j. Provisions (other than for employee benefits)
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation thatcan be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows (representing the best estimate of theexpenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects currentmarket assessments of the time value of money and the risks specific to the liability.
The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligationat the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
k. Revenue
(i) Sale of goods
The Company manufactures, sales and trades in plywood and allied products. Sales are recognised when control ofthe products has transferred. Once the products are dispatched/delivered to the dealer, the dealer has full discretionover the channel and price to sell the products, and there is no unfulfilled obligation that could affect the dealer'sacceptance of the products. Delivery occurs when the products have been shipped to the specific location, the riskof obsolescence and loss have been transferred to the dealer, and either the dealer has accepted the products inaccordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidencethat all criteria for acceptance have been satisfied.
Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts, if any.Revenue excludes taxes collected from customers.
Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volumediscounts. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.
Generally, the Company receives short term advances from its customers. Using the practical expedient in Ind AS115, the Company does not adjust the promised amount of consideration for the effects of a significant financingcomponent if it expects, at contract inception, that the period between the transfer of the promised goods to thecustomer and when the customer pays for those goods will be one year or less.
l. Government grants
Grants from Government are recognised at their fair value where there is reasonable assurance that the grant will bereceived and the Company will comply with the conditions attached thereto.
Government grants related to revenue are recognised in the Statement of Standalone Profit and Loss on a systematicand rational basis in the periods in which the Company recognises the related costs for which the grants are intended tocompensate and are netted off with the related expenditure. If not related to a specific expenditure, it is taken as incomeand presented under “"Other Operating Revenue””.
m. Leases and Right to use assets
With effect from 01 April 2019, the Company has applied Ind AS 116 using the modified retrospective approach. Thedetails of accounting policies under Ind AS 17 are disclosed separately if they are different from those under Ind AS 116.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains,a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange forconsideration. To assess whether a contract conveys the right to control the use of an identified asset, the Companyassesses whether:
- the contract involves the use of an identified asset - this may be specified explicitly or implicitly and should bephysically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has asubstantive substitution right, then the asset is not identified;
- the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout theperiod of use; and
- the Company has the right to direct the use of the asset. The Company has this right when it has the decision-makingrights that are most relevant to changing how and for what purpose the asset is used. In rare cases where thedecision about how and for what purpose the asset is used is predetermined, the Company has the right to directthe use of the asset if either:
- the Company has the right to operate the asset; or
- the Company designed the asset in a way that predetermines how and for what purpose it will be used.
This policy is applied to contracts entered into, or changed, on or after 1 April 2019.
At inception or on reassessment of a contract that contains a lease component, the Company allocates the considerationin the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of landand buildings in which it is a lessee, the Company has elected not to separate non-lease components and account forthe lease and non-lease components as a single lease component.
Under Ind AS 116: (as a lessee)
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assetis initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease paymentsmade at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantleand remove the underlying asset or to restore the underlying asset or the site on which it is located, less any leaseincentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to theearlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful livesof right-of-use assets are determined on the same basis as those of property plant and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of thelease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencementdate, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company'sincremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at thecommencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in anoptional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for earlytermination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is achange in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimateof the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment ofwhether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of theright-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company presents right-of-use assets that do not meet the definition of investment property and lease liabilitiesseparately in the statement of financial position
Short-term leases and leases of low-value assets
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of office premisesthat have a lease term of 12 months or less and leases of low-value assets.
n. Recognition of dividend income, interest income or expense and insurance claim.
Dividend income is recognised in Statement of Standalone Profit and Loss on the date on which the Company's right toreceive payment is established.
Interest income or expense is recognised using the effective interest method. The 'effective interest rate' is the rate thatexactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset(when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that havebecome credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interestrate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interestincome reverts to the gross basis.
o. Income tax
Income tax expense comprises of current tax and deferred tax. Current tax and deferred tax are recognised in theStatement of Standalone Profit and Loss except to the extent that it relates to items recognised directly in equity or in OCI.
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and anyadjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the
best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, relatedto income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the end of thereporting period.
Current tax assets and 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 net basis or simultaneously.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilitiesfor financial reporting purposes and the corresponding amounts used for taxation purposes (tax base). Deferred taxis also recognised in respect of carried forward tax losses. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not abusiness combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries and joint arrangements to the extent that theCompany is able to control the timing of the reversal of the temporary differences and it is probable that theywill not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available againstwhich they can be used. The existence of unused tax losses is strong evidence that future taxable profit may notbe available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only tothe extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficienttaxable profit will be available against which such deferred tax asset can be realised.
Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reducedto the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or theliability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which theCompany expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities andassets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on differenttax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilitieswill be realised simultaneously.
p. Borrowing costs
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings tothe extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds.Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantialperiod of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costsare recognised as an expense in the period in which they are incurred.
Where there is an unrealised exchange loss which is treated as an adjustment to interest and subsequently there is arealised or unrealised gain in respect of the settlement or translation of the same borrowing, the gain to the extent ofthe loss previously recognised as an adjustment is recognised as an adjustment to interest.
q. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares arerecognised as a deduction from equity, net of any tax effects.
r. Dividends
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividendsare recorded as a liability on the date of declaration by the Board of Directors of the Company.
s. Cash and cash equivalents
Cash and cash equivalents include cash and cash-on-deposit with banks. The Company considers all highly liquidinvestments with a remaining maturity at the date of purchase of three months or less and that are readily convertibleto known amounts of cash to be cash equivalents.
t. Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactionsof a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of incomeor expenses associated with investing or financing cash flows. The cash flows from operating, investing and financingactivities of the Company are segregated.
u. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholdersby the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equityshareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of alldilutive potential equity shares.
v. Operating segment
An operating segment is a component of the Company that engages in business activities from which it may earnrevenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company'sother components, and for which discrete financial information is available. All operating segments' operating results arereviewed regularly by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated tothe segments and assess their performance. The CODM consists of the Executive Chairman cum Managing Director, JointManaging Director & CEO and Chief Financial Officer.
The Company business activity fall within a single operating segment, namely 'Plywood and allied products.
w. Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a presentobligation that is not recognised because it is not probable that an outflow of resources will be required to settlethe obligation. The Company does not recognise a contingent liability but disclosures its existence in the standalonefinancial statements.
3A. Standards issued but not yet effective
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies(Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2025, MCA has notifiedInd AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions,applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on itsevaluation has determined that it does not have any significant impact in its financial statements.
(b) Security
As at 31 March 2025, property, plant and equipment with a carrying amount of H9,507.45 lakhs (31 March 2024: H9,814.85lakhs) are subject to charge to secured borrowings (see note 20).
(c) For contractual commitment with respect to property, plant and equipment, refer note 38.
5. Right-of-use assets and leases
See accounting policy in note 3(m).
The Company's lease arrangement is in respect of lands taken on lease for the period ranging between 90-99 years, officepremises/godown taken on lease for the period 3-5 years and vehicles taken on lease for the period 2-5 years.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROUassets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficientto meet the obligations related to lease liabilities as and when they fall due.
The Company incurred Rs. 1,118.63 lakhs (31 March 2024: H861.90 lakhs) for the year ended 31 March 2025, towardsexpenses relating to short term leases and leases of low value assets included under Rent. (refer note 33).
The total cash outflow for leases is Rs. 1,655.42 lakhs (31 March 2024: H1,293.52 lakhs) for the year ended 31 March 2025,including cash outflow for short term and leases of low value assets.
Information about the Company's fair value measurement and exposure to credit and market risks are disclosed in note41 and 42.
A In line with the philosophy of enhancing the share of renewable power source in its operations, the Company hasentered into a Power Purchase Agreement (PPA) with ReNew Green (GJ Four) Private Limited to procure agreed outputof wind and solar energy. Further, to comply with regulatory requirement for being a “captive user” under the ElectricityLaws, 2003, during the previous year, the Company has entered into the Share Purchase, Subscription and Shareholder'sAgreement (SPSSA) to acquire up to 3.12% stake in ReNew Green (GJ Four) Private Limited, throughout the term of thedefinitive agreements i.e. PPA and SPSSA.
(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares with par value of H1 per share. Accordingly, all equity shares rankequally with regard to dividends and share in the Company's residual assets on winding up. The equity shareholdersare entitled to receive dividend as declared by the Company from time to time. The voting rights of an equityshareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of theCompany. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payablehas not been paid. Failure to pay any amount called up on shares may lead to their forfeiture.
On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of theCompany, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.
Note:
Shares held in abeyance
In compliance with the provisions of the Companies Act, 2013, 2000 equity shares of the Company held by 2shareholders are unclaimed and held in “Greenply Industries Limited” - Unclaimed Suspense Account.
Description, nature and purpose of reserve:
(i) Retained earnings : Retained earnings are the profits by the company has earned till date, less any transfer togeneral reserve, dividends or other distributions paid to shareholders. It also includes remeasurement gain/loss ofdefined benefit plan.
(ii) Share options outstanding reserve : This reserve relates to stock options granted by the Company to eligibleemployees under Greenply Employee Stock Option Plan 2020 (Scheme). This reserve is transferred to securitiespremium or retained earnings on exercise or cancellations of vested options respectively.
(iii) Share application money pending allotment : This relates to amount received against application money receivedfrom employees under the Stock options exercised under Greenply Employee Stock Option Plan 2020 (Scheme).
(iv) Securities premium : This reserve represents the premium on issue of shares and can be utilised in accordance withthe provisions of the Companies Act.
(B) Details of security
(a) Term loans of H600.40 lakhs (31 March 2024: H Nil lakhs) are secured by:
First pari passu charge on aLL movable fixed assets of the company, present and future, except assets specificallycharged to other lenders.
(b) Secured Loan against vehicles were in respect of finance of vehicles, secured by hypothecation of the respectivevehicles, which was repayable in 37 to 60 months and with interest rate ranging between 6.90% p.a to 9.44% p.a.
(c) Rupee loan repayable on demand of H1,047.39 lakhs(31 March 2024: H2,684.97 lakhs) are secured by:
i) First pari passu charge on all the current assets of the Company.
ii) Second pari passu charge on aLL movabLe fixed assets of the company, present and future, except assetsspecifically charged to other lenders.
iii) Second pari-passu charge on immovable fixed assets of the Company situated at Kriparampur (West Bengal).
(e) The Company has submitted quarterly statements of financial information as required by banks which are inagreement with the books of accounts.
(b) (i) In a case related to availing of area based exemption under Central Excise where company was required topay back excess refund received from the Excise Department for the period from 01.04.2008 to 30.06.2017,the Company had paid under protest its share of liability of H1,625.62 lakhs during the financial ended 31March 2021. The Company had also made a provision of H1,516.03 lakhs towards its share of estimated interesteven though the applicability of interest is litigative in nature. This provision was made with respect to theCompany's own share of 60% in reference to Clause No. 4.3.6 of the Composite Scheme of Arrangement betweenGreenply Industries Limited and Greenpanel Industries Limited, duly approved by the Hon'ble National CompanyLaw Tribunal, Guwahati Bench on 28.06.2019. Considering the nature and size of transaction, the Company hasalready disclosed the above mentioned impact as an “"exceptional items”” in the financial result for the yearended 31 March 2020 and those for the year ended 31 March 2021.
(b) (ii) During the year ended 31 March 2023, the Company has received an order from Office of the Commissioner,Department of Revenue, Central Goods and Services Tax fixing the special rate of value additions for the financialyears 2007-08 to 2016-17 in respect of availing of area based exemption under Central Excise. The managementhas reassessed its liability to Rs. 2,179.64 lakhs including interest with respect to the same and consequentlyhas reversed an excess provision of Rs 962 lakhs, as recognised in earlier years as an “"exceptional items"" forthe year ended 31 March 2023, post providing full impact pursuant to Clause No. 4.3.6 of the Composite Schemeof Arrangement between Greenply Industries Limited and Greenpanel Industries Limited, duly approved by theHon'ble National Company Law Tribunal, Guwahati Bench on 28.06.2019.
During the previous year, the Company has received an order from Office of Assistant Commissioner, Departmentof Revenue, Central Goods and Services Tax quantifying the interest liability in respect of availing of area basedexemption above. Consequently, Company has reversed the excess provision pertaining to interest recognised inearlier years and recognized an exceptional gain of Rs 885.75 lakhs.
(b) (iii) On October 26, 2023, Greenply Industries Limited (“GIL”) incorporated a joint venture entity, Greenply SametPrivate Limited ( or GSPL), with Samet BV. Two directors of GIL have been appointed as the nominee directors onthe Board of GSPL. In February 2024, a guarantee of INR 5,500 lakhs has been given by GIL in favour of a bankfor the loan obtained by GSPL without obtaining prior approval of the shareholders of the Company by way ofspecial resolution. The aforesaid guarantee given is not in compliance with Section 185 of the Companies Act,2013. The Company has initiated necessary steps to ensure compliance with the applicable provisions of the Act.
(a) Defined contribution plan : The Company makes contributions to a government administered fund, determined as aspecified percentage of employee salaries, in respect of qualifying employees towards Provident and Pension Fund,which is a defined contribution plan. The Company has no obligations other than to make the specified contributions.The contributions are charged to the Standalone Statement of Profit and Loss as they accrue. The amount recognisedas an expense towards contribution to Provident fund aggregates to H864.76 lakhs (31 March 2024: H774.91 lakhs).
The Company contributes its Employee State Insurance (ESI) contribution with Employees' State Insurance Corporation(ESIC) maintained by Government agencies, contributions made by the Company for ESI is based on the currentsalaries. In the ESI scheme, contributions are also made by the employees. The annual contribution amount of H30.58lakhs (31 March 2024: H31.62 lakhs) has been charged to the Standalone Statement of Profit and Loss in relation tothe above defined contribution scheme.
(b) Defined benefit plan: Retirement benefits in the form of gratuity is considered as defined benefit obligations andis provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant.In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating thesensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value ofthe defined benefit obligation calculated with the projected unit credit method at the end of the reporting period)has been applied when calculating the defined benefit obligation recognised in the Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to theprior period.
The Board of Directors in their meeting held on 26 December 2023 and the members of the Company through postalballot on 15 February 2024 have approved transfer of 51% of shareholding held in Greenply Middle East Limited (GMEL),Dubai, a Wholly Owned Material Subsidiary, to Group of Investors, for a consideration of USD 1,573,886.
Post approval, the aforesaid transactions was completed on March 26, 2024 (being the effective date of transfer) and theCompany has transferred the shareholding in favour of group of investors on that date for the agreed consideration. Thishas resulted in gain on sale of investment of Rs 381.08 lakhs during previous year ended.
During the current year ended 31 March 2025, Company has recognised provision for impairment of investments ofRs. 660.55 lakhs for investments held in Greenply Holdings Pte. Limited (wholly owned subsidiary of the Company).
36. Share based payments(a) Employee stock option scheme
See accounting policy in note 3(h)
The “"Greenpiy Employee Stock Option Plan 2020”” (herewith referred to as “”ESOP Scheme 2020””) was approved bythe Nomination and Remuneration Committee (NRC) of Board of Directors of the Company, in their meeting held on 14August 2020. Approval of the Shareholders were received on 15 October 2020 (for approval of ESOPs) and 23 December2020 (modification of ESOPs previously approved) with respect to ESOP Scheme 2020. The Scheme is designed to provideincentives to eligible employees to deliver long term returns. Under the Scheme each Option entitles the holder thereofto apply for and be allotted one equity shares of the Company of Re.1 each upon payment of the exercise price at thetime of exercise of options by employees. The exercise period commences from the date of vesting of the Options andexpires at the end of 4 years from the date of vesting. The first options was granted on 17th March 2021 to all the eligibleemployees followed by second options on 16th March 2022.
The Company has granted fresh options to the eligible employees on 06 November 2023 and 01 February 2024.
Vesting schedule of the said options granted on 17th March 2021 was as follows :-
- After 12 Months from the date of grant : 35 % of the options granted
- After 24 Months from the date of grant : 35 % of the options granted
- After 30 Months from the date of grant : 30 % of the options granted
- After 12 Months from the date of grant : 50 % of the options granted
- After 24 Months from the date of grant : 50 % of the options granted
The new options were granted on 16th March 2022 to Mr. Manoj Tulsian, Joint Managing Director & CEOVesting schedule of the above options granted is as below:-
- After 18 Months from the date of grant : 50 % of the options granted
Vesting schedule of the options granted on 20 March 2023 are as follows
- After 12 Months from the date of grant : 25 % of the options granted
- After 24 Months from the date of grant and based on performance of the employee : 25 % of the options granted
- After 36 Months from the date of grant and based on performance of the employee : 25 % of the options granted
- After 48 Months from the date of grant and based on performance of the employee : 25 % of the options granted
Vesting schedule of the options granted on November 6, 2023 are as follows
- After 12 Months from the date of grant : 33.33 % of the options granted
- After 24 Months from the date of grant and based on performance of the employee : 33.33 % of the options granted
- After 36 Months from the date of grant and based on performance of the employee : 33.34 % of the options granted
In terms of the aforesaid plan, the eligible employee of the Company receives certain number of shares of the Companyas per the terms and conditions of the Plan. The aforesaid plan is an equity settled plan.
Vesting schedule of the options granted on February 01, 2024 are as follows
Measurement of fair value
The fair value of ESOP Scheme 2020 as on the date of grant was determined using the Black Scholes Model which takesinto account the share price at the measurement date, expected price volatility of the underlying share, the expecteddividend yield and risk free interest rate and carrying amount of liability included in employee benefit obligations.
The Company has recognised these share based payment transactions as equity settled share based payment transactionin accordance with the requirements of paragraph 43 A and 43 B of Ind AS 102 Share Based Payments, since the Companyreceives the services of the employee to whom the shares have been granted by the Company and the Company has noobligation to settle the same.
g) Terms and conditions of transactions with related parties
Purchase and sales from/to related parties are made in the ordinary course of business and on terms equivalent tothose that prevail in arm's length transactions with other vendors. Outstanding balances at the year-end is unsecuredand settlement occurs in cash.
The Company has not recorded any impairment of receivables relating to amounts owed by a related parties. Thisassessment is undertaken in each financial year through examining the financial position of the related parties andthe market in which the related party operates.
The loan given to related parties are on terms at arm's length price. Outstanding balances at the year-end isunsecured and settlement occurs in cash. The interest on loan given to Indian subsidiaries are repo rate plus 200bps or borrowing rate of Company plus 100 bps, whichever is higher on reducing balance and that given to foreignsubsidiary is at 12 months USD SOFR plus 500 basis points.
The guarantee given to related parties are on terms at arm's length price. The commission on such guarantee hasbeen recovered at arm length price.
h) Details of loans, investments and guarantee covered under Section 186(4) of the Companies Act, 2013(i) Details of loans
Loan given to Greenply Sandila Private Limited and Greenply Speciality Panels Private Limited bears interest rateof repo rate plus 200 bps or borrowing rate of company plus 100 bps, whichever is higher on reducing balanceand is repayable within five year from the date of disbursement and the said loan has been given for businessrequirements.(refer note 9).
(b) The fair value of derivatives (forward foreign exchange contracts,etc) is calculated as the present value determinedusing forward exchange rates and interest rate curve of the respective currencies based on report obtained frombanking partners.
(c) The fair value of unquoted investments included in level 3 is determined using discounted cash flows, net assetvalue approach. Significant unobservable inputs comprise long term growth rates, market conditions of the specificindustry etc. However, the changes in the fair values due to changes in unobservable inputs will not be material tothe financial statements.
There were no transfer of financial assets or liabilities measured at fair value between level 1 and level 3, or transfer intoor out of level 3 during the year ended 31 March 2025 and 31 March 2024.
41. Fair value measurement
The fair values of the financial assets and liabilities are included at the amount at which the instrument could beexchanged in a current transaction between willing parties, other than in forced or liquidation sale.
The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs tovaluation techniques used to measure fair value of financial instruments are:
Level 1: The hierarchy uses quoted prices in active markets for identical assets or liabilities. The fair value of all bondswhich are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market (for example traded bonds, overthe counter derivatives) is determined using valuation techniques which maximise the use of observable market dataand rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrumentare observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included inLevel 3.
42. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
Risk management framework
The Company's principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables.The main purpose of these financial liabilities is to finance the Company operations. The Company's principal financialassets, other than derivatives include trade and other receivables, investments and cash and cash equivalents thatderive directly from its operations.
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.The Company's primary risk management focus is to minimise potential adverse effects of market risk on itsfinancial performance.
The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Company'sexposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company's riskmanagement assessment and policies and processes are established to identify and analyse the risks faced by theCompany, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Riskassessment and management policies and processes are reviewed regularly to reflect changes in market conditions andthe Company's activities.
This note presents information about the Company's exposure to each of the above risks, the Company's objectives,policies and processes for measuring and managing risk, and the Company's management of capital.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or atreasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securitiesand the availability of funding through an adequate amount of credit facilities to meet obligations when due. TheCompany's finance team is responsible for liquidity, funding as well as settlement management. In addition, Processesand policies related to such risks are overseen by senior management. Management monitors the Company's liquidityposition through rolling forecasts on the basis of expected cash flows.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity tomeet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptablelosses or risking damage to the Company's reputation.
Exposure to liquidity risk
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reportingdate based on contractual undiscounted payments.
Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails tomeet its contractual obligations, and arises principally from the receivables from customers and loans. Credit ariseswhen a customer or counterparty does not meet its obligations under a financial instrument or customer contract,leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily tradereceivables) and from its financing/investing activities, including deposits with bank, foreign exchange transactionsand financial guarantees. The Company has no significant concentration of credit risk with any counterparty. Thecarrying amount of financial assets represent the maximum credit risk exposure.
Trade receivable
The management has established a credit policy under which each new customer is analysed individually forcreditworthiness before the Company's standard payment and delivery terms and conditions are offered. TheCompany's review includes external ratings, if they are available, financial statements, credit agency information,industry information and in some cases bank references.
Exposure to credit risks
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.However management also considers the factors that may influence the credit risk of its customer base, includingthe default risk associated with the industry. Details of concentration percentage of revenue generated from topcustomer and top five customers are stated below:
Trade receivables are primarily unsecured and are derived from revenue earned from customers. Credit risk ismanaged through credit approvals, establishing credit limits and by continuously monitoring the creditworthiness ofcustomers to which the Company grants credit terms in the normal course of business. As per simplified approach,the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate therisk of default payments and makes appropriate provisions at each reporting date whenever it is for longer periodand involves higher risk. The movement of expected credit loss provision is as follows:
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in theprice of a financial instrument. The value of a financial instrument may change as a result of changes in the interestrates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect marketrisk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments includinginvestments and deposits, foreign currency receivables, payables and borrowings. The Company uses derivatives tomanage market risks. All such transactions are carried out within the guidelines set by the management.
(a) Currency risk
Foreign currency risk is the risk impact related to fair value or future cash flows of an exposure in foreign currency,which fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes inforeign exchange rates relates primarily to the foreign currency borrowings, import of raw materials and spareparts, capital expenditure, exports of finished goods. The Company evaluates exchange rate exposure arisingfrom foreign currency transactions. The Company follows established risk management policies and standardoperating procedures. It uses derivative instruments like forwards to hedge exposure to foreign currency risk.
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market interest rates. The Company exposure to the risk of changes in market interest rates relatedprimarily to the Company's current borrowing with floating interest rates. The Company constantly monitors thecredit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
43. Capital management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence andto sustain future development of the business. The management monitors the return on capital, as well as the level ofdividends to equity shareholders.
The Company's objective when managing capital are to: (a) to maximise shareholders value and provide benefits to otherstakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.
For the purpose of the Company's capital management, capital includes issued equity share capital and other equityreserves attributable to the equity holders.
The Company monitors capital using debt-equity ratio, which is total debt less liquid investments divided by total equity.
44. Segments information (Ind AS 108)
In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated financialstatements of the Company, and therefore, no separate disclosure on segment information is given in these standalonefinancial statements.
45 . The Company has established a comprehensive system of maintenance of information and documents as required by the transferpricing regulations under Sections 92-92F of the Income-Tax Act, 1961. Since the law requires existence of such informationand documentation to be contemporaneous in nature, the Company continuously updates its documents for the internationaltransactions entered into with the associated enterprises during the financial year. The management is of the opinion that itsinternational transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements,particularly on the amount of tax expense for the year and that of provision for taxation.
Explanation for change in the ratios by more than 25% as compared to the preceding yearDebt-Equity Ratio : Increase due to increase in adjusted net borrowings.
Debt Service Coverage Ratio : Improved due to increase in earnings and repayment of loan during the year.
Inventory turnover ratio : Decreased as a result of increase in closing inventory during the year as compared toopending inventory.
Net Capital turnover ratio : Improved due to increase in revenue during the year and effective utilisation of working capital.Return on investment : Increased due to increase in fair valuation of investments as compared to previous year.
Proposed dividends on equity shares are subject to approval by the shareholders at the ensuing annual general meetingand are not recognised as a liability as at 31 March 2025.
The accompanying notes form an integral part of the standalone financial statementsAs per our report of even date attached
For B S R & Co. LLP For and on behalf of Board of Directors of
Chartered Accountants Greenply Industries Limited
Firm Registration number: 101248W/W-100022 CIN: L20211WB1990PLC268743
Seema Mohnot Rajesh Mittal Manoj Tulsian
Partner Chairman cum Managing Director Joint Managing Director & CEO
Membership No: 060715 DIN : 00240900 DIN : 05117060
Nitinkumar Dagdulal Kalani Kaushal Kumar Agarwal
Chief Financial Officer Company Secretary & Sr. VP-Legal
Place : Kolkata Place : Kolkata
Dated : 28th April 2025 Dated : 28th April 2025