Provisions are recognised when the Company has a present obligation (Legal or constructive) asa result of a past event, it is probable that an outflow of resources embodying economic benefitswill be required to settle the obligation and a reliable estimate can be made of the amount of theobligation. If the effect of the time value of money is material, provisions are discounted usinga current pre-tax rate that reflects, when appropriate, the risks specific to the liability. Whendiscounting is used, the increase in the provision due to the passage of time is recognised as afinance cost.
A disclosure for a contingent liability is made when there is a possible obligation or a presentobligation that may, but probably will not, require an outflow of resources. The Company alsodiscloses present obligations for which a reliable estimate cannot be made. When there isa possible obligation or a present obligation in respect of which the likelihood of outflow ofresources is remote, no provision or disclosure is made.
(xiii) Employee benefits:
i) Short term employee benefits:
Short term employee benefits are recognised as expenditure at the undiscounted value inthe statement of profit and loss of the year in which the related service is rendered.
ii) Post-employment benefits:
Defined contribution plans: Company's contribution to the superannuation scheme,provident fund scheme and pension under employees' pension scheme etc. are recognisedduring the year in which the related service is rendered. Monthly contributions are madeto a trust administered by the trustees. The interest rate payable by the trust to thebeneficiaries is notified by the Government. The Company has an obligation to make goodthe shortfall, if any, between the return on the investments of the trust and the notifiedinterest rate.
Defined benefit plans - gratuity: Gratuity liability is covered under the gratuity-cum-insurance policy of Life Insurance Corporation of India (LIC) administered by trust. Thepresent value of the obligation is determined based on an actuarial valuation, using theprojected unit credit method. Actuarial gains and losses in respect of post-employmentbenefits are charged to the Other Comprehensive Income (OCI). The amount funded by theCompany administered by the trust under the aforesaid Policy, is reduced from the grossobligation under the defined benefit plan, to recognise the obligation on a net basis.
iii) The Company has a policy on compensated absences which are both accumulating andnon-accumulating in nature. The expected cost of accumulating compensated absences isdetermined by actuarial valuation performed by an independent actuary at each BalanceSheet date using projected unit credit method on the additional amount expected to be paid/ availed as a result of the unused entitlement that has accumulated at the Balance Sheetdate. Expense on non-accumulating compensated absences is recognized in the period inwhich the absences occur.
iv) Compensation to employees under Voluntary Retirement Scheme (VRS) is charged tostatement of profit and loss in the year of accrual.
Provision for current tax is made with reference to taxable income computed for theaccounting period for which the financial statements are prepared by applying the tax ratesand laws that are enacted or substantively enacted at the Balance sheet date. The tax isrecognised in statement of profit and loss, except to the extent that it related to itemsrecognised in the other comprehensive income (OCI) or in other equity. In this case, the taxis also recognised in other comprehensive income and in other equity. Current tax assetsand current tax liabilities are off set only if there is a legally enforceable right to set off therecognised amounts, and it is intended to realise the asset and settle the liability on a netbasis or simultaneously
ii) Deferred tax is recognised on temporary differences between the carrying amounts ofassets and liabilities in the financial statements and the corresponding tax bases used inthe computation of taxable profit. Deferred tax liabilities and assets are measured at thetax rates that are expected to apply in the period in which the liability is settled or the assetrealised, based on tax rates (and tax laws) that have been enacted or substantively enactedby the end of the reporting period. The carrying amount of deferred tax liabilities andassets are reviewed at the end of each reporting period. Deferred tax asset on unabsorbeddepreciation and carried forward losses is recognised only to the extent of deferred taxliability.
iii) Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profit and Lossas current tax for the year. The deferred tax asset is recognised for MAT credit availableonly to the extent that it is probable that the Company will pay normal income tax andthereby utilising MAT credit during the specified period, i.e., the period for which MAT creditis allowed to be carried forward and utilised. In the year in which the Company recognisesMAT credit as an asset, it is created by way of credit to the Statement of Profit and Loss andshown as part of deferred tax asset. The Company reviews the Deferred tax assets on MATcredit entitlement at each reporting date and writes down the asset to the extent that it isno longer probable that it will pay normal tax during the specified period.
Cash and cash equivalents includes cash in hand and deposits with any qualifying financialinstitution repayable on demand or maturing within three months from the date of acquisitionand which are subject to an insignificant risk of change in value.
(xvi) Foreign Currencies
i) Foreign currency transactions are recorded at the rates of exchange prevailing on the dateof transaction. Monetary foreign currency assets and liabilities outstanding at the closeof the financial year are revalued at the exchange rates prevailing on the balance sheetdate. Exchange differences arising on account of fluctuation in the rate of exchange isrecognised in the statement of profit and loss.
ii) Non-monetary items that are measured in terms of historical cost in a foreign currency aretranslated using the exchange rates at the dates of the initial transactions. Non-monetaryitems measured at fair value in a foreign currency are translated using the exchange ratesat the date when the fair value is determined. The gain or loss arising on translation ofnon-monetary items measured at fair value is treated in line with the recognition of thegain or loss on the change in fair value of the item (i.e., translation differences on itemswhose fair value gain or loss is recognised in OCI or statement of profit and loss are alsorecognised in OCI or statement of profit and loss, respectively).
Revenue is recognised when control of the goods is transferred to the customer at an amountthat reflects the consideration to which the Company expects to be entitled in exchange for suchgoods or services, in accordance with Ind AS 115 - Revenue from Contracts with Customers.
Revenue primarily comprises sale of sugar, molasses, bagasse, power, ethanol and other by¬products generated during the manufacturing process.
Revenue is recognised upon satisfaction of performance obligations, which generally occursupon dispatch/delivery of goods to customers in accordance with the terms of sale, whencontrol, significant risks and rewards of ownership and effective control over the goods aretransferred to the customer. Revenue is measured net of returns, trade discounts, rebates,Goods and Services Tax ("GST") and other similar taxes collected on behalf of the Government.
Where contracts contain a single performance obligation, revenue is recognised at the pointin time when control of goods passes to the customer. In case of sale arrangements involvingmultiple performance obligations, the transaction price is allocated to each performanceobligation based on the relative standalone selling prices.
Export incentives, if any, are recognised as revenue when there is reasonable assurance that theentitlement will be received and the related conditions are complied with.
Sale of power
Revenue from sale of power generated through cogeneration facilities is recognised on supplyof units of electricity to the grid in accordance with the terms of the underlying agreements andas per applicable tariff regulation.
Interest income is recognised using the effective interest rate ("EIR") method on a timeproportion basis.
Other operating income
Income from sale of scrap and miscellaneous operational recoveries is recognised whenthe related goods/services are transferred/rendered and there is no significant uncertaintyregarding collection of consideration.
Dividend income is recognised when the right to receive payment is established.
Insurance claims are accounted for on the basis of claims admitted / expected to be admittedand to the extent that there is no uncertainty in receiving the claims.
(xviii) Government grants
The Government grants such as capital subsidies under Sugar Promotion Policy, 2004, interestfree or concessional interest rate loans and subsidies related to sugar cane purchased arerecognised where there is reasonable assurance that the grant will be received and all attachedconditions will be complied with.
When the grant relates to an expense item, it is recognised as income on a systematic basis overthe periods that the related costs, for which it is intended to compensate, are expensed.
When the grant relates to an asset, it is recognised as income in equal amounts over theexpected useful life of the related asset.
When the company receives grants of non-monetary assets, the asset and the grant are recordedat fair value amounts and released to statement of profit and loss over the expected useful life ina pattern of consumption of the benefit of the underlying asset i.e. by equal annual instalments.When loans or similar assistance are provided by governments or related institutions, with aninterest rate below the current applicable market rate, the effect of this favourable interest isregarded as a government grant. The loan or assistance is initially recognised and measured atfair value and the government grant is measured as the difference between the initial carryingvalue of the loan and the proceeds received. The loan is subsequently measured as per theaccounting policy applicable to the financial liabilities.
i) Financial assetsA Initial recognition
The Company classifies financial instruments, or their component parts, on initialrecognition as a financial asset, a financial liability or an equity instrument in accordancewith the substance of the contractual arrangement. Financial instruments are recognisedwhen the Company becomes a party to the contractual provisions of the instrument.Financial instruments are recognised initially at fair value plus transactions costs thatare directly attributable to the acquisition or issue of the financial instrument, exceptfor financial assets at fair value through statement of profit and loss, which are initiallymeasured at fair value, excluding transaction costs (which is recognised in statement ofprofit and loss).
B Subsequent measurement
A financial asset is subsequently measured at amortised cost if it is held within a businessmodel whose objective is to hold the asset in order to collect contractual cash flows andthe contractual terms of the financial asset give rise on specified dates to cash flows thatare solely payments of principal and interest on the principal amount outstanding.
b) Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is subsequently measured at fair value through other comprehensiveincome if it is held within a business model whose objective is achieved by both collectingcontractual cash flows and selling financial assets and the contractual terms of the financialasset give rise on specified dates to cash flows that are solely payments of principal andinterest on the principal amount outstanding.
All equity investments in scope of Ind-AS 109 are measured at fair value either as at FVTOCIor FVTPL. The Company makes such election on instrument-by-instrument basis.
For equity instruments measured as at FVTOCI, all fair value changes on the instrument,excluding dividends, are recognized in the OCI. Equity instruments included within theFVTPL category are measured at fair value with all changes recognized in the statement ofprofit and loss (P&L).
Investment in subsidiaries are carried at cost as per Ind AS 27.
The Company has created a Securities Trust that holds the equity shares of the Company,which were allotted to the Trust in 2010 pursuant to the Scheme of amalgamation of itserstwhile subsidiary Bajaj Hindusthan Sugar and Industries Ltd. The Company uses Trustas a separate vehicle under the said scheme and treats as its extension and shares heldby Trust are treated as treasury shares. The own equity shares that reacquired (treasuryshares) are recognised at cost and deducted from equity. No gain or loss is recognised instatement of profit and loss on the purchase, sale, issue or cancellation of the Company'sown equity shares. Corresponding amount of security premium is reduced from otherequity.
d) Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognitionof impairment loss on the following financial assets and credit risk exposure:
1. Financial assets that are debt instruments, and are measured at amortised cost e.g.,loans, debt securities, deposits, trade receivables and bank balance
2. Financial assets that are debt instruments and are measured as at FVTOCI
3. Lease receivables
4. Trade receivables or any contractual right to receive cash or another financial asset.
5. Loan commitments which are not measured as at FVTPL
6. The Company follows 'simplified approach' for recognition of impairment lossallowance on trade receivables or contract revenue receivables; and all leasereceivables.
The application of simplified approach does not require the Company to track changes incredit risk rather; it recognises impairment loss allowance based on 12 months ECLs ateach reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, theCompany determines that whether there has been a significant increase in the credit risksince initial recognition. If credit risk has not increased significantly, 12-month ECL is usedto provide for impairment loss. However, if credit risk has increased significantly, lifetimeECL is used. If, in a subsequent period, credit quality of the instrument improves such thatthere is no longer a significant increase in credit risk since initial recognition, then theentity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default eventsover the expected life of a financial instrument. The 12-month ECL is a portion of thelifetime ECL which results from default events that are possible within 12 months after thereporting date.
A Initial recognition and measurement:
All financial liabilities are recognized initially at fair value and in case of loans andborrowings and payables, net of directly attributable cost. Fees of recurring nature aredirectly recognised in statement of profit and loss as finance cost.
B Subsequent measurement:
Financial liabilities are subsequently carried at amortized cost using the effective interestmethod. For trade and other payables maturing within one year from the balance sheetdate, the carrying amounts approximate fair value due to the short maturity of theseinstruments.
a) Loans and borrowings
After initial recognition, interest bearing loans and borrowings are subsequently measuredat amortized cost using the effective interest rate (EIR) method. Gains and losses arerecognized in statement of profit and loss when liabilities are derecognized. Amortizedcost is calculated by taking into account any discount or premium on acquisition and feesor costs that are an integral part of the EIR. The EIR amortization is included as financecost in the statement of profit and loss.
b) Compound Financial Instruments
At the issue date the fair value of the liability component of a compound instrument isestimated using the market interest rate for a similar non-convertible instrument. Thisamount is recorded as a liability at amortised cost using the effective interest methoduntil extinguished upon conversion or at the instrument's redemption date. The equitycomponent is determined as the difference of the amount of the liability component fromthe fair value of the instrument. This is recognised in equity, net of income tax effects, andis not subsequently re-measured.
iii) De-recognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flowsfrom the financial asset expire or it transfers the financial asset and the transfer qualifiesfor de-recognition under Ind AS 109. A financial liability (or a part of a financial liability)is derecognized from the Company's balance sheet when the obligation specified in thecontract is discharged or cancelled or expires.
iv) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in thebalance sheet when and only when, the Company currently has a legally enforceable rightto set off the amounts and it intends either to settle them on a net basis or to realise theasset and settle the liability simultaneously.
v) Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses a varietyof methods and assumptions that are based on market conditions and risks existing ateach reporting date. The methods used to determine fair value include discounted cashflow analysis, EV / EBIDTA method and available quoted market prices. All methods ofassessing fair value result in general approximation of value, and such value may vary fromactual realization on future date.
vi) Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date on whicha derivative contract is entered into and are subsequently re-measured at fair value.Derivatives are carried as financial assets when the fair value is positive and as financialliabilities when the fair value is negative. Any gains or losses arising from changes inthe fair value of derivatives are taken directly to statement of profit and loss, except forthe effective portion of cash flow hedges which is recognised in Other ComprehensiveIncome and later to statement of profit or loss when the hedge item effects profit or lossor treated as basis adjustment if a hedged forecast transaction subsequently results in therecognition of a non-financial assets or non-financial liability.
(xx) Non-current assets held for sale/ distribution to owners and discontinued operations:Non-current assets (or disposal groups) are classified as held for sale if their carrying amountwill be recovered principally through a sale transaction rather than through continuing use anda sale is considered highly probable. They are measured at the lower of their carrying amountand fair value less cost to sell, except for assets such as deferred tax assets, assets arising fromemployee benefits, financial assets and contractual rights under insurance contracts, which arespecifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the assets (ordisposal group) to fair value less cost to sell. A gain is recognised for any subsequent increasesin fair value less cost to sell of an asset (or disposal group), but not in excess of any cumulativeimpairment loss previously recognised. A gain or loss not previously recognised by the date ofthe sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.Non-current assets (including that are part of a disposal group) are not depreciated oramortised while they are classified as held for sale. Interest and other expenses attributableto the liabilities of a disposal group classified as held for sale continue to be recognised. Non¬current assets classified as held for sale are presented separately from the other assets inthe balance sheet. The liabilities of a disposal group classified as held for sale are presentedseparately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classifiedas held for sale and that represents a separate major line of business or geographical areaof operations, is part of a single co-ordinated plan to dispose of such a line of business orarea of operations, or is a subsidiary acquired exclusively with a view to resale. The results ofdiscontinued operations are presented separately in the statement of profit and loss.
(xxi) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided tothe chief operating decision maker. The chief operating decision maker monitors the operatingresults of its business Segments separately for the purpose of making decision about theresources allocation and performance assessment. Segment performance is evaluated basedon the profit or loss and is measured consistently with profit or loss in the standalone financialstatements. The operating segments have been identified on the basis of the nature of products/services.
In preparing these standalone financial statements, management has made judgments, estimatesand assumptions that affect the application of the Company's accounting policies and the reportedamounts of assets, liabilities, income and expenses, and the accompanying disclosures, and thedisclosure of contingent liabilities. Management believes that the estimates used in the preparationof the standalone financial statements are prudent and reasonable. Actual results may differ fromthese estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisionsto accounting estimates are recognised prospectively.
The Company uses the following critical accounting judgements, estimates and assumptions inpreparation of its standalone financial statements:i) Depreciation and useful lives of property plant and equipment
Property, plant and equipment are depreciated over the estimated useful lives of the assets,after taking into account their estimated residual value. Management reviews the estimateduseful lives and residual values of the assets annually in order to determine the amount ofdepreciation to be recorded during any reporting period. The useful lives and residual valuesare based on the Company's historical experience with similar assets and take into accountanticipated technological changes. The depreciation for future periods is adjusted if there aresignificant changes from previous estimates.
The cost of the leave encashment, defined benefit plan and other post-employment benefitsand the present value of such obligation are determined using actuarial valuations. An actuarialvaluation involves making various assumptions that may differ from actual developments in thefuture. These include the determination of the discount rate, future salary increases, mortalityrates and attrition rate. Due to the complexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitive to changes in these assumptions. Allassumptions are periodically reviewed at each reporting date.
iii) Recoverability of trade receivable:
Judgements are required in assessing the recoverability of overdue trade receivables anddetermining whether a provision against those receivables is required. Factors consideredinclude the credit rating of the counterparty, the amount and timing of anticipated futurepayments and any possible actions that can be taken to mitigate the risk of non-payment.
iv) Provisions:
Provisions and liabilities are recognized in the period when it becomes probable that there willbe a future outflow of funds resulting from past operations or events and the amount of cashoutflow can be reliably estimated. The timing of recognition and quantification of the liabilityrequire the application of judgement to existing facts and circumstances, which can be subjectto change. Since the cash outflows can take place many years in the future, the carrying amountsof provisions and liabilities are reviewed regularly and adjusted to take account of changingfacts and circumstances.
v) Impairment of non-financial assets:
The Company assesses at each reporting date whether there is an indication that an asset maybe impaired. If any indication exists, or when annual impairment testing for an asset is required,the Company estimates the asset's recoverable amount. An asset's recoverable amount isthe higher of an asset's or CGU's fair value less costs of disposal and its value in use. It isdetermined for an individual asset, unless the asset does not generate cash inflows that arelargely independent of those from other assets or groups of assets. Where the carrying amountof an asset or CGU exceeds its recoverable amount, the asset is considered impaired and iswritten down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present valueusing pre-tax discount rate that reflects current market assessments of the time value of moneyand the risks specific to the asset. In determining fair value less costs of disposal, recent markettransaction are taken into account, if no such transactions can be identified, an appropriatevaluation model is used.
vi) Impairment of financial assets:
The impairment provisions for financial assets are based on assumptions about risk of defaultand expected cash loss rates. The Company uses judgement in making these assumptions andselecting the inputs to the impairment calculation, based on history, existing market conditionsas well as forward looking estimates at the end of each reporting period.
vii) Fair value measurement of financial instruments:
The fair values of financial instruments that are not traded in an active market and cannot bemeasured based on quoted prices in active markets are determined using valuation techniquesincluding the EV/EBITDA method and Discounted Cash Flow (DCF) model. The Company uses itsjudgment to select a variety of methods and make assumptions that are mainly based on marketconditions at regular intervals. The inputs to these models are taken from observable marketswhere possible, but where this is not feasible, a degree of judgment is required in establishingfair values. Judgments include considerations of inputs such as liquidity risk, credit risk andvolatility. Changes in assumptions about these factors could affect the reported fair value offinancial instruments.
viii) Deferred tax
Deferred tax assets are recognised for unused tax losses (carry forward of earlier years' losses)and unused tax credit to the extent that taxable profit would probably be available against whichthe losses and tax credit could be utilised. Significant judgement is required to determine theamount of deferred tax assets that can be recognised, based upon the likely timing and thelevel of future taxable profits together with future tax planning strategies. The Company reviewsthe carrying amount of deferred tax assets and liabilities at each balance sheet date withconsequential change being given effect to in the year of determination.
ix) Classification of 0.01% Compulsorily Convertible Preference Shares ("CCPS”)
The Company has issued 0.01% Compulsorily Convertible Preference Shares ("CCPS”) pursuantto the approved Resolution Plan entered into with the lenders of the Company. The CCPSare rupee denominated, cumulative, participating, unlisted, mandatorily and compulsorilyconvertible preference shares containing certain features including cumulative coupon/dividend, conversion into equity shares, put/call option rights and buyback related clauses.
The management has evaluated the classification of the aforesaid instrument in accordance withthe principles prescribed under Indian Accounting Standards Ind AS 32 - Financial Instruments:Presentation, including paragraphs 15, 16 and 22 thereof, which require classification of afinancial instrument based on the substance of the contractual arrangement and not merely itslegal form.
Based on the overall terms of the approved Resolution Plan and the contractual rights andobligations attached to the instrument, the management has concluded that the CCPS are, insubstance, equity instruments. While the CCPS contain a cumulative coupon/dividend feature of0.01% per annum, the management has assessed that the aforesaid dividend feature is merelyincidental to the legal form requirements applicable to preference shares and the financialimpact of such dividend obligation over the tenure of the instrument is negligible and notmaterial to the standalone financial statements. Accordingly, the Company has not separatelyrecognised any liability component in respect of the aforesaid dividend feature and the entireinstrument has been classified and presented as Equity in the standalone financial statements.The management has further evaluated the put/call option and buyback related clausesattached to the CCPS and noted that such rights are contingent in nature and exercisableonly subject to availability of surplus funds and compliance with applicable provisions of theCompanies Act, 2013. Accordingly, the management has concluded that the aforesaid clausesdo not create any substantive unavoidable contractual obligation requiring separate financialliability classification under Ind AS 32.
The management has also considered the commercial substance of the conversion featureattached to the CCPS. The conversion price cap of ' 5.12 per equity share is significantly lowerthan the prevailing market price of the Company's equity shares as at the reporting date andaccordingly the conversion feature provides substantial equity participation upside to the holdersof CCPS. In the management's assessment, the put option rights attached to the CCPS areprotective and contingent in nature, whereas the overall commercial substance and economicintent of the arrangement is aligned towards long-term equity participation through conversioninto equity shares of the Company.
x) Insurance claims
Recognition of insurance claim receivables involves significant judgement regarding admissibilityand expected realisation of claims. The Company assesses the amount recoverable basedon policy terms, surveyor assessments, status of claim discussions with insurers and pastexperience of successful settlement of similar claims. Actual settlement may differ from theamount recognised.
xi) Lease
The Company applies judgement in determining whether an arrangement contains a lease andin assessing lease classification. Significant assumptions include determination of lease term,likelihood of exercising renewal/termination options and assessment of transfer of risks andrewards in lessor arrangements. Based on the nature and tenure of underlying arrangements,management has concluded that such leases qualify for the practical expedients availableunder Ind AS 116 and accordingly lease payments are recognised as an expense over the leaseterm.
xii) Material uncertainty about going concern:
In preparing financial statements, management has made an assessment of Company's abilityto continue as a going concern. Standalone financial statements are prepared on a going concernbasis. The Management is aware, in making its assessment, of material uncertainties related toevents or conditions that may cast significant doubt upon the Company's ability to continue as agoing concern. Further details on going concern are disclosed in note no.51.
In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign ExchangeRates, applicable with effect from April 1, 2025. The Company has evaluated the amendment andconcluded that the same does not have any impact on its standalone financial statements.
In August 2025, MCA notified amendments to Ind AS 7 - Statement of Cash Flows and Ind AS 107- Financial Instruments: Disclosures, applicable with effect from April 1, 2025. The amendmentsrequire disclosure of supplier finance arrangements, including their nature, carrying amount ofrelated liabilities and range of payment due dates. Further, Ind AS 107 includes supplier financearrangements as a factor that may give rise to concentration of liquidity risk. The Company hasevaluated the amendments and determined that they do not have any material impact on itsstandalone financial statements.
MCA also notified amendments to Ind AS 12 - International Tax Reform - Pillar Two Model Rules,effective immediately. The amendments provide a temporary mandatory exception from accountingfor deferred taxes arising from implementation of the Pillar Two model rules and require specifiedrelated disclosures. The Company does not have any impact of the said amendment on its standalonefinancial statements.
6.1 Refer Note 45 for details of the fair valuation methodology and related disclosures.
6.2 During the year, Lalitpur Power Generation Company Limited ("LPGCL"), a group company, announcedbuyback of its equity shares through the Letter of Offer / Tender Offer route at a price of ' 938.75per share. Pursuant thereto, the Company tendered 67,19,573 equity shares held as investment andreceived consideration aggregating to ' 630.80 crores.
Further, during the year, the Company entered into a definitive and irrevocable share purchaseagreement for sale of its investment comprising 275,000 equity shares of LPGCL ("Sale Shares") foran aggregate consideration of ' 28.11 crore, which has been fully received by the Company. Pursuantto the terms of the agreement, beneficial ownership together with associated risks and rewards inrespect of the Sale Shares has been transferred to the buyer with effect from the execution date of theagreement. Accordingly, the Company has recognised the sale/disposal of the aforesaid investmentduring the year ended 3l March 2026.
(e) Details of shares allotted without payment being received in cash during five years immediatelypreceding the Balance Sheet date are given below:
(i) Pursuant to the obligations on the Promoters of the Company under the Master RestructuringAgreement executed with the lenders on December 30, 2014, the promoters / promoter groupentity given an unsecured loan of ' 200 crore to the Company during the period from November13, 2014 to September 24, 2015. As per request of the Promoters, consortium of lenders grantedtheir approval for the conversion of loan into equity shares of the Company. Pursuant to theapproval of the shareholders of the Company in the extra ordinary general meeting held on July15, 2021, the board of directors at its meeting held on July 20, 2021, has allotted, 14,38,00,000equity shares at a price of ' 13.28 per share (including premium of ' 12.28 per share) topromoters / promoter group entity aggregating to ' 190,96,64,000 on conversion of loan.
(ii) Pursuant to the approved resolution plan and the framework agreement entered into with thelenders for restructuring of the outstanding Optionally Convertible Debentures (OCDs) andrelated financial obligations, including Yield to Maturity (YTM) and Right of Recompense (RoR),the Company increased its authorised share capital from ' 500 crore comprising 500 crore equityshares of Re. 1 each, to ' 13,000 crore comprising (i) ' 3,000 crore divided into 3,000 crore equityshares of Re. 1 each, and (ii) ' 10,000 crore divided into 10,000 crore Compulsorily ConvertiblePreference Shares (CCPS) of Re. 1 each, in accordance with the applicable provisions of theCompanies Act, 2013.
During the year ended March 31, 2026, the subscribed and paid-up equity share capital ofthe Company increased from ' 127,73,59,942 comprising 127,73,59,942 equity shares of Re.1 each to ' 237,39,42,476 comprising 237,39,42,476 equity shares of Re. 1 each, pursuant tothe allotment of 109,65,82,534 equity shares of Re. 1 each to the lenders, at a premium of' 4.12 per share, under the approved restructuring framework. Consequently, the shareholdingof the promoters/promoter group reduced from 24.95% to 13.43%. Further, the Company issued28,10,88,20,184 Compulsorily Convertible Preference Shares (CCPS) of face value Re. 1 each,aggregating to ' 2,810.88 crore, to the lenders in accordance with the approved resolution plan.Refer note 20.2 for detail.
The equity shares and CCPS allotted to the lenders under the approved restructuring frameworkon preferential basis shall remain subject to lock-in requirements as prescribed under theapplicable provisions of the SEBI ICDR Regulations.
A) Terms/ rights of equity shares:-
The Company has one class of equity shares having par value of Re.1/- per share. All equityshares are ranking pari passu in all respects including dividend. In the event of liquidation ofthe Company, the holders of the equity shares will be entitled to receive the realised value of theassets of the Company, remaining after payment of all preferential dues. The distribution will bein proportion to the number of equity shares held by the shareholders.
B) Terms/ rights of preference shares:-
The Company has one class of Compulsorily Convertible Preference Shares ("CCPS") of facevalue Re. 1 each issued pursuant to the approved debt restructuring arrangement entered intowith the lenders of the Company. The CCPS are rupee denominated, cumulative, participating,
unlisted, mandatorily and compulsorily convertible preference shares and rank pari passu interse, including with respect to payment of dividend.
The CCPS carry a mandatory fixed cumulative coupon/dividend at the rate of 0.01% per annum.The coupon/dividend is payable annually on the last day of each financial year. The holdersof CCPS are entitled to participate in surplus assets and profits of the Company along withequity shareholders in accordance with the terms of issue. In the event of liquidation of theCompany, the holders of CCPS shall be entitled to receive, out of the realised assets of theCompany remaining after settlement of all preferential dues, payment in priority to the equityshareholders and in proportion to the number of CCPS held by them. The holders of CCPSshall not have any voting rights other than such voting rights as are specifically available topreference shareholders under the Companies Act, 2013.
The CCPS are compulsorily convertible into equity shares of the Company upon occurrence ofspecified conversion events and mandatorily on or before 31 March 2045 in accordance withthe terms of issue. The conversion ratio shall be determined based on the face value of CCPSdivided by the applicable conversion price, subject to a conversion price cap of ' 5.12 per equityshare. Under the terms of issue, the holders of CCPS have been granted a right to requirepurchase of the CCPS after 31 March 2035, exercisable subject to availability of surplus / excesscash flows and compliance with applicable provisions of the Companies Act, 2013 relating tobuyback of securities. The Company also has a discretionary right to purchase the CCPS onmutually agreed terms and in accordance with applicable law.
(i) The Company held a beneficial interest in BHL Security Trust, which held 3,11,00,000 equity sharesof the Company of face value ' 1 each, allotted pursuant to the amalgamation of its erstwhilesubsidiary, Bajaj Hindusthan Sugar and Industries Limited, in 2010. In accordance with Ind AS 32,Financial Instruments: Presentation, these shares were treated as treasury shares and presented asa deduction from equity. The excess of the carrying amount of such shares over their face value hadbeen adjusted against Securities Premium.
During the year ended March 31, 2026, the aforesaid 3,11,00,000 treasury shares held through BHLSecurity Trust, identified as non-core assets under the approved restructuring framework by theconsortium of lenders, were sold through SBICAP Securities Limited, the transaction executionagent appointed by the lenders. The shares were sold at an average price of ' 21.97 per share,resulting in total realisation of ' 68.31 crore. Consequent thereto, the face value amounting to ' 3.11
crore has been recognised under Equity Share Capital and the balance amount of ' 64.73 crore, netof brokerage and related transaction expenses, has been credited to Securities Premium. Amountreceivable from BHL Security Trust of ' 67.84 crore has been shown as other current financial assets.(refer note 14)
Additionally the Company had formed an ESOP trust under the ESOP scheme. The Company hadgiven an advance of ' 8.69 crore to the ESOP Trust, which holds 17,80,000 equity shares. Face value ofthese shares are treated as treasury shares as per Ind AS 32 - "Financial Instruments - Presentation”and shown as reduction from equity. Excess of carrying value of these shares over the face value isreduced from securities premium.
(j) Shares reserved for issue upon conversion of outstanding convertible securities
As at 31 March 2026, the Company has outstanding 32,15,30,423 Optionally Convertible Debentures("OCDs'') of face value of ' 100 each and 28,10,88,20,184 CCPS of face value of ' 1 each outstandingissued pursuant to the approved debt restructuring / resolution framework entered into with thelenders of the Company.
As at 31 March 2026, equity shares aggregating up to 7,66,83,94,342 equity shares are reserved forissuance upon conversion of the aforesaid outstanding OCDs and CCPS. The actual number of equityshares to be allotted upon conversion shall be determined in accordance with the applicable termsof conversion prevailing on the date of actual conversion.
For the purpose of determining the number of equity shares reserved for issue on conversion ofthe outstanding OCDs, the Company has considered a conversion price of ' 14.76 per equity share,being the price for issue of equity shares under the approved restructuring framework in accordancewith the applicable pricing guidelines under the RBI circular dated 8 June 2015 on Strategic DebtRestructuring Scheme read with Regulation 70(5) of the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations, 2015.
For the purpose of determining the number of equity shares reserved for issue on conversion of theoutstanding CCPS, the company considered a conversion price of ' 5.12 per equity share, being theconversion price at which equity shares were issued during the current year pursuant to conversionof accrued YTM and allotment of CCPS/equity shares to the lenders under the approved ResolutionPlan.
(k) terms of any securities convertible into equity shares issued along with the earliest date ofconversion in descending order starting from the farthest such date
The Company has outstanding 0.01% Compulsorily Convertible Preference Shares ("CCPS”) and0.20% Optionally Convertible Debentures ("OCDs”) issued pursuant to the approved debt restructuring/ Resolution Plan entered into with the lenders of the Company. Refer note 18(g) for terms of CCPSand note 20.2 for terms of OCDs.
The earliest date of conversion for the aforesaid securities is as under:
(i) CCPS - convertible upon expiry of lock-in period of one year from the date of allotment andmandatorily on or before 31 March 2045
(ii) OCDs - convertible at the option of lenders upon occurrence of events of default
20.2 The Company had issued 34,83,24,626 unlisted, unrated, redeemable optionally convertibledebentures ("OCDs") of ' 100 each, aggregating to ' 3,483.25 crore, on December 18, 2017, to thelenders under the Scheme for Sustainable Structuring of Stressed Assets (S4A). Under the originalterms, the OCDs were redeemable in 13 equal annual instalments commencing from March 31, 2025,and carried a structured coupon along with a redemption premium linked to the weighted averagecost to ensure no net present value loss to the lenders.
The Company was unable to service the first instalment of the OCDs and the related couponobligations due on March 31, 2025. Accordingly, the Company submitted a resolution plan to theconsortium of lenders under the Reserve Bank of India Prudential Framework for Resolutionof Stressed Assets dated June 7, 2019. Pursuant thereto, the lenders executed an Inter-CreditorAgreement ("ICA") on April 28, 2025, and the resolution plan was subsequently approved by all thelenders. The restructuring agreement, namely the Framework Agreement, with the lenders wasexecuted on March 26, 2026 and, in respect of Bank of India, approval to the Resolution Plan wasaccorded vide sanction letter dated March 30, 2026 and the Deed of Accession to the FrameworkAgreement was executed on April 1, 2026. Accordingly, upon completion of the stipulated conditionsprecedent, the resolution plan became effective from April 1, 2025.
As part of the condition's precedent to the restructuring, promoters/promoter group entities infused' 1,000 crores into the Company. Of this, ' 630.80 crore was brought in through buyback of 67,19,573equity shares of Lalitpur Power Generation Company Limited ("LPGCL") held by the Company, andthe balance ' 369.21 crore was infused by LPGCL in the form of an inter coporate deposit, proposedto be converted into equity or an equity-like instrument, subject to applicable approvals andcompliances. These funds were utilised towards repayment of the first instalment of OCDs, overduecoupon obligations and part repayment of the Yield to Maturity ("YTM") obligation.
The principal terms of the approved restructuring are set out below:
a. After repayment of the first instalment of ' 267.94 crore, the outstanding OCD liability of' 3,215.31 crore continues as the same instrument, subject to revised terms and conditions.
b. The coupon rate on the OCDs stands revised to 0.20% per annum from the earlier rate of 2.50%per annum.
c. No further YTM shall accrue on the outstanding restructured OCDs.
d. The revised repayment schedule provides for repayment of the OCDs in 10 annual instalmentscommencing from March 31, 2031, and ending on March 31, 2040, after a moratorium period offive years.
e. Under the applicable restructuring documents, upon the occurrence of specified events ofdefault, the lenders have the right to convert the outstanding OCDs, in whole or in part, intoequity shares of the Company.
f. The accrued YTM obligation amounting to ' 3,584.95 crore as of March 31, 2025, has beenrecognised as prior period error (refer note 54). Out of the aforesaid amount, ' 645.09 crore,including related tax deduction at source obligations, was paid during the year and the balancewas settled in the following manner:
i) ' 570.01 crore was converted into equity share capital through issuance of 1,11,33,06,099equity shares of face value ' 1 each at an issue price of ' 5.12 per share, including securitiespremium of ' 4.12 per share. The aforesaid allotment includes 1,67,23,565 equity sharesallotted to Bank of India on April 1, 2026.
ii) The balance YTM liability of ' 2,369.85 crore was settled through issuance of 23,69,85,06,606compulsorily convertible preference shares ("CCPS") of face value ' 1 each carrying acoupon dividend of 0.01% per annum. The aforesaid allotment includes 35,59,90,361 CCPSallotted to Bank of India on April 1, 2026.
g. The accrued Right of Recompense ("RoR") payable to the lenders amounting to ' 485.60 croreas of March 31, 2025, in accordance with the terms of the Master Restructuring Agreementexecuted in December 2014 under the Joint Lenders' Forum restructuring framework, wassettled through conversion into 485,59,80,947 CCPS of face value ' 1 each. The aforesaidallotment includes 8,96,77,008 CCPS allotted to Bank of India on April 1, 2026. The accrued RoRhas been recognised as a prior period error (refer note 54).
h. In respect of Bank of India (BOI), 1,67,23,565 equity shares aggregating to ' 8.57 crore and44,56,67,369 CCPS of face value Re. 1 each aggregating to ' 44.57 crore were allotted on April1, 2026. As the underlying conversion of YTM and RoR under the approved Resolution Plan hadbeen accepted by BOI prior to March 31, 2026 vide sanction letter dated March 30, 2026, theaggregate amount of ' 53.14 crore relating to the aforesaid allotment has been disclosed asShare Application Money Pending Allotment as at March 31, 2026.
i. The approved resolution plan also stipulates, inter alia, the following key covenants andconditions:
- The Company is required to monetise identified non-core assets aggregating to aminimum of ' 150 crores within two years from the implementation date of the resolutionplan. The proceeds from such monetisation are to be utilised towards repayment of theOCDs in inverse order of maturity. In case of any shortfall in the stipulated realisation frommonetisation of non-core assets, the promoters/promoter group entities are required toinfuse the shortfall amount within the prescribed timeline in accordance with the terms ofthe approved resolution plan.
- The Company is required to create and maintain a dedicated sinking fund for servicingcoupon and redemption obligations relating to the OCDs. From financial year 2026-27onwards, the Company is required to deposit amounts equivalent to the coupon obligationsinto such sinking fund, which may be invested in Government securities, Treasury Bills andother statutory liquidity ratio (SLR) securities approved by the lenders.
The Optionally Convertible Debentures ("OCDs") issued to the banks are secured on a first pari passubasis by way of mortgage/hypothecation over the entire immovable and movable property, plant andequipment of the Company, both present and future, and further secured by a first pari passu chargeby way of hypothecation over all current assets of the Company, both present and future.
The aforesaid borrowings are additionally secured by personal guarantee of the Chairman (Promoter),corporate guarantees provided by promoter group company, Bajaj International Realty PrivateLimited, and subsidiary company, Phenil Sugars Limited, pledge of the entire shareholding heldby the promoters in the Company, pledge of 21,82,870 equity shares of Lalitpur Power GenerationCompany Limited ("LPGCL') held by the Company and pledge of 3,63,00,011 equity shares of BajajEnergy Private Limited held by a promoter group company. Further secured by first pari-passucharge over the Property, plant and equipment of Phenil Sugars Limited ("PSL"), a subsidiary of theCompany. Additionally, equitable mortgage over the land owned by PSL shall be created in favourof the lenders / debenture trustee in the event the envisaged monetisation of identified non-coreassets, including sale of land, building and plant & machinery owned by PSL, is not completed withintwo years from the implementation date of the approved Resolution Plan.
All the aforesaid charges have been duly created and filed with the Registrar of Companies ("ROC").There are no charges or satisfactions pending for registration with the ROC beyond the statutoryperiod.
Bajaj Energy Private Limited, a group company, has provided an irrevocable, unconditional andcontinuing corporate guarantee in favour of the Debenture Trustee of an aggregate limit of ' 300crore and annual limit of ' 150 crore per financial year up to Financial Year 2031-32, towards ensuringcompliance with the financial and capital expenditure covenants stipulated under the frameworkagreements.
In accordance with the terms of the debt restructuring approved by the lenders, the Promotershad infused an amount of ' 200 crore as unsecured loans in lieu of their stipulated contribution. Inaccordance with Ind AS 32, this amount has been classified as a compound financial instrument andbifurcated into ' 64.22 crore as debt and ' 135.78 crore as equity, based on a discounted cash flowmethod using a discount rate of 12% per annum over a tenure of 10 years. This loan carries an optionto convert into equity shares or similar instruments of the Company.
Further, under the S4A Scheme, the Promoter Group transferred 11,99,87,344 equity shares tolenders towards partial settlement of the unsustainable debt. The corresponding consideration of' 11.99 crore has been recognised as an unsecured loan from the Promoters. In accordance with IndAS 32, this has been classified as a compound financial instrument and bifurcated into ' 10.76 crore
as debt and ' 1.24 crore as equity, based on a discounted cash flow method using a discount rate of12% per annum over a tenure of 20 years.
The unwinding of discount on the aforementioned loans is recognised in the Statement of Profit andLoss over the respective loan tenures.
During the financial year 2021-22, a portion of the above loan amounting to ' 190.97 crore wasconverted into equity shares of the Company upon approval of the lenders. Refer Note 18 (e) forfurther details.
During the current financial year, consequent to the restructuring of outstanding OCDs andconsidering the binding repayment restrictions under the restructuring arrangement, whereby theCompany is not permitted to repay the promoter loan prior to settlement of the OCD obligations, themanagement reassessed the expected repayment tenure of the outstanding promoter loan balanceof ' 9.03 crore. Accordingly, the liability component has been remeasured based on discounted cashflow method considering an additional tenure of 10 years. Pursuant to such reassessment, theliability component amounting to ' 2.25 crore has been recognised at present value and the resultantadjustment of ' 6.79 crore has been adjusted against the equity component of the compound financialinstrument in accordance with Ind AS 32.
23.1 Pursuant to the restructuring arrangement entered into during the year, the Company has receivedunsecured inter corporate deposit (ICD) aggregating to ' 369.21 crores from M/s Lalitpur PowerGeneration Company Limited (LPGCL), a group entity, in the nature of promoter contribution. ThisICD is non-interest bearing, not repayable in cash and is contractually required to be settled onlythrough issuance of equity shares or equity like instruments, including CCPS, in accordance withapplicable SEBI regulations and valuation guidelines prevailing at the time of conversion.
Since the conversion price and number of securities to be issued will be determined at the timeof conversion based on applicable regulatory pricing guidelines, the arrangement does not satisfythe "fixed-for-fixed" criterion prescribed under Ind AS 32 - Financial Instruments: Presentation.Accordingly, the ICD has not been classified as equity and are presently classified as financialliabilities measured at amortised cost in accordance with Ind AS 109. Management expectsconversion of the said ICD into equity/equity-like instruments within a short period of time.
This is a defined benefit plan and statutory liability of the Company. The Company has to pay theGratuity to the employees as per the provisions of Code on Social Security 2020 irrespective of theavailability of the funds with the Gratuity Fund.
The Gratuity liability is computed on actuarial valuation basis done at year end using the projectunit credit method is provided for in the books of account and is based on a detailed working doneby a certified actuary. Past service cost is recognized immediately to the extent that the benefits arealready vested.
The estimates of rate of escalation in salary considered in actuarial valuation, take into accountinflation, seniority, promotion and other relevant factors including supply and demand in theemployment market. The above information is certified by the actuary.
The Company manages Gratuity obligation through Trust. The Company arranges the fund based onthe actuarial valuation and requirement of the Trust.
The expected contributions for Defined Benefit Plan for the next financial year will be '40.84 crore(PY '27.30 crore).
The average duration of the defined benefit plan obligation at the end of the period is 3.95 (PY 4.27).These gratuity plan typically expose the company to actuarial risks such as: investment risk, interestrisk, longevity risk and salary risk.
The present value of the defined benefit plan liability is calculated using a discount rate which isdetermined by reference to market yields at the end of the reporting period on government bonds.For other defined benefit plans, the discount rate is determined with reference to market yield atthe end of reporting period on high quality corporate bonds when there is a deep market for suchbonds; if the return on plan asset is below this rate, it will create a plan deficit.
A decrease in the bond interest rate will increase the plan liability; however, this will be partiallyoffset by an increase in the return on the plan debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimateof the mortality of plan participants both during and after their employment. An increase in the lifeexpectancy of the plan participants will increase the plan's liability.
Salary risk
The present value of the defined plan liability is calculated by reference to the future salaries ofplan participants. As such, an increase in the salary of the plan participants will increase the plan'sliability.
The Company's contribution are made to a Employee Provident Fund Trust. The interest rate payableby the trust to the beneficiaries is notified by the Government. The Company has an obligation tomake good the shortfall, if any, between the return on the investments of the trust and the notifiedinterest rate. The actuary has provided a valuation based on the below provided assumptions andthere is no shortfall as at March 31, 2026.
The Company's activities expose it to credit risk, liquidity risk and market risk. This note explains thesources of risks which the entity is exposed to and how it mitigates that risk.
Credit risk arises from the possibility that counter party may not be able to settle their obligationsas agreed. The Company is exposed to credit risk from trade receivables loan given, advancesand deposits with banks. To manage this, the Company periodically assesses the financialreliability of customers, taking into account loan given factors such as credit track record in themarket and past dealings with the Company for extension of credit to customers. The Companymonitors the payment track record of the customers. Outstanding customer receivables areregularly monitored. Concentrations of credit risk are limited as a result of the Company's largeand diverse customer base. The Company has also taken advances and security deposits fromits customers / agents, which mitigate the credit risk to an extent. The ageing of trade receivableis given in note 10.4
Following table summarizes the change in loss allowances measured using life time expectedcredit loss model. No significant changes in the estimation techniques or assumption weremade during the period.
The Company considers factors such as track record, size of the institution, market reputationand service standards to select the comparative banks with which loan/ term deposits aremaintained. Generally, term deposits are maintained with banks with which Company has alsoavailed borrowings.
Liquidity risk is the risk that a Company may encounter difficulties in meeting its obligationsassociated with financial liabilities that are settled by delivering cash or other financial assets.The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficientcash to meet operational needs. The table below provides undiscounted cash flows towardsfinancial liabilities into relevant maturity based on the remaining period at the balance sheet tothe contractual maturity date.
The Company is exposed to the risk of movements in interest rates, inventory price and foreigncurrency exchange rates that affects its assets, liabilities and future transactions.
i) Interest rate risk
The Company's exposure to interest rate risk arises from fluctuations in fair value or futurecash flows of financial instruments due to changes in market interest rates. The Company'sborrowings comprise only Optionally Convertible Debentures (OCDs), carrying a fixed couponrate of 0.20% per annum (PY 2.50% p,a, and applicable YTM) and loan from promoters.Accordingly, the Company is not exposed to material cash flow interest rate risk, as there are nofloating rate borrowings outstanding as at the reporting date.
Consequently, sensitivity to changes in market interest rates on the floating rate portion ofborrowings is not applicable to the Company.
ii) Inventory Price risk
The Company is exposed to the movement in price of principal finished product i.e. sugar &alcohol. Prices of the sugar cane is fixed by government. Generally, sugar production is carriedout during sugar cane harvesting period from November to April. Sugar is sold throughout theyear which exposes the sugar inventory to the movement in the price. The Company monitors thesugar prices on daily basis and formulates the sales strategy to achieve maximum realisation.The sensitivity analysis of the change in sugar price on the inventory as at year end, other factorsremaining constant in given in table below:
Financial instruments measured at fair value can be divided into three levels for determining and
disclosing the fair value of financial instruments by valuation technique.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities,
Level 2 - Inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices),
Level 3 - Inputs for the asset or liability that are not based on observable market data.
Following methods and assumptions are used to estimate the fair values:
a) Fair value of cash and short term deposits, trade and other short term receivables, tradepayables, other current liabilities and short term borrowings carried at amortised cost is notmaterially different from it's carrying cost largely due to short term maturities of these financialassets and liabilities.
b) Financial instruments with fixed and variable interest rate fall within level 2 of the fair valuehierarchy and are evaluated by Company based on parameters such as interest rate, creditrating or assessed credit worthiness.
c) Non-listed shares and other securities fall within level 2 of the fair value hierarchy. Valuationis based on the observable market approach EV/EBITDA multiple carried out by independentregistered valuer.
d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculatedon the basis of discounted future cash flows.
e) Unlisted debt instruments fall within level 3 of the fair value hierarchy. Valuation is based ondiscounted cash flow method.
Set out below is a comparison by class of the carrying amounts and fair value of the Company's
financial instruments that are recognised in the financial statements.
46 The Company holds investments aggregating ' 2,579.57 crore (Previous Year: ' 2530.58 crore) in itssubsidiaries, comprising equity investments, inter-corporate loans, and accrued interest thereonwhich are identified as non-core assets as per terms of Framework Agreement, and are required tobe recovered. Management is pursuing appropriate measures to facilitate the recovery of the carryingvalue of these exposures and remains confident about the realization of the same over a reasonableperiod. Further, in line with the principles of prudence and conservatism, the Company has deferredrecognition of interest income amounting to ' 112.43 crore (Previous Year: ' 112.43 crore).
47 The Company has not entered into any transactions with the companies struck off under 248 ofthe Companies Act 2013 or under section 560 of the Companies Act 1956, and does not carry anybalance/(s) outstanding to or from any such entity.
1 The expense relating to payments not included in the measurement of the lease liability is asfollows:
The Company has lease contracts for various items of land, buildings (including godowns),vehicles and other equipment used it its operations. The Company's obligation under its lease aresecured by lessor's title to the leased assets. The Company also has certain leases of godownsand vehicles with lease term of twelve months or less and leases of office equipment with lowvalue. The Company applies the 'short-term lease' and 'lease of low-value assets' recognitionexemptions for these leases. For long term lease arrangements the company comply with theIND AS 116 and recognise right of use asset (ROU); in the current year and previous year thereis no long term lease.
b Company as lessor
The Company has entered into operating leases for land, aircraft and sub-leases for officepremises. These leases have different terms depending upon the agreements with respectivelessees . All leases include a clause to enable revision of the rental charge on mutual basis onan annual basis according to prevailing market conditions. Rental income recognised by theCompany during the year is ' 6.25 Crore (previous year ' 6.21 Crore).
49 The Company and its erstwhile subsidiary Bajaj Hindusthan Sugar & Industries Limited (BHSIL,merged with the Company in 2010) had made requisite minimum capital investment and establishedan aggregate of 11 new sugar mills and 4 distillery units and also expanded capacity of sugar millsduring the years 2004 to 2008. All those mills were established & commercial production startedwithin the time prescribed under the policy i.e. 31st March' 2008.
As per the Sugar Industry Promotion Policy, 2004 (SIPP) announced by the Government of UttarPradesh, the Company was entitled to various benefits in the form of grant of certain exemptions/ incentives as also reimbursements of certain expenses and capital subsidy, available to theeligible entrepreneurs based on the requisite investments in setting up new mills and or on capacityexpansion of sugar units in state of U.P. On making the requisite investment within prescribed periodof implementation, the "Eligibility Certificate” has already been issued to the Company and furtherprocedural instructions have also been issued by the State authorities to file information througheach jurisdictional authority in the respective districts to allow the benefits to the 7 new sugar mills& 3 distilleries on starting their commercial production.
All the claims have been filed by the company within stipulated time as per the scheme. Till date theCompany has also availed & received partial benefits including reimbursement of capital subsidyamount. However, due to an abrupt withdrawal / discontinuation of policy in the year 2007, the balanceamount of benefits and the eligibility certificate and procedural instructions to file information inrespect of these 4 new sugar mills and one distillery and further for expansion of one mill of erstwhilesubsidiary BHSIL (subsequently merged with the Company) is held up.
Consequently, the Current Assets include a sum of ' 592.38 Crores towards the aforesaid claimsunder 2004 Policy. Since the authorities started denying the benefits so the Company challenged itin the Hon'ble High Court of Allahabad all such denial orders of the Government based on the abruptwithdrawal / discontinuing the policy with effect from 04.06.2007. Basically, the withdrawal of thepolicy w.e.f. 04.06.2007 was a preponing process of date of completion of projects i.e. 31.03.2008which otherwise was not relevant in the case of the Company since it has already completed theinstallation and started the commercial production within the prescribed date and became eligible toavail the benefits envisaged.
The Hon'ble High Court upheld the stand of the company and further held that the withdrawal ofSugar Promotion Policy was arbitrary and without the application of mind. The Government of U.P.preferred to file an SLP before the Hon'ble Supreme Court against the said orders of the Hon'ble HighCourt of Allahabad. The Hon'ble Supreme Court turned down the stand of the Government of U.P. anddeclined to interfere in the order of the Hon'ble High Court vide its order dated 07.03.2018. Given theseries of orders, and finally, from the Hon'ble Supreme Court, the Company again approached theState of U.P. for release of its claims and accordingly re-submitted the required claim papers again.
The Company regularly followed up with the State of U.P. for settlement of its claims, and because ofunreasonable delay in settlement of the Company's claims, the Company filed a contempt petition inthe Hon'ble Supreme Court. During the pendency of the contempt petition, the Principal Secretary ofU.P. (Sugar) declined the claim of the company on unfounded grounds.
In the contempt petition filed by the Company in Hon'ble Supreme Court, the court expressed the viewthat the matter involves issues which cannot be determined while exercising contempt jurisdiction.Hence the petitioner (the Company), may approach the Court having original jurisdiction for thematter. The company has filed the writ petition in the Hon'ble High Court of Allahabad; presently thematter sub-judice in the Hon'ble High Court of Allahabad.
In the above writ petition, on an application filed by the State of U.P, the Hon'ble High Court vide aninterim order dated 31.01.2023 has deferred the hearing of the above writ petition on the groundof pendency of civil appeal filed by State of UP against Mawana Sugar Limited before the Hon'bleSupreme Court, in which action of withdrawal of SIPP, 2004 is sub-judice.
Aggrieved by the order dated 31.01.2023, the Company has filed a Special Leave Petition before theHon'ble Supreme Court, in which the Hon'ble Supreme Court vide an Order dated 23.10.2024 grantedliberty to Company to file Contempt Petition.
Consequently, the Company has filed a Contempt Petition (Civil) against the Cane Commissionerand the Secretary to the Sugar Industry and Cane Development, U.P, before the Hon'ble SupremeCourt where the matter is sub judice. The management has evaluated the status of the ongoingproceedings and, based on discussion with its legal counsel, expects to realise the aforesaid claimtentatively within twelve months from the reporting date. Accordingly, the related amount has beenpresented under current assets in the standalone financial statements.
50 The Company is covered under section 135(1) of the Companies Act 2013. However the average netprofits of the Company during the three immediately preceding years is negative, accordingly CSRspending as mentioned in Section 135(5) is not applicable to the Company for the year 2025-26.
51 The Company reported positive EBITDA for the quarter and year ended March 31, 2026, and had apositive net worth as at that date. In earlier periods, the Company's operations and liquidity positionwere adversely affected by constrained availability of sugarcane and lower sugar recovery, primarilydue to delays in payment of cane dues, which led to a reduction in cane area and, consequently,adversely impacted operational cash flows.
During the year, the Company undertook various measures to improve its operational and financialperformance. Pursuant to implementation of the approved Resolution Plan (refer note 20.2), thesustainable debt has been repaid, and the unsustainable debt has been restructured. The restructuring,inter alia, provides for a moratorium of five years on repayment of OCDs, reduction in the coupon rateto 0.20% per annum and cessation of further accrual of YTM & RoR. These measures are expectedto reduce finance costs, improve liquidity and support operational improvements, including canedevelopment, improved sugar recovery and strengthening of overall operating efficiencies.
The lenders have also acknowledged the initiatives undertaken by the Company to improve plantefficiency, optimise energy usage and strengthen cane development activities. Further, the Companyis pursuing its claim aggregating approximately ' 1,961 crores (including interest up to March 31,2026) under the Sugar Industry Promotion Policy, 2004, which is presently sub judice. Managementexpects a favourable outcome in this matter, which would further strengthen the Company's financialposition and liquidity.
Having regard to the above factors, including implementation of the debt restructuring plan,improvement in liquidity position, operational improvements and the industry outlook, managementis of the view that the Company will be able to realise its assets and discharge its liabilities in thenormal course of business. Accordingly, these standalone financial statements have been preparedon a going concern basis.
Note
1 Current ratio: Current ratio improved due to reduction in current liabilities on account ofpayment / conversion of YTM and RoR obligations into equity or CCPS.
2 Debt equity ratio: Debt-equity ratio improved as YTM and RoR liabilities were converted intoequity / CCPS.
3 Debt service coverage ratio: Debt coverage ratio decreased due to payment of YTM, Istinstalment of OCD.
4 Return on equity ratio: Figures are not comparable as YTM and RoR obligations were recognisedas a prior period error in finance cost in FY 2024-25.
5 Trade Receivable Turnover Ratio: The ratio improved in the current year due to improvedrealisation from alcohol and sugar customers.
6 Net capital turnover ratio: Figures are not comparable as YTM and RoR obligations wererecognised as a prior period error resulting into increase in current liability of previous year.
7 Net profit ratio: Previous year net profit ratio changed due to restatement of previous year'sfinance cost on account of prior period error.
During the year ended March 31, 2026, the Company implemented the approved Resolution Planpursuant to which Yield to Maturity (YTM) obligations aggregating to ' 3,584.95 crore and Right ofRecompense (RoR) obligations aggregating to ' 485.60 crore arising under earlier restructuringarrangements were quantified and settled.
Historically, the Company had not recognised YTM obligations in its financial statements and haddisclosed the same as contingent liabilities. Further, under the Master Restructuring Agreement(MRA) and the restructuring framework implemented under the Joint Lenders' Forum ("JLF")mechanism, the lenders were entitled to a contractual Right of Recompense in respect of concessions,reliefs and sacrifices extended to the Company. In earlier years, management had assessed that theRoR obligation was contingent upon the occurrence of future events, including improvement in theCompany's financial performance and exercise of such rights by the lenders. Accordingly, the RoRobligation was disclosed as a contingent liability. The amount of potential recompense was capableof estimation and had been quantified and disclosed in the financial statements of earlier years.
During the course of implementation of the Resolution Plan, management undertook a detailedreassessment of the underlying contractual arrangements, including the MRA, restructuringdocumentation, lender communications and the basis on which the YTM and RoR obligations wereultimately quantified and settled. Based on such reassessment, management concluded that theResolution Plan did not create new YTM or RoR obligations but merely provided the mechanism forquantification and settlement of obligations arising from earlier restructuring arrangements.
Management further concluded that the underlying YTM and RoR obligations substantially relatedto earlier reporting periods and represented obligations arising from the concessions, reliefsand sacrifices granted by lenders under the restructuring framework. Accordingly, managementdetermined that the earlier non-recognition of such obligations did not appropriately reflect thesubstance of the underlying contractual arrangements and the economic obligations arisingtherefrom and therefore constituted a prior period error within the meaning of Ind AS 8 - AccountingPolicies, Changes in Accounting Estimates and Errors.
Management also assessed that recognition of the entire impact in the Statement of Profit andLoss for the year ended March 31, 2026 would not appropriately reflect the financial performanceof the current year, as the underlying obligations substantially related to earlier reporting periods.Accordingly, the Company has corrected the aforesaid prior period error by retrospectively restatingthe comparative financial information in accordance with Ind AS 8 and the recognition principlesprescribed under Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
Consequently, YTM aggregating to ' 2,885.39 crore and RoR aggregating to ' 429.64 crore relatingto periods up to March 31, 2024 have been adjusted against opening retained earnings as at April 1,2024. Further, YTM aggregating to ' 699.56 crore and RoR aggregating to ' 55.96 crore pertaining tothe year ended March 31, 2025 have been recognised in the comparative Statement of Profit and Lossas finance cost, with a corresponding increase in other financial liabilities.
As a result of the aforesaid retrospective restatement, opening retained earnings as at April 1,2024 stand reduced by ' 3,315.03 crore and finance cost for the year ended March 31, 2025 standsincreased by ' 755.52 crore. Comparative financial information, including earnings per share andother affected disclosures, has been restated accordingly.
Accordingly, comparative financial information for the year ended March 31, 2025 and openingbalances as at April 1, 2024 have been retrospectively restated. In accordance with Ind AS 1 -Presentation of Financial Statements, a third Balance Sheet as at April 1, 2024 has been presented.
The above tables present the impact of correction of the prior period error arising from non¬recognition of YTM and RoR obligations in earlier reporting periods. The corresponding adjustmentshave been reflected in the comparative financial information and related disclosures presented inthese standalone financial statements.
a) No funds (which are material either individually or in the aggregate) have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources or kindof 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 theIntermediary shall, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) No funds (which are material either individually or in the aggregate) have been received by theCompany from any person(s) or entity(ies), including foreign entities ('Funding Parties'), withthe understanding, whether recorded in writing or otherwise, that the Company shall, directlyor indirectly, lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Funding Party ('Ultimate Beneficiaries') or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
c) The Company has not traded or invested in crypto currency or virtual currency during thefinancial year.
d) The Company does not have any Benami property, where any proceeding has been initiated orpending against the Company for holding any Benami property.
e) The Company does not have any undisclosed income which is not recorded in the books ofaccount that has been surrendered or disclosed as income during the year (previous year) in thetax assessments under the Income Tax Act, 1961.
The Company uses SAP accounting software for maintaining books of account, which has a featureof recording audit trail (edit log) facility and that has been operative throughout the financial year forthe transactions recorded in the software impacting books of accounts at application level. Also theCompany has preserved the audit trail as per the statutory requirement for record retention.
Subsequent to the reporting date, the Company allotted 1,67,23,565 equity shares aggregating to '8.56 crore and 44,56,67,369 Compulsorily Convertible Preference Shares ("CCPS") of face value Re. 1each aggregating to ' 44.57 crore to Bank of India on April 1,2026 pursuant to the approved ResolutionPlan towards conversion of accumulated Yield to Maturity ("YTM") and Right of Recompense ("RoR")obligations. The aforesaid amount had been disclosed as Share Application Money Pending Allotmentas at March 31, 2026.
58 The standalone financial statements were approved for issue by the Board of Directors, at its meetingheld on May 29, 2026
59 Previous year figures have been regrouped/ reclassified wherever necessary to correspond with thecurrent year's classification/ disclosures.