create, change, delete) at the database level. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
(a) No proceeding have been initiated on or is pending against the Company for holding benami property under the Benami Transactions Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(b) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.
(c) No transactions are carried out with companies struck off under section 248 of the Act or section 560 of Companies Act, 1956.
(d) No charges or satisfaction yet to be registered with ROC beyond the statutory period.
(e) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(f) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Act.
(g) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the
Income Tax Act, 1961, that has not been recorded in the books of account.
(h) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(i) There was no revaluation of Property, plant and equipment (including right-of-use assets) and Intangible assets carried out by the
Company during the respective reporting period
This is the summary of material accounting policies and other explanatory information referred to in our report of even date.