M. Provisions, contingent liabilities and contingentassets
Provisions are recognized when there is a presentobligation (legal or constructive) as a result of a pastevent, it is probable that an outflow of resourcesembodying economic benefits will be required tosettle the obligation and a reliable estimate can bemade of the amount of the obligation. The expensesrelating to a provision is presented in the Statementof Profit and Loss net of any reimbursement. Ifthe effect of the time value of money is material,provisions are determined by discounting theexpected future cash flows specific to the liability.The unwinding of the discount is recognised asfinance cost. A provision for onerous contracts ismeasured at the present value of the lower of theexpected cost of terminating the contract and theexpected net cost of continuing with the contract.Before a provision is established, the Companyrecognises any impairment loss on the assetsassociated with that contract.
A disclosure for a contingent liability is made whenthere is a possible obligation or a present obligationthat may, but will probably not, require an outflow ofresources. When there is a possible obligation of apresent obligation in respect of which the likelihoodof outflow of resources is remote, no provisiondisclosure is made. A contingent asset is notrecognised but disclosed in the financial statementswhere an inflow of economic benefit is probable.
Commitments include the amount of purchase order(net of advance) issued to parties for completionof assets. Provisions, contingent assets, contingentliabilities and commitments are reviewed at eachbalance sheet date.
N. Leases
Company as a lessee
The Company’s lease asset classes primarilyconsist of leases for land. The Company assesseswhether a contract contains a lease, at inceptionof a contract. A contract is, or contains, a lease ifthe contract conveys the right to control the use ofan identified asset for a period of time in exchangefor consideration. To assess whether a contractconveys the right to control the use of an identifiedasset, the Company assesses whether: (i) thecontract involves the use of an identified asset (ii)the Company has substantially all of the economicbenefits from use of the asset through the periodof the lease and (iii) the Company has the right todirect the use of the asset.
At the date of commencement of the lease, theCompany recognizes a right-of-use asset (“ROU”)and a corresponding lease liability for all leasearrangements in which it is a lessee, except forleases with a term of twelve months or less (short¬term leases) and low value leases. For these short¬term and low value leases, the Company recognizesthe lease payments as an operating expense on astraight-line basis over the term of the lease. Certainlease arrangements include the options to extendor terminate the lease before the end of the leaseterm. ROU assets and lease liabilities include these
options when it is reasonably certain that they willbe exercised.
The right-of-use assets are initially recognized atcost, which comprises the initial amount of thelease liability adjusted for any lease paymentsmade at or prior to the commencement date of thelease plus any initial direct costs less any leaseincentives. They are subsequently measured atcost less accumulated depreciation and impairmentlosses. Right-of-use assets are depreciated from thecommencement date on a straight-line basis overthe shorter of the lease term and useful life of theunderlying asset. Right of use assets are evaluatedfor recoverability whenever events or changes incircumstances indicate that their carrying amountsmay not be recoverable.
The lease liability is initially measured at amortizedcost at the present value of the future leasepayments. The lease payments are discounted usingthe interest rate implicit in the lease or, if not readilydeterminable, using the incremental borrowing ratesin the country of domicile of these leases. Leaseliabilities are remeasured with a correspondingadjustment to the related right of use asset if theCompany changes its assessment if whether it willexercise an extension or a termination option.
Lease liability and ROU asset have been separatelypresented in the Balance Sheet and lease paymentshave been classified as financing cash flows.
Company as a lessor
Leases under which the Company is a lessor areclassified as a finance or operating lease. Leasecontracts where all the risks and rewards aresubstantially transferred to the lessee are classifiedas a finance lease. All other leases are classified asoperating lease.
For leases under which the Company is anintermediate lessor, the Company accounts forthe head-lease and the sub-lease as two separatecontracts. The sub-lease is further classifiedeither as a finance lease or an operating lease byreference to the RoU asset arising from the head-lease.
O. Cash and cash equivalents
Cash and cash equivalent in the balance sheetcomprise cash at banks and on hand and short¬term deposits with an original maturity of threemonths or less, which are subject to an insignificantrisk of changes in value.
P Earnings per share
i. Basic earnings per share
Basic earnings per share is calculatedby dividing:
- the profit attributable to owners ofthe Company
- by the weighted average number of equityshares outstanding during the financialyear, adjusted for bonus elements inequity shares issued during the year andexcluding treasury shares.
ii. Diluted earnings per share
Diluted earnings per share adjusts the figuresused in the determination of basic earningsper share to take into account:
- the after income tax effect of interest andother financing costs associated withdilutive potential equity shares, and
- the weighted average number of additionalequity shares that would have beenoutstanding assuming the conversion ofall dilutive potential equity shares.
Q. Business combination
Business combinations are accounted for using theacquisition method. The cost of an acquisition ismeasured as the aggregate of the considerationtransferred measured at acquisition date fair valueand the amount of any non-controlling interestsin the acquiree if any. Acquisition-related costsare expensed as incurred. At the acquisition date,the identifiable assets acquired and the liabilitiesassumed if any are recognised at their acquisitiondate fair values. For this purpose, the liabilitiesassumed include contingent liabilities representingpresent obligation and they are measured at their
acquisition fair values irrespective of the fact thatoutflow of resources embodying economic benefitsis not probable. However, the following assets andliabilities acquired in a business combination aremeasured at the basis indicated below:
Deferred tax assets or liabilities, and the assets orliabilities related to employee benefit arrangements.are recognised and measured in accordance withInd AS 12 Income Tax and Ind AS 19 EmployeeBenefits respectively. When the Company acquiresa business, it assesses the financial assets andliabilities assumed for appropriate classificationand designation in accordance with the contractualterms, economic circumstances and pertinentconditions as at the acquisition date. Goodwill isinitially measured at cost, being the excess of theaggregate of the consideration transferred and theamount recognised for noncontrolling interests, andany previous interest held, over the net identifiableassets acquired and liabilities assumed. If the fairvalue of the net assets acquired is in excess ofthe aggregate consideration transferred (bargainpurchase), the Company re-assesses whether it hascorrectly identified all the assets acquired an all ofthe liabilities assumed and reviews the proceduresused to measure the amounts to be recognised atthe acquisition date. If the reassessment still resultsin an excess of the fair value of net assets acquiredover the aggregate consideration transferred, thenthe gain is recognised in Other ComprehensiveIncome (OCI) an accumulated in equity as capitalreserve. However, if there is no clear evidence ofbargain purchase, the entity recognises the gaindirectly in equity as capital reserve, without routingthe same through OCI.
Business combinations arising from transfers ofinterests in entities that are under common controlare accounted using pooling of interest method.The difference between consideration given andthe aggregate historical carrying amounts of assetsand liabilities of the acquired entity are recordedin equity.
T Research and Development expenditure
Expenditure on research is recognised as anexpense when it is incurred. Expenditure ondevelopment which does not meet the criteria for
recognition as an intangible asset is recognised asan expense when it is incurred. Items of Property,Plant and Equipment and acquired Intangibleassets are used for research and development arecapitalised and depreciated in accordance with thepolicies stated for Property, Plant and Equipmentand Intangible assets.
S. Recent Pronouncements
The Ministry of Corporate Affairs vide notificationdated 7 May 2025 and 13 August 2025 notifiedthe Companies (Indian Accounting Standards)Amendment Rules, 2025 and Companies (IndianAccounting Standards) Second AmendmentRules, 2025, respectively, which amended certainaccounting standards (see below), and are effectivefor annual reporting periods beginning on or after 1April 2025:
(a) Ind AS 1 - Presentation of Financial StatementsClarifications on classification of liabilities ascurrent or non-current, including the impact ofloan covenants and rights to defer settlement.
(b) Supplier Finance Arrangements -Amendments to Ind AS 7 and Ind AS 21The
amendment in Ind AS 7 requires to informusers of financial statements of the existenceof supplier finance arrangements and explainthe nature of the arrangements, the carryingamount of liabilities and the range of paymentdue dates. Ind AS 107 has been amended toadd supplier finance arrangements as a factorthat may cause concentration of liquidity risk.The Company provided new disclosures forliabilities under supplier finance arrangementsin note 20.
(c) International Tax Reform - Pillar TwoModel Rules - Amendments to Ind AS 107
The Ministry of Corporate Affairs (MCA) hasnotified amendments to Ind AS 12, IncomeTaxes, to incorporate the OECD Pillar TwoModel Rules. These amendments introducespecific disclosure requirements for entitiesthat may be subject to Pillar Two income tax.Pillar Two legislation has not yet been enactedin India, where the Company is headquartered.Accordingly, no adjustments have been made
to these financial statements in respect ofPillar Two income taxes. The Company willcontinue to monitor developments in India andother jurisdictions in which it operates, and willevaluate the impact of such legislation as andwhen it becomes applicable.
(d) Lack of Exchangeability - Amendments
to Ind AS 21 The amended Ind AS 21have added requirements to help entitiesto determine whether a currency isexchangeable into another currency, and thespot exchange rate to use where it is not.
These amendments did not have anymaterial impact on the amounts recognisedin prior periods and are not expectedto significantly affect the current orfuture periods.
T New and amended standards not yet adoptedMinistry of Corporate Affairs (“MCA’) notifies newstandard or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time.
Ind AS 1- Presentation of Financial StatementsClarifications on classification of liabilities as currentor non-current, basis the timing of waiver grantedby the lender on breach of a material provision.Once effective, the Company does not expectthis amendment to have a material impact on itsoperations or financial statements.
(b) Rights, preferences & Restriction of each class of shares
The Company has one class of Equity shares having a par value of ' 10 per share. Each Share holder is eligible for onevote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. Thedividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual GeneralMeeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company,after distribution of all preferential amounts, in proportion to their share holding.
NOTE : 13. EQUITY SHARE CAPITAL (CONTD.)
(c) Note For Shares Held Under Esop Trust:
The Company has created an Employee Stock Ownership Plan (ESOP) for providing share-based payment to its employees.ESOP is the primary arrangement under which shared plan service incentives are provided to certain specified employeesof the Company and its subsidiaries in India. For the purpose of the scheme, the Company purchases shares from theopen market under ESOP trust. The Company treats ESOP trust as its extension and shares held by ESOP trust aretreated as treasury shares.
The Description of the nature and purpose of each reserve within equity:
General Reserve: General reserve is a free reserve which is created by transferring fund from retained earnings to meet futureobligations and purposes.
Retained Earnings: Retained earnings are the profits that the company has earned till date, less any transfers to generalreserve, dividends paid to shareholders.
Securities Premium: Security premium is used to record the premium received on issue of shares. It is utilised in accordancewith the provisions of Companies Act, 2013.
Capital Reserve on Business Combination: This represents the capital reserve on account of business combination purchaseof unit of Solaris Chemtech industries ltd, amalgamation of BuLi Chemicals India Private Limited under common control businesscombination transaction.
Employee stock option reserve :The Company offers ESOP, under which options to subscribe for the Company’s share havebeen granted to certain employees and senior management of Neogen Chemicals and its subsidiaries. The reserve is used torecognise the value of equity settled share based payments provided as part of the ESOP scheme.
Other Comprehensive Income - Remeasurement of defined benefit plans : Remeasurement of defined benefit plansrepresents actuarial gains and losses relating to gratuity.
Treasury Shares: The Company has formed an Employee Welfare Trust for purchasing Company’s share to be allotted to eligibleemployees under Employees Stock Options Scheme, 2024. As per Ind AS 32 - Financial Instruments: Presentation, Reacquiredequity shares of the company are called Treasury Shares and deducted from equity.
Notes:
1 The secured term loan outstanding of ' 24.25 crore (March 31,2025: ' 48.82 crore) from HDFC Bank carries interest at790% p.a (REPO rate plus 2.65%). The loan is repayable within 7 years from its origination and the final instalment ofrepayment is due on 30-03-2028. Charge created on current and future movable and immovables assets of the company.
2 The secured term loan outstanding of ' 13.75 crore (March 31,2025: ' 18.75 crore) from Axis Bank carries interest at 795%p.a (REPO rate plus 2.70%). The loan is repayable within 7 years from its origination and the final instalment of repaymentis due on 31-12-2028.Charge created on current and future movable and immovables assets of the company.
3 The secured term loan outstanding of ' 21.13 crore (March 31,2025: ' 11.99 crore ) from Bandhan Bank carries interestat 8.25% p.a (REPO rate plus 3.00%). The loan is repayable within 7 years from its origination and the final instalment ofrepayment is due on 29-08-2031. Charge created on current and future movable and immovables assets of the company.
4 Redeemable Non Convertible Debentures (NCD) issued by company amounting to ' 200.00 crore (March 31,2025: Nil)are rated, listed and secured by way of Subservient charge over immovable assets at Karakhadi,Dahej, ' 15.00 crore fixeddeposit has been specifically liened and all the movable asset of the company .These debentures will mature on 12-02¬2028 . The interest rates is 10.5% p.a.
5 The secured term loan outstanding of ' 62.39 crore (March 31,2025: NIL) from Vivitri Capital carries interest at 12.00%p.a. The loan is repayable within 2 years from its origination and the final instalment of repayment is due on 28-03-2028,with put option. Subservient and continuing charge by way of hypothecation over all current assets and future currentassets and present and future movable fixed assets, ' 8.45 crore fixed deposit and ' 5.85 crore security deposit has beenspecifically liened.
6 Charge created on current and future movable and immovables assets of the company.
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets andcurrent tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilitiesand recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates oftaxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assetswill be recovered.
Given that the Company does not have any intention to dispose investments in subsidiaries in the forseeable future, deferredtax asset on indexation benefit in relation to such investments has not been recognised.
Under these arrangements:
suppliers may elect to receive payment from the finance provider before the original invoice due date;
the finance provider settles the amount due to participating suppliers; and
the Company settles the obligation with the finance provider on the agreed due date.
The supplier finance arrangements are entered into to facilitate efficient working capital management and provide supplierswith optional early payment facilities.
The obligations under these arrangements continue to be recognised as trade payables since the nature of the liabilities remainsconsistent with liabilities arising from the purchase of goods and services.
Loss. This approach is consistent with the guidance issued by the Institute of Chartered Accountants of India. The implementationof the Labour Codes has resulted in an increase of ' 0.10 Crore in the provision for defined benefit obligation, which hasbeen recognised as an employee benefit expense in the year ended March 31,2026. The Company continues to monitor thefinalisation of Central and State Rules, as well as Government clarifications on other aspects of the Labour Codes and willincorporate appropriate accounting treatment based on these developments as required.
The Company has formulated Employee Share-based Payment Schemes (ESOP) named “Neogen Chemicals Employee StockOption Scheme, 2024” during the year ended 2025, as approved by the Board of Directors of the Company dated 1st April 2025for issuance of stock options to its employees as well as to the employees of its subsidiary company.
Under the plan, options will be vested in specified ratio subject to fulfilment of the performance criteria as laid down in thescheme.This shall be monitored annually as per the performance evaluation cycle of the company and options shall be vestedbased on achieved performance.
On March 05, 2025, there was fire at Multi-Purpose Plant (MPP3) Facility, Tank Farms and warehouse at Dahej SEZ Plant ofthe Company. This incident led to damage of certain property, plant and equipment, inventory and interrupted business. TheCompany is adequately insured for reinstatement value of damaged fixed assets, inventory and loss of profits due to businessinterruption. The Company has intimated the fire incident with the insurance company and submitted loss estimate pertaining toreplacement value of the damaged property, plant and equipment, loss of damaged inventory and incidental expenses incurredon account of fire. The Claim is admitted by the insurance company.
During the financial year ended March 31,2025, the Company has recognised loss of ' 348.16 Crore on account of damageto certain property, plant & equipment, inventory and estimated cost of incidental charges. The Company has recognisedinsurance claim receivable of ' 334.60 Crore to the extent of recovery of loss after adjusting applicable deductibility consideringits assessment of loss and admissibility of claims as per the policy, adequacy of coverage and nature of loss and based upon theindependent opinion obtained by the company from Independent Surveyor and Independent Expert Practitioner. The Companyhas not accounted claim for loss of profit due to business interruption and excess value of reinstatement of assets over writtendown value as per accounting conservatism. The aforementioned losses and corresponding insurance claim has been presentedon a net basis of ' 13.56 Crore under exceptional item and claim receivable in other current financial assets in these standalonefinancial statement for the financial year ended March 31,2025.
During the current year ended March 31,2026, Company has received ' 14705 Crore (' 140.00 Crore as on account paymentfrom insurance company and balance ' 705 Crore pertains to sale of scrap) and incurred further incidental charges of ' 1.41Crore which is also claimed as per insurance policy.
NOTE : 33. EARNINGS PER SHARE
Basic Earnings per share (EPS) amounts are calculated by dividing the profit for the year attributable to equity holders ofthe parent by the weighted average number of equity shares outstanding during the year. Diluted earnings /(loss) per shareamounts are calculated by dividing the profit/loss attributable to equity holders by the weighted average number of equity sharesoutstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all thedilutive potential equity shares into equity shares.
(b) Defined Benefit Plans
Gratuity
The Company has covered its Gratuity liability under Group Gratuity policy viz ‘Employee Group Gratuity Scheme’ issuedby LIC of lndia . As per company policy, an employee on separation (after fulfilling other conditions) is eligible for benefit,which is equal to 15 days salary for each completed year of service. Hence, Gratuity is covered under a defined benefitplan. The Insurance policy represents the plan assets. The present value of obligation is determined based on actuarialvaluation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unitof employee benefit entitlement and measure each unit separately to build up the final obligation.
Compensated Absences
The Company has also provided long term compensated absences which is outstanding. The obligation for leaveencashment is recognised in the same manner as gratuity.
The following tables summarise the components of net benefit expense recognised in the statement of profit and loss andthe funded status and amounts recognised in the balance sheet for gratuity and leave encashment plan:
NOTE : 37 SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating DecisionMaker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of theoperating segments, has been identified as the Board of directors. The Company has identified only one segment as reportingsegment based on the information reviewed by CODM.
The Company deals in Specialty Chemicals and considering that the nature of products and the predominant risk and returnsof the products are similar, the Company considers it as one operating segment in accordance with Ind AS 108.
NOTE : 38. ACCOUNTING CLASSIFICATION AND FAIR VALUES
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, arepresented below.
a) Abbreviations
FVTPL - Fair value through the profit and loss
FVTOCI - Fair Value through other comprehensive income
b) The investments does not include equity investment which are carried at cost and hence are not required to be disclosedas per Ind AS 107 “Financial instruments disclosures
c) The Company uses the following hierarchy for determining and / or disclosing the fair value of financials instruments byvaluation techniques.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly(i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 — Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTE : 38. ACCOUNTING CLASSIFICATION AND FAIR VALUES (CONTD.)
d) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchangedin a current transaction between willing parties.
The following methods and assumptions were used to estimate the fair values:
The fair value of quoted equity investment and mutual funds are based on price quotations at the reporting date.The Company enters into derivative financial instruments with various counterparties, principally with banks. Foreignexchange forward contracts and cross currency interest and principal swap are valued using valuation techniques, whichemploys the use of market observable inputs. The model incorporates various inputs including the credit quality of counterparties, foreign exchange spot and forward rates.
Mutual Funds: The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by theissuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which theissuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
Derivative assets and liabilities: The Company enters into a variety of derivative financial instruments to manage its exposureto foreign exchange rate risks, including foreign exchange forward contracts and cross currency swaps. Derivatives are initiallyrecognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair valueat the end of each reporting year.
e) There were no transfers between level 1 and 2 during the year.
NOTE : 39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support itsoperations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalentsthat derive directly from its operations. The Company also enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees themanagement of these risks. The Company’s senior management is supported by a financial risk committee that advises onfinancial risks and the appropriate financial risk governance framework for the Company. The financial risk committee providesassurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policiesand procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies andrisk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriateskills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may beundertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equityprice risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivativefinancial instruments.
The sensitivity analyses in the following sections relate to the position as at March 31,2026 and March 31,2025
The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post-retirementobligations and provisions.
NOTE : 39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is basedon the financial assets and financial liabilities held at March 31,2026 and March 31,2025.
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’s exposure to the risk of changes in market interest ratesrelates primarily to the Company’s long-term debt and short term debt obligations with floating interest rates.If the interest rates had been 1% higher / lower and all other variables held constant, impact on the Company’s profit for theyear ended March 31,2026 and March 31,2025 will not be significant.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreignexchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’soperating activities (when revenue or expense is denominated in a foreign currency).
The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from thereporting date. The Company uses forward exchange contracts to hedge the currency exposure and is therefore not exposedto significant currency risk at the respective reporting dates.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives tomatch the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure fromthe point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payablethat is denominated in the foreign currency.
Foreign currency sensitivity
The following table details the Company’s sensitivity to a 5% appreciation and depreciation in the ' against the relevant foreigncurrencies net of hedge accounting impact.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation atthe year-end for a 5% change in foreign currency rates, with all other variables held constant. A positive number below indicatesan increase in profit or equity where ' strengthens by 5% against the relevant currency. For a 5% weakening of ' against therelevant currency, there would be a comparable impact on profit or equity, and the balances below would be negative.
NOTE : 39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)Price risk
The Company does not have much exposure to price risk due to annual contracts and pass through mechanism for imports.Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to afinancial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financingactivities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.The entity continuously monitors defaults of customers and other counterparties and incorporates this information into its creditrisk controls.
None of the financial instruments of the Company result in material concentrations of credit risk. The company’s objective is toseek continual revenue growth while minimising losses incurred due to increased credit risk exposure.
Liquidity Risk
Liquidity risk is the risk that the entity will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset.
The entity’s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilitieswhen they are due Management monitors rolling forecasts of the entity’s liquidity position and cash and cash equivalents on thebasis of expected cash flows. The entity takes into account the liquidity of the market in which the entity operated.
As described in Note 20, the Company also participates in a supplier finance arrangement with the principal purpose of facilitatingefficient payment processing of supplier invoices and providing the willing suppliers early payment terms compared with therelated invoice payment due date. The arrangement allows the Company to centralise payments of trade payables to the bankrather than paying each supplier individually. From the Company’s perspective, the arrangement does not significantly extendpayment terms beyond the normal terms agreed with other suppliers that are not participating.
The company has given bank guarantees against the loans and credit facilities of subsidiaries. These amounts will be payableon default by the concerned entity. As of the reporting date, the subsidiary have not defaulted and hence, the company doesnot have any present obligation to third parties in relation to such guarantees.
NOTE : 41. CAPITAL MANAGEMENT
The primary objective of the Company’s capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividendpayment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearingratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans andborrowings, trade and other payables, less cash and cash equivalents.
NOTE 42 - OTHER STATUTORY INFORMATION
i) The Company does not have any benami property, where any proceeding has been initiated or pending against theCompany for holding any benami property.
ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iii) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (funding party) withthe understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lends or invest in other persons or entities identified in any manner whatsoever by or on behalfof the funding party (ultimate beneficiaries) or
(b) provides any guarantee, security or the like on behalf of the ultimate beneficiaries.
iv) The Company has not advanced or loaned or Invested fund to any other person(s) or entity(ies), including foreign entities(intermediaries) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lends or invest in other persons or entities identified in any manner whatsoever by or on behalfof the company (ultimate beneficiaries) or
NOTE 42 - OTHER STATUTORY INFORMATION (CONTD.)
v) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreementwith the books of accounts.
vi) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
vii) The Company does not have any transactions with companies which are struck off.
viii) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.
ix) The Company have no charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
x) The Company has not revalued its intangible assets and accordingly the revaluation as defined under rule 2 of Companies
(Registered Valuers and Valuation) Rules, 2017 is not applicable.
xi) The Company has complied with provision prescribed under clause (87) of section 2 of the Companies Act, 2013 formaintaining layers of Companies.
xii) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments underthe Income Tax Act, 1961, that has not been recorded in the books of account.
NOTE 46 - DISCLOSURE PURSUANT TO IND AS 103 “BUSINESS COMBINATION”
Buli Chemicals India Private Limited, wholly owned subsidiary, merged with company under scheme of Amalgamation approvedby National Company Law Tribunal, Mumbai Bench, through order dated January 09, 2025 the Scheme is effective from thedate of filing of the certified copy of Order with the Registrar of Companies, Mumbai i.e. January 31,2025 (“Effective Date”),withappointed date as April 1,2024. The Scheme sanctioned being a common control transaction has been accounted using poolingof interest method, in accordance with INDAS 103 “Business Combination” involving the following:
i) The assets and liabilities of Buli Chemicals India Private Limited were reflected at their carrying amounts. No adjustmentwas made to reflect the fair values, or recognise any new asset or liability.
ii) The balance of the Retained earnings appearing in the financial statements of the Buli Chemicals India Private Limitedwas aggregated with the corresponding balance appearing in the financial statements of the Company.
iii) Restating the financials of the Company from April 1, 2023.
NOTE 47: SUBSEQUENT EVENTS
The Board of Directors of the Company, at its meeting held on March 7 2026, inter alia approved the issue and offer of 10,00,000equity shares of face value of ' 10 each at a price of ' 1,610 per Equity Share including a premium of ' 1,600 per Equity Share,aggregating to ' 1,61,00,00,000 (Rupees One Hundred and Sixty One Crore only) on preferential basis for cash consideration.Subsequently, the shareholders of the Company at its Extra Ordinary General meeting held on March 29, 2026, has approvedissue, offer and allotment of the said 10,00,000 equity shares to Cadamba Solutions Private Limited, a Promoter Group memberof the Company. The receipt of the application money and the allotment of the said equity shares of the Company on a preferentialbasis was done on April 18, 2026. The Equity Shares were listed on Bombay Stock Exchange and National Stock Exchange.
NOTE 48: PROPOSED DIVIDEND
The Board of Directors of the Company at its meeting held on May 16, 2026, has recommended a final dividend of ' 1 per equityshare on the paid-up equity share capital of the Company for F.Y. 2025-26, subject to approval of shareholders.
NOTE : 49. Previous year figures have been regrouped/rearranged where necessary to conform to current year’s classification.