(m) Provisions, Contingent Liabilities andContingent Assets
Provisions are recognised when there is apresent obligation (legal or constructive) asa result of a past event and it is probable thatan outflow of resources embodying economicbenefits will be required to settle the obligationand a reliable estimate can be made ofthe amount of the obligation. The amountrecognised as a provision is the best estimateof the consideration required to settle thepresent obligation at the end of the reportingperiod, considering the risks and uncertaintiessurrounding the obligation. If the effect of thetime value of money is material, provisions arediscounted using a current pre-tax rate thatreflects, when appropriate, the risks specificto the liability. When discounting is used, theincrease in the provision due to the passage oftime is recognised as a finance cost.
Contingent liabilities may arise from litigation,taxation and other claims against the Company.Where it is management’s assessmentthat the outcome is uncertain or cannot bereliably quantified, the claims are disclosed ascontingent liabilities unless the likelihood of anadverse outcome is remote such contingentliabilities are disclosed in the notes but are notprovided for in the financial statements.
Contingent assets are not recognised butare disclosed in the notes where an inflow ofeconomic benefits is probable.
Provisions, contingent liabilities and contingentassets are reviewed at each balance sheet date.
(n) Employee BenefitsShort-term Benefits
Short term employee benefits includingaccumulating compensated absences arerecognised at an undiscounted amount inthe Statement of Profit and Loss for the year inwhich the related services are rendered.
Post-retirement Benefits
Defined Contribution Plans
Retirement Benefits in the form of ProvidentFund which is a defined contribution schemesis charged to the statement of profit and lossfor the period in which the contributions to thefund accrue as per the relevant statute.
Defined Benefit Plans
The Company pays gratuity to the employeeswho have completed five years of servicewith the Company at the time of resignation/superannuation. The gratuity is paid @ 15 dayssalary for every completed year of service asper the Payment of Gratuity Act, 1972.
The gratuity liability amount is contributed by theCompany to the gratuity fund maintained withLife Insurance Corporation of India, exclusivelyfor gratuity payment to the employees.
The liability in respect of gratuity and otherpost-employment benefits is calculated usingProjected Unit Credit Method and spread overthe period during which the benefit is expectedto be derived from employees’ services.
Re-measurements of Defined Benefit Plans inrespect of post-employment are charged tothe Other Comprehensive Income.
(o) Taxes on Income
The tax expense for the period comprises ofcurrent tax and deferred income tax. Tax isrecognised in Statement of Profit and Loss,except to the extent that it relates to itemsrecognised in the Other ComprehensiveIncome or in Equity, in which case, the taxis also recognised in Other ComprehensiveIncome or Equity.
Current Tax
Tax on income for the current period isdetermined on the basis on estimatedtaxable income and tax credits computed inaccordance with the provisions of the relevanttax laws and based on the expected outcomeof assessments / appeals. Current incometax assets and liabilities are measured at the
amount expected to be recovered from or paidto the taxation authorities. The tax rates and taxlaws used to compute the amount are thosethat are enacted or substantially enacted, atthe reporting date.
The company offsets current tax assets andcurrent tax liabilities, where it has a legallyenforceable right to set off the recognisedamounts and where it intends either to settleon a net basis, or to realise the asset and settlethe liability simultaneously.
Deferred Tax
Deferred tax is recognised on temporarydifferences between carrying amounts ofassets and liabilities in the financial statementsand the corresponding tax bases used inthe computation of taxable profit. Deferredtax relating to items recognised outside thestatement of profit and loss is recognisedoutside the statement of profit and loss, eitherin other comprehensive income or directlyin equity. The carrying amount of deferredtax assets is reviewed at each reporting dateand reduced to the extent that it is no longerprobable that sufficient taxable profit will beavailable to allow all or part of the deferred taxasset to be utilised. Unrecognised deferred taxassets are re-assessed at each reporting dateand are recognised to the extent that it hasbecome probable that future taxable profits willallow the deferred tax assets to be recovered.
Deferred tax liabilities and assets are measuredat the tax rates that are expected to apply inthe period in which the liability is settled or theasset realised, based on tax rates (and taxlaws) that have been enacted or substantiallyenacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilitiesare offset if a legally enforceable right existsto set off current tax assets against currenttax liabilities.
p. Financial Assets, Financial Liabilities and EquityInstruments
Financial assets and liabilities are recognisedwhen the Company becomes a party to thecontractual provisions of the instrument.Financial assets and liabilities are initially
measured at fair value, except for tradereceivables which are initially measured attransaction price. Transaction costs that aredirectly attributable to the acquisition or issueof financial assets and financial liabilities (otherthan financial assets and financial liabilitiesat fair value through profit or loss) are addedto or deducted from the fair value measuredon initial recognition of financial asset orfinancial liability.
The Company derecognises a financial assetonly when the contractual rights to the cashflows from the asset expire, or when it transfersthe financial asset and substantially all therisks and rewards of ownership of the assetto another entity. The Company derecognisesfinancial liabilities when, and only when,the Company’s obligations are discharged,cancelled or have expired.
The Company assesses at each date ofbalance sheet whether a financial asset or agroup of financial assets is impaired. Ind AS 109requires expected credit losses to be measuredthrough a loss allowance. The Companyrecognises lifetime expected losses for allcontract assets and / or all trade receivablesthat do not constitute a financing transaction.In determining the allowance for expectedcredit losses, the Company has used a practicalexpedient by computing the expected creditloss allowance for trade receivables based ona provision matrix. The provision matrix takesinto account historical credit loss experienceand is adjusted for forward looking information.The expected credit loss allowance is based onthe ageing of the receivables that are due andallowance rates used in the provision matrix.For all other financial assets, expected creditlosses are measured at an amount equal tothe 12-months expected credit losses or at anamount equal to the life time expected creditlosses if the credit risk on the financial asset hasincreased significantly since initial recognition.
Derivative Financial Instruments:
Derivative financial instruments such asforward contracts, to hedge its foreign currencyrisks are initially recognised at fair value on thedate a derivative contract is entered into andare subsequently re-measured at their fair
value with changes in fair value recognised inthe Statement of Profit and Loss in the periodwhen they arise.
Cash Flow Hedge
At inception of designated hedging relationships,the Company documents the risk managementobjective and strategy for undertaking the hedge.The Company also documents the economicrelationship between the hedged item and thehedging instrument, including whether the changesin cash flows of the hedged item and hedginginstrument are expected to offset each other.
The company is exposed to foreign exchangerisk arising from foreign currency transactions,primarily with respect to USD. Foreign exchangerisk arises from future commercial transactionsand recognised assets and liabilitiesdenominated in a currency that is not thecompany’s functional currency (inr).
The risk is measured through a forecast ofhighly probable foreign currency cash flows. Theobjective of the hedges is to minimise the volatilityof the INR cash flows of highly probable forecasttransactions. The company risk managementpolicy is to hedge forecasted foreign currencysales for the subsequent 12 months. As per therisk management policy, appropriate foreigncurrency hedges are executed or undertaken tohedge forecasted sales.
The spot component of forward contractsis determined with reference to relevantspot market exchange rates. The differentialbetween the contracted forward rate and thespot market exchange rate is defined as theforward points.
When a derivative is designated as a cashflow hedging instrument, the effective portionof changes in the fair value of the derivative isrecognised in OCI and accumulated in otherequity under ‘effective portion of cash flowhedges’. The effective portion of changes in thefair value of the derivative that is recognisedin OCI is limited to the cumulative change infair value of the hedged item, determined on apresent value basis, from inception of the hedge.Any ineffective portion of changes in the fairvalue of the derivative is recognised immediatelyin statement of profit and loss.
If a hedge no longer meets the criteria forhedge accounting or the hedging instrument issold, expires, is terminated or is exercised, thenhedge accounting is discontinued prospectively.When hedge accounting for cash flow hedgesis discontinued, the amount that has beenaccumulated in other equity remains thereuntil, for a hedge of a transaction resulting inrecognition of a non-financial item, it is includedin the non-financial item’s cost on its initialrecognition or, for other cash flow hedges, it isreclassified to profit or loss in the same periodor periods as the hedged expected future cashflows affect profit or loss.
If the hedged future cash flows are no longerexpected to occur, then the amounts thathave been accumulated in other equityare immediately classified to statement ofprofit and loss.
Investments in subsidiaries:
Investments in subsidiaries are carried at costless accumulated impairment losses, if any.Where an indication of impairment exists,
the carrying amount of the investment isassessed and written down immediately to itsrecoverable amount.
q. Earnings Per Shares
Basic earnings per share are calculatedby dividing the Profit or Loss for the periodattributable to equity shareholders by theweighted average number of equity sharesoutstanding during the period.
For the purpose of calculating dilutedearnings per share, the Profit or Loss for theperiod attributable to equity shareholders
and the weighted average number of sharesoutstanding during the period are adjusted forthe effect of all dilutive potential equity shares.
Ministry of Corporate Affairs (“MCA”) notifiesnew standards or amendments to theexisting standards under Companies (IndianAccounting Standards) Rules as issued fromtime to time. For the year ended March 31,2025, MCA has not notified any new standardsor amendments to the existing standardsapplicable to the Company.
The Company has only one class of equity shares having par value of ' 10 each and the holder of the equity shareis entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will beentitled to receive the remaining assets of the Company in proportion to the number of equity shares held.
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. During the year endedMarch 31, 2025, the amount of ' 1 per share on the face value of ' 10 (Previous year - Nil) is proposed to the equityshareholders of the company.
The Company had issued 892,291 equity shares of face value Rs. 10 each on a rights basis ('Rights Equity Shares').In accordance with the terms of issue, Rs. 222 per Rights Equity Share, i.e., 40% of the Issue Price, was received fromthe allottees on application, and the shares were allotted. The Board made the First and Final call of Rs. 333 perRights Equity Share (including a premium of Rs. 327 per share) in January 2024. As of March 31, 2024, an aggregateamount of Rs. 60.85 lakhs was unpaid on 18,273 partly paid-up Rights Shares. The Board of Directors, at its meetingheld on June 5, 2024, approved the forfeiture of all 18,273 partly paid-up equity shares of face value Rs. 10 each,on which the First and Final Call amount was not received, in accordance with the requirements of SEBI (Issue ofCapital and Disclosure Requirements) Regulations, 2018. The Company has intimated both stock exchanges andfiled the necessary forms with the MCA.
14.1 a). Rupee term loan from Bank aggregating to Rs. 2,537.07 lakhs is secured by first charge on all movable andimmovable assets of the Company, including current assets, ranking pari passu inter-se and Vehicle loanfrom banks agreegating to Rs.100.22 lakhs are secured by way of hypothecation of respective vehicles.
The details of Term Loans from Banks and Vehicle Loan from Banks availed by the Company is as below:
(i) Rupee Term Loan Amounting Rs.299.21 Lakhs (March 31, 2024: Rs.899.93 Lakhs) is repayable in 2 quarterlyinstalments, the next instalment is due on 30th June, 2025.
(ii) Rupee Term Loan Amounting Rs.952.30 Lakhs (March 31, 2024: Rs.3,238.10 Lakhs) is repayable in 10monthly instalments, the next instalment is due on 14th April, 2025.
(iii) Rupee Term Loan Amounting Rs.1,285.56.00 Lakhs (March 31, 2024: Rs.2,142.86 Lakhs) is repayable in 18monthly instalments, the next instalment is due on 17th April, 2025.
(iv) Rupee Vehicle Loan Amounting Rs 100.22 Lakhs (March 31, 2024: Rs.95.51 Lakhs) is repayable in monthlyinstalments, the next instalment is due on 30 April, 2025.
(v) Term loan from banks carry an average interest rate of 9.00% to 9.95% (March 31, 2024: 9.15%to 9.95%) andVehicle loan from bank carry an average interest rate of 8.50% to 11.65% (March 31, 2024 : 8.50% to 11.65%)
The Company do not have any charges which is yet to be registered with ROC beyond the statutoryperiod. During the previous year, the Company had created a new pari passu charge of ' 200 Crores, thissupercedes the old charge of ' 100 Crores. The Company had registered a new pari passu charge withinthe statutory period. However, the closure of the previous charge of ' 100 Crores is still under process.
b). (i) Pursuant to the Scheme of Arrangement becoming effective and subsequent excercise of Option byEquity Shareholders of Demerged Entity Aarti Indutries Limited, 10,82,387 Nos of 0% Non-ConvertibleRedeemable Preference Shares of ' 10/- each issued to the shareholders of Demerged Entity AartiIndustries Limited who has opted for Redeemable Preference shares valued at fair value of Rs 167.70 pershare as per the Scheme.
b). (ii) Terms of preference shares:
The Company has only one class of Preference Shares being 0% Redeemable, Cumulative, Non¬convertible and Non-participating Preference Shares. The shareholders have right to vote only onresolutions which directly affect their interest.
The Preference Shares are Redeemable at the option of the Company such that shareholders will get 4%annualised return on fair value of Rs 167.70 declared in the Scheme of Arrangment
(a) Disaggregate revenue information
Refer Note 36 for disaggregated revenue information (segment reporting). The management determinesthat the segment information reported is sufficient to meet the disclosure objective with respect todisaggregation of revenue under Ind AS 115 “Revenue from contracts with customers”.
(b) In case of Domestic Sales, payment terms range from [15 days to 90 days] based on geography andcustomers. In case of Export Sales these are either against documents at sight, documents againstacceptance or letters of credit - [15 days to 135 days]. There is no significant financing component in anytransaction with the customers.
(c) The Company does not provide performance warranty for products, therefore there is no liability towardsperformance warranty.
(d) The Company does not have any remaining performance obligation as contracts entered for sale of goodsare for a shorter duration.
32.1 'The Company had issued 892,291 equity shares of face value Rs. 10 each on a rights basis ('Rights Equity Shares').In accordance with the terms of issue, Rs. 222 per Rights Equity Share, i.e., 40% of the Issue Price, was received fromthe allottees on application, and the shares were allotted. The Board made the First and Final call of Rs. 333 perRights Equity Share (including a premium of Rs. 327 per share) in January 2024. As of March 31, 2024, an aggregateamount of Rs. 60.85 lakhs was unpaid on 18,273 partly paid-up Rights Shares. The Board of Directors, at its meetingheld on June 5, 2024, approved the forfeiture of all 18,273 partly paid-up equity shares of face value Rs. 10 each,on which the First and Final Call amount was not received, in accordance with the requirements of SEBI (Issue ofCapital and Disclosure Requirements) Regulations, 2018. The Company has intimated both stock exchanges andfiled the necessary forms with the MCA.
The CSR initiatives of the Group aim towards inclusive development of the communities largely around the vicinity ofits plants and registered office and at the same time ensure environmental protection through a range of structuredinterventions in the areas of :
(i) Animal Welfare - Towards rescue, treatment and rehabilation of distressed wildlife.
(ii) Healthcare & Education Facilities - Distribution of medical equipments, Distribution of Benches, Chairs & Computersat Schools, Constuction of Healthcare facilities for special needs and autism individuals.
The operating segments have been reported in a manner consistent with the internal reporting provided to the Boardof Directors, who are the Chief Operating Decision Makers. They are responsible for allocating resources and assessingthe performance of operating segments. Accordingly, the reportable segment is only one segment i.e. Home andpersonal care ingredients.
There is only one operating segment of the company which is based on nature of product. Hence the revenue fromexternal customers shown under geographical information is representative of revenue based on product and services.
Ind As 108 Segment Reporting Requires Disclosure of reliance on its Major customers if Revenue from transactions withsingle external customer amounts to 10 per cent or more of company’s total Revenue. Company’s total Sales Revenueof Rs. 64,851.32 Lakhs (P.Y. Rs. 58,561.54 Lakhs) include sales of Rs. 46,041.78 Lakhs (P.Y. Rs. 37,493.61 Lakhs) to two largecustomers with whom the company is having long standing Relationship.
The Company’s objectives for managing capital is to safeguard continuity and healthy capital ratios in order tosupport its business and provide adequate return to shareholders through continuing growth. The Company’s overallstrategy remains unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating planswhich include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company’s policy is to use current and non - current borrowings to meet anticipated fundingrequirements. The Company monitors capital on the basis of the net debt to equity ratio.
The Management believes that it will be able to meet all its current liabilities and interest obligations on timely manner.
The financial instruments are categorised into three levels based on the inputs used to arrive at fair valuemeasurements as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Input other than the quoted prices included within Level 1 that are observable for the asset or liability,either directly or indirectly; and
Level 3: Inputs based on unobservable market data.
The Company’s principal financial liabilities comprise borrowings, trade paybles and other unsecured Lendings.The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principalfinancial assets include Customer Receivables, Investments and cash and cash equivalents that it derives directlyfrom its operations.
The Company is exposed to credit risk, market risk and liquidity risk. The Company’s senior management overseesthe management of these risks.
b. Credit Risk
The company is exposed to credit risk from its operating activities (primarily for trade receivables).
Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or paythe amounts due causing financial loss to the company. Credit risk arises from company’s activities ininvestments and outstanding receivables from customers.
c. Liquidity Risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time orat a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilitiessuch as trade payables and other financial liabilities.
The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement.In addition, processes and policies related to such risks are overseen by senior management. Managementmonitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.
(a) The Company does not have any benami property held in its name. No proceedings have been initiated on or arepending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988(45 of 1988) and Rules made thereunder.
(b) The Company has complied with the requirement with respect to number of layers as prescribed under section2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
(c) Utilisation of borrowed funds and share premium:
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
- Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Company (Ultimate Beneficiaries) or
- 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 (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Funding Party (Ultimate Beneficiaries) or
- provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(d) There is no income surrendered or disclosed as income during the year in tax assessments under the Income TaxAct, 1961 (such as search or survey), that has not been recorded in the books of account.
(e) The Company has not traded or invested in crypto currency or virtual currency during the year.
The company does not have any transations with companies struck off under section 248 of Companies Act, 2013 orsection 560 of Companies Act, 1956.
Notes:Explanation for Change in ratio by more than 25%
(i) Reduction in Return on Equity, Net Profit and Return on Capital Employed ratio largely on account on higher input cost
As per our report of even date For and on behalf of the BoardFor Gokhale & Sathe
Chartered Accountants
Firm Registration Number: 103264W
Uday Girjapure Chandrakant Gogri Nikhil Desai Priyanka Chaurasia Nitesh Medh
M.No. 161776 Director CEO & Managing Company Chief Financial
DIN : 0005048 Director Secretary Officer
DIN : 01660649 ICSI M.No.A44258 ICAI M.No : 155868
Place: MumbaiDate: 12th May, 2025