Provision are recognised when there is a presentobligation (legal or constructive) as a result of pastevent, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and there is a reliable estimate of theamount of the obligation. Provisions are measured atthe best estimate of the expenditure required to settlethe present obligation at the Balance Sheet date.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific tothe liability. When discounting is used, the increase inthe provision due to the passage of time is recognisedas a finance cost.
Contingent liabilities are disclosed when thereis a possible obligation arising from past events,the existence of which will be confirmed only bythe occurrence or non-occurrence of one or moreuncertain future events not wholly within the controlof the Company or a present obligation that arisesfrom past events where it is not either not probablethat an outflow of resources will be required to settleor a reliable estimate of the amount cannot be made.
A contingent asset is not recognized unless itbecomes virtually certain that an inflow of economicbenefits will arise. When an inflow of economicbenefits is probable, contingent assets are disclosedin the standalone financial statements.
Tax expense for the year, comprising current tax anddeferred tax are included in the determination of thenet profit and loss for the year.
Current tax
Current tax assets and liabilities are measured atthe amount expected to be recovered or paid to thetaxation authorities. The tax rates and tax laws usedto compute the amount are those that are enacted orsubstantively enacted, at the reporting date. Currenttax assets and tax liabilities are offset where the entity
has a legally enforceable right to offset and intendseither to settle on a net basis, or to realise the assetand settle the liability simultaneously.
Deferred tax
Deferred income tax is provided in full, using the balancesheet approach, on temporary differences arisingbetween the tax bases of assets and liabilities and theircarrying amounts in the standalone financial statements.Deferred income tax is determined using tax rates (andlaws) that have been enacted or substantially enacted bythe end of the reporting year and are expected to applywhen the related deferred income tax asset is realisedor the deferred income tax liability is settled.
Deferred tax liabilities are recognised for all taxabletemporary differences.
Deferred tax assets are recognised for all deductibletemporary differences, the carry forward of unusedtax credit and unused tax losses. Deferred tax assetsare recognised to the extent only if it is probable thatfuture taxable amounts will be available to utilise thosetemporary differences, the carry forward of unused taxcredits and unused tax losses. The carrying amount ofdeferred tax asset is reviewed at each reporting dateand reduced to the extent that it is no longer probablethat sufficient taxable profits will be available to allowall or part of the deferred tax asset to be utilised.Unrecognised deferred tax assets are re-assessed ateach reporting date and are recognised to the extentthat it has become probable that future taxable profitswill allow the deferred tax assets to be recovered.
Deferred tax assets and liabilities are offset whenthere is a legally enforceable right to offset currenttax assets and liabilities and when the deferred taxbalances relate to the same taxation authority.
Current and deferred tax is recognised in thestatement of profit and loss, except to the extent thatit relates to items recognised in other comprehensiveincome or directly in equity in equity. In this case, thetax is also recognised in other comprehensive incomeor directly in equity, respectively.
Basic earnings per share are calculated by dividingthe net profit or loss for the year attributableto equity shareholders by the weighted averagenumber of equity shares outstanding during the year.The weighted average numbers of equity sharesoutstanding during the year are adjusted for events,such as bonus shares, other than the conversion ofpotential equity shares that have changed the numberof equity shares outstanding, without a correspondingchange in resources.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the year attributable toequity shareholders and the weighted average numberof shares outstanding during the year are adjusted forthe effects of all dilutive potential equity shares.
Cash and cash equivalent in the balance sheetcomprise cash at banks, cash on hand and short-termdeposits with an original maturity of three monthsor less, which are subject to an insignificant risk ofchanges in value.
For the purpose of cash flow statement, cash andcash equivalents include cash on hand, cash in bankand short-term deposits net of bank overdraft.
Dividend distribution to the shareholders is recognisedas a liability in the period in which the dividends areapproved by the shareholders. Any interim dividendpaid is recognised on approval by Board of Directors.Dividend paid and corresponding tax on dividenddistribution is recognised directly in equity.
As a lessee
The Company has adopted Ind AS 116 - "Leases"effective April 01,2019, using the modified retrospectivemethod. The Company applies a single recognitionand measurement approach for all leases, except forshort-term leases and leases of low-value assets. TheCompany recognises lease liabilities to make leasepayments and right-of-use assets representing theright to use the underlying assets. The impact of theadoption of the standard on the standalone financialstatements of the Company is shown in note 39 of thestandalone financial statements.
(i) Right-of-use assets
The Company recognizes right-of-use assets atthe commencement date of the lease (i.e., thedate the underlying asset is available for use).Right-of-use assets are measured at cost, lessany accumulated depreciation and impairmentlosses, and adjusted for any remeasurementof lease liabilities. The cost of right-of-useassets includes the amount of lease liabilitiesrecognized, initial direct costs incurred, and leasepayments made at or before the commencementdate less any lease incentives received. Right-of-use assets are depreciated on a straight-linebasis over the shorter of the lease term and theestimated useful lives of the assets.
(ii) Lease liabilities
At the commencement date of the lease, theCompany recognizes lease liabilities measured atthe present value of lease payments to be made overthe lease term. The lease payments include fixedpayments (including in substance fixed payments)less any lease incentives receivable, variable leasepayments that depend on an index or a rate, andamounts expected to be paid under residual valueguarantees. The lease payments also include theexercise price of a purchase option reasonablycertain to be exercised by the Company andpayments of penalties for terminating the lease, ifthe lease term reflects the Company exercising theoption to terminate. Variable lease payments thatdo not depend on an index or a rate are recognizedas expenses (unless they are incurred to produceinventories) in the period in which the event orcondition that triggers the payment occurs. Incalculating the present value of lease payments,the Company uses its incremental borrowing rateat the lease commencement date because theinterest rate implicit in the lease is not readilydeterminable. After the commencement date, theamount of lease liabilities is increased to reflectthe accretion of interest and reduced for the leasepayments made. In addition, the carrying amountof lease liabilities is remeasured if there is amodification, a change in the lease term, a changein the lease payments (e.g., changes to futurepayments resulting from a change in an index orrate used to determine such lease payments) or achange in the assessment of an option to purchasethe underlying asset.
(iii) Short-term leases
The Company applies the short-term leaserecognition exemption to its short-term leases ofbuilding (i.e., those leases that have a lease termof 12 months or less from the commencementdate and do not contain a purchase option). Leasepayments of short-term leases are recognized asexpense on a straight-line basis over the lease term.
A financial instrument is any contract that gives riseto a financial asset of one entity and a financial liabilityor equity instrument of another entity.
a) Financial assets
(i) Initial recognition and measurement:
Financial assets are classified, at initialrecognition, as subsequently measured atamortised cost, fair value through other
comprehensive income (OCI), and fair valuethrough profit or loss. The classificationof financial assets at initial recognitiondepends on the financial asset'scontractual cash flow characteristicsand the Company's business modelfor managing them.
In order for a financial asset to beclassified and measured at amortisedcost or fair value through OCI, it needsto give rise to cash flows that are solelypayments of principal and interest (SPPI)'on the principal amount outstanding. Thisassessment is referred to as the SPPI testand is performed at an instrument level.Financial assets with cash flows that arenot SPPI are classified and measured at fairvalue through profit or loss, irrespective ofthe business model.
(ii) Subsequent measurement:
For purposes of subsequent measurement,financial assets are classified infollowing categories:
a) at amortised cost; or
b) at fair value through other
comprehensive income (FVTOCI); or
c) at fair value through profit
or loss (FVTPL).
The classification depends on the entity'sbusiness model for managing the financialassets and the contractual terms ofthe cash flows.
Amortised cost:
Assets that are held for collection ofcontractual cash flows where those cashflows represent solely payments of principaland interest are measured at amortisedcost. Interest income from these financialassets is included in finance income usingthe effective interest rate method (EIR).
Fair value through other comprehensiveincome (FVTOCI):
Assets that are held for collection ofcontractual cash flows and for sellingthe financial assets, where the assets'cash flows represent solely payments ofprincipal and interest, are measured atfair value through other comprehensive
income (FVTOCI). Movements in thecarrying amount are taken through OCI,except for the recognition of impairmentgains or losses, interest revenue andforeign exchange gains and losses whichare recognised in profit and loss. Whenthe financial asset is derecognised,the cumulative gain or loss previouslyrecognised in OCI is reclassified from equityto profit or loss and recognised in othergains/ (losses). Interest income from thesefinancial assets is included in other incomeusing the effective interest rate method.
Further, the Company, through anirrevocable election at initial recognition,has measured certain investments incompulsorily convertible preferenceshare ("instruments") at FVTOCI. Theseinstruments are neither held for tradingnor are contingent considerationrecognized under a business combination.Pursuant to such irrevocable election,subsequent changes in the fair valueof such instruments are recognized inOCI. However, the Company recognizesdividend income from such instrumentsin the Statement of Profit and Loss, afterconversion into equity shares, when theright to receive payment is established, itis probable that the economic benefits willflow to the Company and the amount canbe measured reliably.
Fair value through profit or loss (FVTPL):
Assets that do not meet the criteria foramortised cost or FVOCI are measured atfair value through profit or loss. Interestincome from these financial assets isincluded in other income.
All equity instruments in scope of Ind AS109 are measured at fair value. Equityinstruments which are held for trading andcontingent consideration recognised byan acquirer in a business combination towhich Ind AS 103 applies are classified asat FVTPL. For all other equity instruments,the Company may make an irrevocableelection to present in other comprehensiveincome all subsequent changes in the fairvalue. The Company makes such electionon an instrument-by-instrument basis. Theclassification is made on initial recognitionand is irrevocable.
If the Company decides to classify an equityinstrument as at FVTOCI, then all fair valuechanges on the instrument, excludingdividends, are recognised in the OCI. Thereis no recycling of the amounts from OCI toprofit and loss, even on sale of investment.
Equity instruments included within theFVTPL category are measured at fairvalue with all changes recognised in theprofit and loss.
(iii) Impairment of financial assets
In accordance with Ind AS 109, FinancialInstruments, the Company appliesexpected credit loss (ECL) modelfor measurement and recognition ofimpairment loss on financial assets thatare measured at amortised cost, FVTPLand FVTOCI and for the measurement andrecognition of credit risk exposure.
The Company follows a simplifiedapproach' for recognition of impairmentloss allowance on trade receivables. Theapplication of simplified approach doesnot require the Company to track changesin credit risk. Rather, it recognises theimpairment loss allowance based onlifetime ECL at each reporting date, rightfrom its initial recognition.
For recognition of impairment loss onother financial assets and risk exposure,the Company determines that whetherthere has been a significant increase inthe credit risk since initial recognition. Ifcredit risk has not increased significantly,12-month ECL is used to provide forimpairment loss. However, if credit riskhas increased significantly, lifetime ECL isused. If in subsequent period, credit qualityof the instrument improves such that thereis no longer a significant increase in creditrisk since initial recognition, then the entityreverts to recognising impairment lossallowance based on 12 months ECL.
Life-time ECLs are the expected creditlosses resulting from all possible defaultevents over the expected life of a financialinstrument. The 12 months ECL is aportion of the lifetime ECL which resultsfrom default events that are possible within12 months after the period end.
As a practical expedient, the Company usesa provision matrix to determine impairmentloss allowance on portfolio of its tradereceivables. The provision matrix is basedon its historically observed default rates overthe expected life of the trade receivables andis adjusted for forward- looking estimate.At every reporting date, the historicalobserved default rates are updated andchanges in the forward- looking estimatesare analysed. On that basis, the Companyestimates impairment loss allowance onportfolio of its trade receivables.
ECL is the difference between allcontractual cash flows that are due to theCompany in accordance with the contractand all the cash flows that the entity expectsto receive (i.e. all shortfalls), discounted atthe original effective interest rate (EIR).When estimating the cash flows, an entityis required to consider all contractualterms of the financial instrument (includingprepayment, extension etc.) over theexpected life of the financial instrument.However, in rare cases when the expectedlife of the financial instrument cannotbe estimated reliably, then the entity isrequired to use the remaining contractualterm of the financial instrument.
ECL impairment loss allowance (orreversal) recognised during the year isrecognised as income/ expense in thestatement of profit and loss. In balancesheet ECL for financial assets measuredat amortised cost is presented as anallowance, i.e. as an integral part of themeasurement of those assets in thebalance sheet. The allowance reduces thenet carrying amount. Until the asset meetswrite off criteria, the Company does notreduce impairment allowance from thegross carrying amount.
(iv) Derecognition of financial assets:
A financial asset is derecognised only when:
a) the rights to receive cash flows fromthe financial asset is transferred; or
b) retains the contractual rights toreceive the cash flows of the financialasset, but assumes a contractualobligation to pay the cash flows to oneor more recipients.
Where the financial asset is transferredthen in that case financial asset isderecognised only if substantially all risksand rewards of ownership of the financialasset are transferred. Where the entity hasnot transferred substantially all risks andrewards of ownership of the financial asset,the financial asset is not derecognised.
Where the financial asset is neithertransferred, nor the entity retainssubstantially all risks and rewards ofownership of the financial asset, then inthat case financial asset is derecognisedonly if the Company has not retained controlof the financial asset. Where the Companyretains control of the financial asset, theasset is continued to be recognised to theextent of continuing involvement in thefinancial asset.
b) Financial liabilities
Financial liabilities are classified, atinitial recognition, as financial liabilitiesat fair value through profit or loss andat amortised cost, as appropriate. Allfinancial liabilities are recognised initiallyat fair value and, in the case of borrowingsand payables, net of directly attributabletransaction costs.
The measurement of financial liabilitiesdepends on their classification, asdescribed below:
Financial liabilities at fair value throughprofit and loss (FVTPL):
Financial liabilities at fair value throughprofit or loss include financial liabilitiesheld for trading and financial liabilitiesdesignated upon initial recognition as atfair value through profit or loss. Gains orlosses on liabilities held for trading arerecognised in the profit or loss.
Loans and borrowings
After initial recognition, interest-bearingloans and borrowings are subsequentlymeasured at amortised cost using theeffective interest rate (EIR') method. Gainsand losses are recognised in statementof profit and loss when the liabilities arederecognised as well as through the EIRamortisation process. Amortised cost
is calculated by taking into account anydiscount or premium on acquisition and feesor costs that are an integral part of the EIR.The EIR amortisation is included as financecosts in the statement of profit and loss.
(iii) Derecognition of financial liability:
A financial liability is derecognised when theobligation under the liability is dischargedor cancelled or expires. When an existingfinancial liability is replaced by anotherfrom the same lender on substantiallydifferent terms, or the terms of an existingliability are substantially modified, suchan exchange or modification is treated asthe derecognition of the original liabilityand the recognition of a new liability.The difference in the respective carryingamounts is recognised in the statement ofprofit and loss as finance costs.
c) Offsetting financial instruments
Financial assets and liabilities are offset, andthe net amount is reported in the balance sheetwhere there is a legally enforceable right tooffset the recognised amounts and there is anintention to settle on a net basis or realise theasset and settle the liability simultaneously. Thelegally enforceable right must not be contingenton future events and must be enforceable inthe normal course of business and in the eventof default, insolvency or bankruptcy of theCompany or the counterparty.
Investment in subsidiary is measured at costless impairment as per Ind AS 27 - SeparateFinancial Statements'.
Impairment of investments:
The Company reviews its carrying value of investmentscarried at cost annually, or more frequently when thereis indication for impairment. If the recoverable amountis less than its carrying amount, the impairment lossis accounted in the statement of profit and loss.
s) Fair value measurement
The Company measures financial instruments at fairvalue at each balance sheet date.
Fair value is the price that would be received to sellan asset or paid to transfer a liability in an orderlytransaction between market participants at themeasurement date. The fair value measurement isbased on the presumption that the transaction to sellthe asset or transfer the liability takes place either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the mostadvantageous market for the asset or liabilityaccessible to the Company.
The Company uses valuation techniques that areappropriate in the circumstances and for whichsufficient data are available to measure fair value,maximizing the use of relevant observable inputs andminimizing the use of unobservable inputs.
All assets and liabilities for which fair value ismeasured or disclosed in the standalone financialstatements are categorized within the fair valuehierarchy, described as follows, based on thelowest level input that is significant to the fair valuemeasurement as a whole:
- Level 1: Quoted (unadjusted) market prices inactive markets for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowestlevel input that is significant to the fair valuemeasurement is directly or indirectly observable.
- Level 3: Valuation techniques for which thelowest level input that is significant to the fairvalue measurement is unobservable.
For assets and liabilities that are recognized in theStandalone Financial Statements on a recurringbasis, the Company determines whether transfershave occurred between levels in the hierarchy by re¬assessing categorization (based on the lowest levelinput that is significant to the fair value measurementas a whole) at the end of each reporting year.
External valuers are involved for valuation ofsignificant assets, such as properties and unquotedfinancial assets, and significant liabilities, such ascontingent consideration.
For the purpose of fair value disclosures, the Companyhas determined classes of assets and liabilities onthe basis of the nature, characteristics and risks ofthe asset or liability and the level of the fair valuehierarchy as explained above.
The preparation of standalone financial statementsrequires management to make judgments, estimatesand assumptions that affect the reported amountsof revenues, expenses, assets and liabilities, andthe accompanying disclosures, and the disclosureof contingent liabilities. Uncertainty about theseassumptions and estimates could result in outcomes
that require a material adjustment to the carryingamount of assets or liabilities affected in future years.
The estimates and underlying assumptions arereviewed on an ongoing basis. Revisions to accountingestimates are recognised prospectively.
The following are the areas of estimation uncertaintyand critical judgements that the management hasmade in the process of applying the Company'saccounting policies and that have the most significanteffect on the amounts recognised in the standalonefinancial statements:-
Useful life, method and residual value of property,plant and equipment
Plant and machineries and factory buildings contributesignificant portion of the Company's Property, plantand equipment. The Company capitalises its plantand machineries and factory buildings in accordancewith the accounting policy disclosed under note 2.2(b) above. The Company estimates the useful life andresidual value of assets as mentioned in note 2.2(b).However, the actual useful life and residual valuemay be shorter/ less or longer/ more dependingon technical innovations and competitive actions.Further, the Company is depreciating its plant andmachineries and factory buildings by using straightline method based on the management estimatethat repairs/ wear and tear to plant and equipmentsand factory buildings are consistent over usefullife of assets.
Estimations in contingencies/provisions
In preparing these standalone financial statements,management has made estimation pertaining tocontingencies and provisions that have a significantrisk of resulting in a material adjustment and relatesto the determination of contingencies and provisionsoutstanding with significant unobservable inputs.
Taxes
Uncertainties exist with respect to the interpretationof complex tax regulations, changes in tax laws, andthe amount and timing of future taxable income. Giventhe wide range of business relationships and the long¬term nature and complexity of existing contractualagreements, differences arising between the actualresults and the assumptions made, or future changesto such assumptions, could necessitate futureadjustments to tax income and expense alreadyrecorded. The Company establish provisions based onreasonable estimates. The amount of such provisionsis based on various factors, such as experience ofprevious tax audits and differing interpretations of tax
regulations by the taxable entity and the responsibletax authority. Such differences of interpretationmay arise on a wide variety of issues depending onthe conditions prevailing in the respective domicileof the companies.
Retirement benefit obligation
The cost of retirement benefits and present valueof the retirement benefit obligations in respectof Gratuity and Leave Encashment is determinedusing actuarial valuations. An actuarial valuationinvolves making various assumptions which maydiffer from actual developments in the future. Theseinclude the determination of the discount rate, futuresalary increases, mortality rates and future pensionincreases. Due to the complexity of the valuation, theunderlying assumptions and its long-term nature,these retirement benefit obligations are sensitive tochanges in these assumptions. All assumptions arereviewed at each reporting date. In determining theappropriate discount rate, management considers theinterest rates of long-term government bonds withextrapolated maturity corresponding to the expectedduration of these obligations. The mortality rate isbased on publicly available mortality table for thespecific countries. Future salary, seniority, promotionand other relevant factors and pension increases arebased on expected future inflation on a long-termbasis. Further details about the assumptions used,including a sensitivity analysis are given in Note 35.
Fair value measurement of financial instrument
When the fair value of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair value is measured using valuation techniquesincluding the Discounted Cash Flow (DCF) model. Theinputs to these models are taken from observablemarkets where possible, but where this is not feasible,a degree of judgement is required in establishingfair values. Judgements include considerations ofinputs such as liquidity risk, credit risk and volatility.Changes in assumptions about these factors couldaffect the reported fair value of financial instruments.
Impairment of Financial assets
The impairment provision of financial assets arebased on assumptions about risk of default andexpected loss rates. The Company uses judgement inmaking these assumptions and selecting the inputs tothe impairment calculation, based on Company's pasthistory, existing market conditions as well as forwardlooking estimates at the end of each reporting period.
Leases
The Company evaluates if an arrangement qualifiesto be a lease as per the requirements of Ind AS116. Identification of a lease requires significantjudgement. The Company uses significant judgementin assessing the lease term (including anticipatedrenewals) and the applicable discount rate. TheCompany determines the lease term as thenoncancellable period of a lease, together with bothperiods covered by an option to extend the lease ifthe Company is reasonably certain to exercise thatoption; and periods covered by an option to terminatethe lease if the Company is reasonably certain notto exercise that option. In assessing whether theCompany is reasonably certain to exercise an optionto extend a lease, or not to exercise an option toterminate a lease, it considers all relevant facts andcircumstances that create an economic incentivefor the Company to exercise the option to extend thelease, or not to exercise the option to terminate thelease. The Company revises the lease term if there isa change in the noncancellable period of a lease. Thediscount rate is generally based on the incrementalborrowing rate specific to the lease being evaluated orfor a portfolio of leases with similar characteristics.
Assessment of liability as remote, contingencies orliability/ provision
In preparing these standalone financial statements,Management has made judgement in respectof classification of impact of certain pending/existing tax related litigations as remote, probableobligation or possible obligation based on facts andinvolvement of external experts. Such judgement bythe management materially affects the standalonefinancial statements.
Amendment to Ind AS 1 - Classification of Liabilitiesas Current or Non-current and Non-current liabilitieswith covenants:
The amendment includes specific provisions that willtake effect for reporting periods beginning on or afterApril 1, 2026, retrospectively, as outlined below:
A. Breach of material covenant for long-term loanarrangement on or before end of reportingperiod with effect that liability becomes payableon demand as on reporting date, then it shall beclassified as current liability, if lender agreedafter reporting period and before approval of
financial statements to not demand payment asa consequence of breach.
B. Classify as non-current liability, if lenderagreed by end of reporting period to providegrace period ending at least 12 months afterreporting period within which entity can rectifythe breach provided lender does not demandimmediate repayment.
C. Disclose information about the timing ofsettlement to understand the impact of theliability on the financial statements.
The Company does not expect this amendment tohave an impact on its operations or consolidatedfinancial statements.
Amendment to Ind AS 7 and Ind AS 107 - SupplierFinance Arrangement:
The amendments to Ind AS 7 Statement of Cash Flows'and Ind AS 107 Financial Instruments: Disclosures'clarify the characteristics of supplier financearrangements and require additional disclosures forsuch arrangements. The disclosure requirementsin the amendments are intended to assist users offinancial statements in understanding the effectsof supplier finance arrangements on an entity'sliabilities, cash flows and exposure to liquidity risk.As a result of implementing the amendments, theCompany has provided additional disclosures aboutits supplier finance arrangement. Refer Note 20.
Cash flows are reported using indirect method,whereby net profits before tax is adjusted for theeffects of transactions of a non-cash nature and anydeferrals or accruals of past or future cash receiptsor payments and items of income or expensesassociated with investing or financing cash flows.The cash flows from regular revenue generating(operating activities), investing and financing activitiesof the Company are segregated.
(b) Rights, preferences and restrictions attached to the equity shareholders:
The Company has only one class of equity shares having par value of INR 1 per share. Each holder of equity shares is entitled toone vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directorsis subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares heldby the shareholders.
Employee stock option outstanding account: The share options-based payment reserve is used to recognise the grant date fair valueof options issued to employees under Employee stock option plan. The Company has share option outstanding accounts under whichoptions to subscribe for the Company's shares have been granted to certain executives and senior employees.
The share-based outstanding account is used to recognise the value of equity-settled share-based payments provided to employees,including key management personnel, as part of their remuneration. Refer to Note 46 for further details of these plans.
Other comprehensive income (OCI): Other comprehensive income includes net gain / (loss) on equity instrument through othercomprehensive income.
Dividend: The Board of Directors of the Company has paid a dividend of INR 1.00 per share (March 31, 2025: INR 1 per share)amounting to INR 2,505.93 lakhs (March 31, 2025 INR 2,503.82 lakhs) for the year ended March 31, 2026 for each share with face valueof INR 1 each. The distribution has been in proportion to the number of equity shares held by the shareholders.
(i) Term loan from State Bank of India ('SBI') taken by the Company is secured by first charge by way of equitable mortgageof immovable industrial property i.e. land and building (construction thereon) and plant and machinery situated at,
- Bichhwal Industrial Area, Bikaner and, RIICO Industrial Area,
- Karni (Extension), Bikaner
- Hypothecation of plant and machinery at Village Dorakahara Bhahkajan, Mouzamadartola, Kamrup, Assam.Interest is charged at the rate of 8.60% to 8.90% p.a. (March 31, 2025, 8.70% to 8.90% p.a.)
(ii) Term Loan from HDFC Bank Limited is taken by the Company on which interest is charged at floating Interest rate
ranges from 7.00% to 8.20% p.a. (March 31, 2025, 7.59% to 8.20% p.a.) and is secured by way of:¬- Exclusive charge on plant and machinery situated at RIICO Industrial Area, Karni (Extension), Bikaner .
(iii) Term Loan from the HDFC Bank Limited taken by the Company on which interest is charged at the rate of 7% (March
31, 2025, 8.00% p.a). and is secured by way of:¬- Exclusive charge on Factory Land and Building situated at A-36P, Industrial Area, Bela, Phase-II Muzaffarpur.
- Exclusive charge on all movable fixed assets and current assets situated at A-36P, Industrial Area, Bela,Phase-II Muzaffarpur
(i) Cash credit loan from State Bank of India (""SBI"") taken by the Company has interest is charged at 7.85% to 8.90%
p.a. (March 31, 2025, 8.70% to 8.90% p.a.) which are repayable on demand and is secured by way of:¬- Hypothecation over stocks, receivables.
(ii) Cash credit loan is obtained from HDFC Bank Limited on which interest is charged at 7.10% to 7.60% p.a. (March 31,2025, 8.10% p.a.). Cash credit from HDFC Bank Limited is secured by hypothecation of stock of raw material, packingmaterial and book debts which are repayable on demand.
Note 20: Borrowings (Contd..)
- Short term loan has been availed from SBI on which interest is charged at 6.60% to 7.45% p.a. (March 31, 2025, 7.45%to 8.30% p.a.). It is secured by Fixed Deposit & the period of loan should not exceed the period of fixed deposit.
All term loans, working capital demand loan and cash credit loans from State Bank of India are further guaranteed ofcertain directors/ promoters of the Company.
The Company entered into a receivables factoring arrangement with ICICI Bank at an interest rate of 7.50% to 7.75% perannum, with a tenure of 45 days. The arrangement is on a with-recourse basis, whereby the Company has transferredcertain trade receivables to the factor but continues to retain the associated credit risk. Since the significant risks andrewards of ownership have not been substantially transferred, the factored receivables have not been derecognised andcontinue to be presented under trade receivables in the statement of financial position.
The Company participates in supplier finance programmes whereby approved suppliers receive payment from the StateBank of India (SBI) on behalf of the Company. The Company is obligated to settle the corresponding liability with SBI within90 days from the payment date. The facility bears interest at 6.86% per annum and is unsecured.
Footnote
(i) Interest income is recognised using the effective interest rate (EIR) method.
(ii) The functional currency of the Company is the Indian Rupee. These Standalone Financial Statements are presented in IndianRupee. Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of thetransactions. Foreign currency denominated monetary assets and liabilities are translated into the relevant functional currencyat exchange rates in effect at the Balance Sheet date. The gains and losses resulting from such translations are included in netprofit in the Statement of Profit and Loss. Transaction gains or losses realized upon settlement of foreign currency transactionsare included in determining net profit for the year in which the transaction is settled.
(iii) Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditionswill be complied with. When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fairvalue amounts and released to the statement of profit and loss over the expected useful life in a pattern of consumption of thebenefit of the underlying asset.
Note 34 (c): Earnings per share (Contd..)
- Diluted EPS amounts are calculated by dividing the profit attributable to owners of the company (after adjusting for interest on theconvertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weightedaverage number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
- There have been no other transactions involving equity shares or potential equity shares between the reporting date and the dateof approval of these financial statements.
Note 35: Employee benefits obligations
The Company makes contribution towards employees' provident fund and employees' state insurance plan scheme. Underthe schemes, the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of theschemes, to these defined contribution schemes.
Provident fund and employees' state insurance plan scheme is a defined contribution scheme established under a stateplan. The contributions to the scheme are charged to the statement of profit and loss in the period when the contributionsto the funds are due.
The Company has a defined benefit gratuity plan. The gratuity scheme of a Company is covered under a group gratuity cum lifeassurance cash accumulation policy offered by LIC of India. The funding to the scheme is done through policy taken with LifeInsurance Corporation of India. Every employee who has completed a minimum of five years service is entitled to gratuity basedon fifteen days last drawn salary for every completed year of service to a maximum of INR 20 lakhs. The disclosures as requiredpursuant to the Ind AS 19 is as under:-
Note 35: Employee benefits obligations (Contd..)
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposedto various risks as follow:
i) Salary increases: The present value of the defined benefit plan liability is calculated by reference to the future salaries
of plan participants. As such, an increase in salary of the plan participants will increase the plan's liability.
ii) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined
by reference to government bond yields. If the return on plan asset is below this rate, it will create a plan deficit.
iii) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.
iv) Mortality and disability: Actual deaths and disability cases proving lower or higher than assumed in the valuation canimpact the liabilities.
v) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal ratesat subsequent valuations can impact plan's liability.
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefitobligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivityanalysis are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysismay not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptionswould occur in isolation from one another.
Note 36: Related party disclosures (Contd..)
(b) Key managerial personnel has given personnel guarantees to lender for borrowings. (Refer note 20)
(c) All transactions with these related parties are at arm's length basis and are in ordinary course of business.(All the amountsof transactions and balances disclosed in this note are gross and undiscounted).
(d) The Company has provided financial support guarantee to its subsidiary (namely Petunt Food Processors Private Limited tomeet its current obligation as and when required to continue the operation of such subsidiary company as going concern.
(e) On February 1, 2021, the Company entered into a supply agreement with Petunt Food Processors Private Limited for theprocurement of specified products intended for resale in the market. Under the terms of the agreement, the Company hascommitted to a potential monthly job work volume of 420 tonnes. The purchase price is contractually agreed upon and ispayable in cash within 15 days from the date of dispatch of the products
(a) (i) The Company had sold goods (Namkeen) to M/s Matri Stores, Assam at concessional rate of tax against Form-C amounting
to INR 296.38 lakhs during the year 2011-12. CTO had made a observation vide order dated September 11, 2012 andamended order dated October 25, 2012 that Form C was not issued by authorised officer, therefore the impugned sale wasnot eligible for concessional rate of tax and issued demand of INR 91.33 lakhs including interest and penalty. The Companythen preferred an appeal before the appellate authority, CTO, Bikaner. Appellate authority sustained the demand of tax andinterest but deleted the penalty of INR 47.57 lakhs. Being aggrieved and dissatisfied by the order Company again preferredan appeal before Rajasthan Tax Board, Ajmer. The Board rejected the tax and interest demand also on the basis that Form Cissued was not bogus and false. Commercial tax officer, Jaipur has filed a Revision petition before High Court on September05, 2018. During the year ended March 31,2021, the Company has received the protest amount of INR 22.00 lakhs depositedagainst this case. Based on the management assessment, there is a possibility that the case may be decided in favourof the Company.
(a) (ii) During the financial year 2024-25, the Company received a Show Cause Notice (SCN) from the Goods and Services Tax (GST)authorities alleging misclassification of certain extruded savoury products such as Bikaji Kurram , Bikaji Ring Tomato Cheese,Bikaji Ring Chatpata Masala, Bikaji Cheese Ball, and Bikaji Corn Puff. The department has contended that these productswere incorrectly classified under HSN 21069099 (taxable at 12%) instead of HSN 19059030 (taxable at 18%), resulting in analleged short payment of GST by 6%. The Company, relying on its bona fide understanding and consistent classification as"Namkeen", has been classifying these products under HSN 21069099 and has been discharging GST at the applicable rateof 12%. Upon receipt of the SCN, the Company challenged the validity and maintainability of the same by filing a Writ Petitionbefore the Hon'ble High Court of Karnataka. The Hon'ble High Court passed an interim stay order on January 22, 2025, therebystaying the proceedings pursuant to the SCN. However, despite the subsisting stay order, the GST Department proceeded topass a demand order dated January 23, 2025, demanding tax of INR 553.83 lakhs along with applicable interest and penalty.The Company, in response, filed an amended Writ Petition before the Hon'ble High Court of Karnataka, challenging the saiddemand order. The Hon'ble High Court, considering the Company's submission, passed another interim stay order on April 4,
Note 37: Contingent liabilities and commitments (Contd..)
2025, thereby staying further proceedings pursuant to the demand order dated January 23, 2025 until the next date of hearing.
Based on the management assessment, there is a possibility that the case may be decided in favour of the Company.
(b) There was an agreement for purchase of industrial plot E-578, E-579, F-580 to F-584 at Karni industrial area, Bikaner executedon the non-judicial stamp paper of INR 100/- and duly notarised by a notary public. It was contended by the stamping authoritiesthat the aforesaid document was required to be registered with sub-registrar, Bikaner. Subsequently stamping authoritiesissued a notice demanding of INR 36.22 lakhs on January 09, 2017 on Company. The High Court of Jodhpur stayed the aforesaidorder dated March 22, 2017 by holding the agreement pertaining to the purchase of industrial plots at Karni Industrial Areaas a contingent agreement. The aforesaid plots were eventually vested with Hanuman Agrofood Private Limited. Based on themanagement assessment, there is a possibility that the case may be decided in favour of the Company.
(c) Represents the best possible estimate by the Management, basis available information, about the outcome of various claimsagainst the Company by different parties under Consumer Protection Act and Food Safety and Standard Act. As the possibleoutflow of resources is dependent upon outcome of various legal processes. Based on the management assessment, there is apossibility that the case may be decided in favour of the Company.
(d) The Company has ongoing disputes with income tax authorities for assessment year 2018-19 relating to tax treatment of certaintransaction incorrectly reported under tax audit report and has been added as income in assessment order under section 143(3)dated February 17, 2021. Against this order the Company has filed rectification appeal under section 154 of the Income tax Actdated March 04, 2021. Response is still awaited from the department. As at March 31, 2026, there is contingent liabilities towardsstated matter and/or dispute pending in appeal amounting to INR 63.15 lakhs. Considering the fact of the matter, the Companybelieves that these demands will be reversed and hence no liability has been accounted for.
Others:
(a) The Company has imported certain machineries under the Manufacture and Other Operations in Warehouse Regulations, 2019("MOOWR Scheme") for its Bakery project located at Tumkuru, Bangalore. As per the MOOWR Scheme, payment of IntegratedGoods and Services Tax (IGST) and Customs Duty aggregating to INR 1076.35 Lakhs as at March 31, 2026 (INR 951.48 Lakhs as atMarch 31, 2025) on the imported machinery has been deferred until such time the capital goods are removed from the designatedbonded premises.
As per the scheme provisions, if the Company exports the capital goods, the deferred duties are exempted. Accordingly, theliability towards these duties is contingent in nature, depending on the future use or disposal of such capital goods. The Companyhas not recognized any provision for the said amount in its financial statements as the outflow of resources is not consideredprobable at the reporting date, in line with the recognition criteria under Ind AS 37 - Provisions, Contingent Liabilities andContingent Assets
Note 38: Segment reporting
The Company primarily operates in the food product segment. The board of directors of the Company, which has been identified asbeing the Chief Operating Decision Maker (CODM), evaluates the Company's performance, allocate resources based on the analysisof the various performance indicators of the Company as a single unit. Therefore, there is no reportable segment for the Company asper the requirement of Ind AS 108 "Operating Segments".
Geographical locations: The geographical segments have been considered for disclosure as the secondary segment, under which thedomestic segment includes sales to customers located in India and overseas segment includes sales to customer located outside India.
The following information discloses revenue from external customers based on geographical areas:-
Note 38: Segment reporting (Contd..)b. Segment revenue with major customers
The Company has two customer during the year ended March 31, 2026 accounting for more than 10% of its revenue fromoperations. During the year 23.98% (March 31, 2025: 24.80%) of the Company's revenue from operation was generated fromthese customers.
Note 39:LeasesCompany as a lessee
The Company has taken land, shops, flats and godowns on leases. These lease arrangements range for a period between 11 monthsto 10 years except for land where lease period is upto 99 years, which include both cancellable and non-cancellable leases. TheCompany's obligations under its leases are secured by the lessor's title to the right-of-use assets. Generally, the Company is restrictedfrom assigning and subleasing the right-of-use assets and some contracts require the Company to maintain certain financial ratios.There are several lease contracts that include extension and termination options and variable lease payments, which are furtherdiscussed below. Most of the leases are renewable for further period on mutually agreeable terms. Information about the leases forwhich the Company is a lessee is presented below:-
The Company also has certain leases of premises with lease terms of 12 months or less and leases of office equipment with low value.The Company applies the short-term lease' and lease of low-value assets' recognition exemptions for these leases.
Discount rate: The Company has applied the weighted average incremental approach to determine the incremental borrowingrate as applicable at the time of execution of the lease agreement.
Extension options: Lease contain extension options exercisable by the Company before the end of the non-cancellable contractperiod. Where practicable, the Company seeks to include extension options in new leases to provide operational flexibility. Theextension options held are exercisable only on mutual agreement. The Company assesses at lease commencement whether itis reasonably certain to exercise the extension options. The Company reassess whether it is reasonably certain to exercise theoptions if there is a significant event or significant change in circumstances within its control.
The Company has lease contracts for premises at Airport that contains variable payments based on the sales. Management'sobjective is to align the lease expense with the revenue earned. The following table provides information on the Company'svariable lease payments, including the magnitude in relation to fixed payments:
Note 39: Leases (Contd..)
The Company has leased out its investment properties and plant and machinery under operating lease arrangements. Leasesare classified as operating leases where substantially all the risks and rewards incidental to ownership are retained by theCompany. Lease rental income is recognized on a straight-line basis over the lease term.
The Company has entered into operating leases on its investment properties and plant and machinery. These leases have termsof between 1 and 10 years. All leases include a clause to enable upward revision of the rental charge on an annual basisaccording to prevailing market conditions. Rental income recognised by the Company during the year is INR 33.38 lakhs (March31, 2025: INR Nil).
Note 40: Fair values
The management of the Company assessed that carrying value of cash and cash equivalents, trade receivables, other bank balances,loans with short term maturity, other current financial assets, borrowings, trade payable, lease liabilities and other current financialliabilities approximates their fair value amounts largely due to short term maturities of these instruments. Further, in case of bankdeposits with maturity of more than twelve months from reporting date, fair value and carrying values are not expected to varysignificantly as there has been minimal interest rate changes since these deposits were created with banks. Majority of securitydeposits classified as non current financial assets are for perpetuity and shall be refundable on surrendering of electricity connectiononly, which is highly unlikely and hence fair value of the same cannot be determined in absence of definite period of such deposits.Comparison of the carrying value and fair value of the Company's financial instruments are as follows:-
Note 41: Fair values hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels ofa fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
• Level 1: Hierarchy includes financial instruments measured using quoted prices (unadjusted) in active markets for identicalassets or liabilities that the entity can access at the measurement date.
• Level 2: Hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assetsin markets that are not active.
• Level 3: Unobservable inputs for the asset or liability.
The Company has CCPS, mutual funds, unquoted equity shares, put option liability and OCD fair valued at year ends.
Mutual funds are valued using the closing NAV as per market rates and accordingly designated as Level 1 valued instruments. Thefair value of these CCPS as at the reporting date has been determined based on the Price of Recent Investment (PORI) method. Sincethis method relies on observable inputs—i.e., the price paid by market participants in recent arms-length transactions in identical orsimilar instruments—these investments are classified under Level 2 of the fair value hierarchy in accordance with Ind AS 113. OCDand Put option liability have been valued using unobservable inputs and are designated as Level 3 valued instruments. Unquotedequity shares are not fair valued at year ends as the Management expect any fair value adjustments in value of these instruments tobe immaterial to the Standalone financial statements and accordingly disclosed their cost as fair value.
Note 42: Financial risk management
The Company's principal financial liabilities comprise borrowings, lease liabilities, trade payables, trade deposits from customersand other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principalfinancial assets include loans, trade and other receivables and cash and term deposits that derive directly from its operations. TheCompany also hold investments measured at cost, fair value through profit and loss (FVTPL) and fair value through other comprehensiveincome (FVTOCI).
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's board of directors has overallresponsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources ofrisk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone financial statements.
(A) Market risk analysis
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price riskand commodity risk. Financial instruments affected by market risk include loans, borrowings, term deposits, and investments.
The Company has limited international transactions and is exposed to foreign exchange risk arising from its operatingactivities (revenue and purchases denominated in foreign currency is low). Foreign exchange risk arises from futurecommercial transactions and recognised assets and liabilities denominated in a currency that is not the company'sfunctional currency. To mitigate the Company's exposure to foreign currency risk, non-INR cash flows are monitored inaccordance with the Company's risk management policies.
Note 42: Financial risk management (Contd..)
Customer credit risk is managed by the Company subject to the Company's established receivable management policy.The policy details how credit will be managed, past due balances collected, allowances and reserves recorded and baddebt written off. Credit terms are the established timeframe in which customers pay for purchased product. Outstandingcustomer receivables are regularly monitored by the Management.
An impairment analysis is performed at each reporting period on consolidated basis for similar category of customer. Themaximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located inseveral jurisdictions and operate in largely independent markets.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department inaccordance with the Company's policy. Investments of surplus funds are made only with approved counterparties with highcredit ratings except in case of strategic investments in few entities. Investments in other than bank deposits are strategiclong term investments which are done in accordance with approval from board of directors.
(C) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as faras possible, that it will have sufficient liquidity to meet its liabilities when they are due. Management monitors rolling forecastsof the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes intoaccount the liquidity of the market in which the entity operates.
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on theircontractual maturities:
Note 43: Capital management policies and procedures(a) Risk management
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares,securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of theCompany'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 therequirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend paymentto shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, whichis net debt divided by total capital plus net debt. The Company's policy is to keep the gearing ratio between 0% and 15%. TheCompany includes within net debt, interest bearing loans and borrowings, lease liabilities, less cash and cash equivalents.
Note 44: New Labor Code
On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial RelationsCode, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of thefinancial impact due to changes in regulations.
The Company has assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs and legal opinion andthere is no material impact on the financial statements. The Company continues to monitor the finalisation of Central / State Rulesand clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on thebasis of such developments as needed.
Note 45: Employee Stock Options Plan (ESOP)
The Shareholders of the company vide its special resolution dated October 22, 2021 in extraordinary general meeting (EGM) approvedBikaji ESOP-I 2021 & Bikaji ESOP-II 2021 ("The Plan") for granting the plan in form of equity shares of maximum 50 lakhs stock optionsand linked to the completion of a minimum period of continued employment to the eligible employees of the Company, which is beingmonitored and supervised by the nomination and remuneration committee of the Board of Directors from time to time subject to theterm & conditions specified in the plan & employee stock option agreement/grant letter. The employees can purchase equity sharesby exercising the options as vested at the price specified in the grant. The stock option granted vest over a period of 1 year/ 2 years/ 3years, as the case may be, from the date of grant in proportions specified in the respective ESOP Plans & such stock options may beexercised by the employee after vesting period within 7 years from the date of Vest.
Note 47
The Board of Directors of the Company at its meeting held of July 24, 2024 have considered and approved merger scheme ofVindhyawasini Sales Private Limited (""Transferor Company"") with Bikaji Foods International Limited (""Transferee Company""). TheJaipur Bench of the Hon'ble National Company Law Tribunal (""NCLT""), through its order dated June 06, 2025 has approved theScheme with the appointed date of the merger being April 01, 2024.
As per guidance on accounting for common control transactions contained in Ind AS 103 "Business Combinations" the merger hasbeen accounted for using the pooling of interest method. Accordingly, the figures for the year have been restated to give effect tothe aforesaid merger with effect from the April 01, 2024. Accordingly, the assets and liabilities of the transferor Company has beentransferred thereon resulting to recognition of the differential amount in other equity in the books of accounts of the Company.
Accounting treatment
The Company has followed the accounting treatment prescribed in the said approved scheme of merger, as follows:-
i) The entire issued, subscribed, and paid-up share capital of Vindhyawasini Sales Private Limited is held by Bikaji FoodsInternational Limited. Accordingly, upon the scheme becoming effective, no shares of Bikaji Foods International Limited shall beissued or allotted in exchange for its holding in Vindhyawasini Sales Private Limited.
ii) As per the terms of the scheme the investments held by Bikaji Foods International Limited in Vindhyawasini Sales Private Limitedshall get cancelled.
iii) As per the terms of scheme the transactions has been accounted for in accordance with the Appendix C to Ind AS 103 "CommonControl Business Combination", which requires retrospective accounting of the merger from the date common control wasestablished. Accordingly financial information as on April 01, 2024, being the earliest period presented in the annual standalonefinancial statements of the Company, and all period thereafter, were restated to give effect of the merger.
Accordingly the Company has recorded all the assets and liabilities of Vindhyawasini Sales Private Limited at there respective carryingvalue as at April 01, 2024, the details of which are as follows:-
Note 48: Additional notes as per revised schedule III of the Companies Act, 2013, such disclosure requirementswere mandated wide notification no. G.S.R. 207(E) from Ministry of Corporate Affairs dated March 24, 2021which are applicable for the period beginning on or after April 01,2021:
a) The Company has not traded or invested in Crypto currency or Virtual Currency for the year ended March 31, 2026.
b) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or anyother relevant provisions of the Income Tax Act, 1961).
c) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 during theyear ended March 31, 2026.
d) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies(Restriction on number of Layers) Rules, 2017.
e) The Company does have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year.
f) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for
holding any Benami property.
g) The Company avails the short term credit facility from bank on the basis of security of inventory and book debts and filed thequarterly return/statement with the bank for the quarter ended June 30,2025, September 30, 2025, December 31,2025 and March31, 2026 and the same are in agreement with books of accounts.
h) The Company has not been declared Wilful Defaulter (as defined by RBI circular) by any bank or financial institution or other lenders.
i) The Company has not revalued its Property, Plant & Equipment for the year ended March 31, 2026.
j) The Company has used the borrowings from banks for the specified purpose for which it has taken at the balance sheet date.
Note 49: Exceptional items
(i) On August 17, 2025, a fire incident occurred at the manufacturing facility of Dadiji Snacks Private Limited ("Dadiji Snacks"), acontract manufacturer of the Company, located in Patna, Bihar. Machinery owned and installed by Bikaji Foods InternationalLimited ("the Company") at the said premises was damaged in the incident, resulting in a loss of INR 435.14 lakhs, which hasbeen disclosed as an Exceptional Item in the standalone financial statement. The Company has lodged the insurance claim,during the quarter ended March 31, 2026.
(ii) The Company has reviewed the carrying value of one of its investment in its subsidiary as at the reporting date. Considering thesubsidiary's current financial position, operational performance, and other available information, the Company believes thatthere is a diminution in the value of the investment. As a matter of prudence, the Company has recognised an impairment loss ofINR 554.10 lakhs, which has been disclosed as an Exceptional Item in the standalone financial statement. The Companywill continue to monitor the subsidiary's performance and reassess the carrying value as and when further informationbecomes available.
Note 50
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of thecompany (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 51
The Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (editlog) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, theCompany did not come across any instance of audit trail feature being tampered with at application level. Additionally, the audit trailhas been preserved by the Company as per the statutory requirements for record retention for application level.
However, with respect to the database level of the two applications, in the absence of coverage of audit trail (edit log) with respect todatabase level in the independent auditor's report in relation to controls at the service organization for accounting softwares usedfor preparation of financial statements, which is operated by third party software service provider, management is unable to assesswhether the database of the softwares to log any direct changes has a feature of recording audit trail (edit log) facility and whetherthe same has been enabled and operated throughout the year for all relevant transaction recorded or whether there is any instance ofaudit trail feature being tampered with. Also, the Company is unable to assess whether the audit trail feature of prior years has beenpreserved by the Company as per the statutory requirements for record retention at database level.
Further in the absence of SOC Report for the period from January 01, 2026 to March 31, 2026 for two applications, the Company isunable to comment whether back-up of the books of account and other books and papers maintained in electronic mode, have beenkept in servers physically located in India on a daily basis.
Note 52: Subsequent events
(i) Subsequent to the year ended March 31, 2026,The Board of Directors of the Company, at its meeting held of May 21, 2026, hasapproved the investment in Bikaji Foods International USA Corp, Wholly-Owned Subsidiary of the Company, by way of additionalsubscription in capital up to USD 50,00,000.
(ii) Subsequent to the year ended March 31, 2026,The Board of Directors of the Company, at its meeting held of May 21, 2026, hasapproved the investment in Jai Barbareek Dev Snacks Private Limited ("JBDSPL"), by way of acquisition of 14,800 (Fourteen
Note 52: Subsequent events (Contd..)
Thousand and Eight Hundred) Equity Shares, having face value of INR 10 (Rupees Ten Only) each, from existing shareholders,representing 74% of Equity Share Capital of JBDSPL along-with the issuance of Corporate Guarantee in favor of HDFC BankLimited, on behalf of Jai Barbareek Dev Snacks Private Limited up to an amount of INR 5,900 Lakhs.
(iii) Subsequent to the year ended March 31, 2026,The Board of Directors of the Company, at its meeting held of May 21, 2026, hasapproved the execution of a Loan Agreement with Dadiji Snacks Private Limited, Contract Manufacturing Unit of the Company, upto INR 500 Lakhs.
(iv) Subsequent to the year ended March 31, 2026,The Board of Directors of the Company, at its meeting held of May 21, 2026,has approved the issuance of Corporate Guarantee in favor of HDFC Bank Limited, on behalf of Bhujialalji Private Limited, asubsidiary of the Company up to an amount of INR 500 Lakhs.
(v) Subsequent to the year ended March 31, 2026,The Board of Directors of the Company, at its meeting held of May 21, 2026, hasapproved the investment in Bikaji Bakes Private Limited, Wholly-Owned Subsidiary of the Company, up to H 500 Lakhs, in the formof 50,00,000 (Fifty Lakh) Optionally Convertible Debenture (OCDs).