j. Provisions, Contingent Liabilities and Contingent Assets(i) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive)as a result of a past event, it is probable that an outflow of resources will be required to settlethe obligation and a reliable estimate can be made. The expense relating to a provision ispresented in the statement of profit and loss net of any reimbursement.
If the effect of time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting isused, the increase in the provision due to the passage of time is recognised as a finance cost.
(ii) Contingent Liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events,the existence of which will be confirmed only by the occurrence or non-occurrence of one or moreuncertain future events not wholly within the control of the Company or a present obligationthat arises from past events where it is either not probable that an outflow of resources will berequired to settle the obligation or a reliable estimate of the amount cannot be made.
(iii) Contingent Assets
Contingent Assets are not recognised in the financial statements. Contingent Assets if any, aredisclosed in the notes to the financial statements.
k. Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principallythrough a sale transaction rather than through continuing use. This condition is regarded as metonly when the asset is available for immediate sale in its present condition subject only to termsthat are usual and customary for sale of such asset and its sale is highly probable. For the sale tobe highly probable, the appropriate level of management must be committed to a plan to sell theasset and an active programme to locate a buyer and complete the plan must have been initiated.
l. Revenue Recognition(i) Sale of goods
- Revenue from the domestic sales are recognised net of returns and allowances, tradediscounts and volume rebates upon delivery which is when the control of the goods passesto the Customer and performance obligation is met at a point in time.
- Revenue from the export sales are recognised net of returns and allowances, trade discountsand volume rebates upon delivery, usually on the basis of dates of bill of lading which iswhen the control of the goods passes to the Customer and performance obligation is metat a point in time.
(ii) Sale of Service
Revenue is recognised from sale of services and services rendered by the Company pertainingto scaling of production process, engineering assistance, pilot projecting etc, when theperformance obligation is satisfied and the services are rendered in accordance with the termsof customer contracts.
(iii) Export incentives
Revenue from export incentives are accounted on export of goods if the entitlements can beestimated with reasonable assurance and conditions precedent to claim are fulfilled.
(iv) Interest Income
(a) Interest income is recognised as the interest accrues (using the effective interest rate, thatis, the rate that exactly discounts estimated future cash receipts through the expected lifeof the financial instrument to the net carrying amount of the financial asset).
(b) Interest income on fixed deposits with banks is recognised on time basis.
(v) Dividend Income
Dividend income on investments is recognised when the right to receive dividend is established.
m. Employee Benefits
Liabilities in respect of employee benefits to employees are provided for as follows:
(i) Short term employee benefits:
Liabilities for wages, salaries, bonus and medical benefits including non-monetary benefitsthat are expected to be settled wholly within twelve months after the end of the period inwhich the employees render the related service are recognised in respect of employees'service up to the end of the reporting period and are measured at the amounts expected tobe incurred when the liabilities are settled. The liabilities are presented as current employeebenefit obligations in the balance sheet.
(ii) Post-employment benefits:
Defined contribution plans
Payments to defined contribution plans for eligible employees in the form of superannuationfund and the Company's contribution to Provident Fund are recognised as an expense in theStatement of Profit and Loss as the related service is provided.
Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan coveringeligible employees. The Company's net obligation in respect of defined benefit plan is calculatedby estimating the amount of future benefit that employees have earned in current and prior
periods, after discounting the same. The calculation of defined benefit obligation is performedby a qualified actuary using the projected unit credit method. The defined benefit obligationrecognised in the Balance Sheet represent the present value of the defined benefit obligationas reduced by the fair value of plan assets. Any defined benefit asset (negative defined benefitobligation resulting from this calculation) representing the present value of available refundsand reductions in future contributions to the plan is recognised.
All expenses represented by current service cost, past service cost, if any, and net interestexpense / (income) on the net defined benefit liability / (asset) are recognised in the Statementof Profit and Loss. Remeasurements of the net defined benefit liability / (asset) comprisingactuarial gains and losses are recognised immediately in Other Comprehensive Income (OCI).
When the benefits of a plan are changed or when a plan is curtailed, the resulting change inbenefit that relates to past service or the gain or loss on curtailment is recognised immediatelyin the Statement of Profit and Loss. The Company recognises gains and losses on the settlementof a defined benefit plan when the settlement occurs.
(iii) Other long-term employee benefits
Other long term employee benefits represent liabilities for earned leave that are not expectedto be settled wholly within 12 months after the end of the period in which the employeesrender the service. These liabilities are measured as the present value of expected futurepayments to be made in respect of services provided by the employees up to the end of thereporting period using the projected unit credit method. Remeasurements are recognised inthe Statement of Profit and Loss in the period in which they arise. Actuarial gains and losses inrespect of such benefits are charged to the Statement of Profit and Loss in the period in whichthey arise.
n. Share-based payment transactions
Employees Stock Options Plans (“ESOPs”): The fair value of options granted to employees isrecognised as an employee expense, with a corresponding increase in equity, over the period thatthe employees become unconditionally entitled to the options. The expense is recorded for eachseparately vesting portion of the award. The increase in equity recognised in connection with sharebased payment transaction is presented as a separate component in equity under “EmployeeStock Options Outstanding”.
o. Borrowing Cost
Borrowing costs are interest and other costs that the Company incurs in connection with theborrowing of funds and is measured with reference to the effective interest rate applicable tothe respective borrowing. Borrowing costs also include exchange differences on foreign currencyborrowings to the extent they are regarded as an adjustment to interest costs.
Borrowing costs pertaining to the period from commencement of activities relating to theconstruction / development of qualifying asset till the time all activities necessary to prepare the
qualifying asset for its intended use or sale are complete are capitalised. Any income earned fromtemporary investment of borrowed funds is deducted from borrowing costs incurred.
A qualifying asset is an asset that necessarily requires a substantial period of time to get ready toits intended use or sale.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
p. Foreign currency transactions / translations
Transactions in foreign currencies are initially recorded at the functional currency spot rate ofexchange prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies and remaining unsettled at thereporting date are translated into the functional currency at the exchange rate prevailing on thereporting date.
Non- monetary items that are measured based on historical cost in a foreign currency are nottranslated.
Exchange differences arising on settlement of transactions or translation of monetary assets andliabilities at rates different from those at which they were translated on initial recognition during theperiod or in the previous financial statements are recognised in the Statement of Profit and Lossin the year in which they arise except for exchange differences recognised as a part of qualifyingassets.
q. Income tax
Income tax expense comprises current and deferred tax. It is recognised in the Statement of Profitand Loss except to the extent that it relates to items recognised directly in other equity or in othercomprehensive income, in which case, the tax is also recognised directly in other equity or othercomprehensive income, respectively.
(i) Current Tax
Current tax is determined as the amount of tax payable or recoverable in respect of taxableincome or loss for the year and any adjustment to the tax payable in respect of previous years.It is measured using tax rates that are enacted or substantively enacted at the reporting date.
Minimum Alternate Tax (MAT) is accounted as current tax when the Company is subjected tosuch provisions of the Income Tax Act, 1961. However, credit of such MAT paid is available whenthe Company is subject to tax as per normal provisions in the future.
Current tax assets and liabilities are offset only if, the Company:
a) has a legally enforceable right to set off the recognised amounts; and
b) Intends either to settle on a net basis, or to realise the asset and settle the liabilitysimultaneously.
(ii) Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts ofassets and liabilities for financial reporting purposes and amounts used for taxation purposes.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assetsare amounts of income taxes in future periods in respect of deductible temporary differences,unused tax losses, and unused tax credits to the extent it is probable that future taxableprofits will be available against which they can be used. Deferred tax assets are reviewed ateach reporting date and are reduced to the extent that it is no longer probable that sufficienttaxable profit will be available to allow the benefit of part or all of the deferred tax asset to beutilised.
Deferred tax is measured at the tax rates that are expected to be applied to temporarydifferences when they reverse, using tax rates enacted or substantively enacted at the reportingdate.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to theextent that it has become probable that future taxable profits will be available against whichthey can be recovered.
The measurement of deferred tax reflects the tax consequences that would follow from themanner in which the Company expects, at the reporting date, to recover or settle the carryingamount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if:
a) The Company has a legally enforceable right to set off current tax assets against currenttax liabilities; and
b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by thesame taxation authority on the same taxable entity.
MAT (Minimum Alternate Tax) credit is recognised as an asset only when, and to the extent,there is convincing evidence that the Company will pay normal income tax during the specifiedperiod and the said is created by way of credit to the Statement of Profit and Loss and shownas MAT credit entitlement. The Company reviews carrying amount of MAT credit at eachreporting date and writes down the same to the extent that there is no longer convincingevidence to the effect that the Company will pay normal income tax during the period.
r. Earnings per Share
Basic earnings per share are computed by dividing the net profit / (loss) after tax by the weightedaverage number of equity shares outstanding during the year. Diluted earnings per share iscomputed by dividing the net profit / (loss) after tax as adjusted for dividend, interest and othercharges to expense or income (net of any attributable taxes) relating to the dilutive potentialequity shares, by the weighted average number of equity shares outstanding during the yearadjusted for the effect of all dilutive potential equity shares.
s. Dividend
The Company recognises a liability for any dividend declared but not distributed at the end ofthe reporting period, when the distribution is authorised and the distribution is no longer at thediscretion of the Company on or before the end of the reporting period. As per Corporate lawsin India, a distribution is authorized when it is approved by the shareholders. A correspondingamount is recognised directly in other equity.
t. Segment Reporting
Operating Segments are reported in a manner consistent with the internal reporting provided tothe Chief Operating Decision Maker (CODM) which is a single business segment in Fine Chemicals.
u. Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existedat the end of the reporting period, the impact of such events is adjusted within the financialstatements. Otherwise, events after the balance sheet date of material size or nature are onlydisclosed.
v. Exceptional items
An item of income or expense which by its size, nature or incidence requires disclosure in order toimprove an understanding of the performance of the Company is treated as an exceptional itemand the same is disclosed in the statement of profit and loss and in the notes forming part of thefinancial statements.
4.2 The Company has carried out valuation of said property as on October 8, 2025 amounting to ' 558lakh. In the opinion of the management there is no major change in the fair value of the property ason March 31, 2026.
4.3 Refer Note 22.1, 22.2, 25.1 and 25.2 for information on investment property pledged as security forborrowings.
6.1 Includes ' 10.70 lakh (March 31, 2025: Nil) towards fair value of employee stock options under CFSEmployee Stock Option Plan, 2021 (ESOP 2021) given to certain employees of CFS Do Brasil Industria,Comercio, Importacao E Exportacao De Aditivos Alimenticios LTDA (Refer Note 21.4).
6.2 The Company had invested ' 56.01 lakh (March 31, 2025 : ' 56.01 lakh) in the share capital of SolentusNorth America Inc., its wholly owned subsidiary company (“the subsidiary”). The Company hasdecided to close the said subsidiary and has initiated the process of closure, which is delayed due totechnical reasons. Consequently, the Company has made full provision for impairment in the value ofsaid investment.
6.3 Includes ' 28.98 lakh (March 31, 2025: Nil) towards fair value of employee stock options under CFSEmployee Stock Option Plan, 2021 (ESOP 2021) given to certain employees of CFS North AmericaLLC (Refer Note 21.4).
6.4 Includes ' 115.31 lakh (March 31, 2025: ' 115.31 lakh) towards fair value of financial guarantees issuedto a Bank in relation to loan availed by Dresen Quimica S.A.P.I. de C.V. (Dresen Quimica). 50,820,277Equity Shares of Dresen Quimica are pledged in respect of the aforesaid loan.
6.5 The Company had participated in 50,000 shares of CFS De Mexico Blends S.A.P.I.DE C.V. (CFS Blends)its wholly owned subsidiary for which the subscription amount was not remitted.
The cost of investment included ' 126.58 lakh (March 31, 2025: ' 126,58 lakh) towards fair value offinancial guarantees issued to a Bank in relation to loan availed for acquisition of 33.5% stake inDresen Quimica. The aforesaid 50,000 shares of CFS Blends & 50,820,277 equity shares of DresenQuimica held by the Company were pledged in respect of the loan.
The reverse merger of CFS Blends with its subsidiary Dresen Quimica with effect fromFebruary 28, 2025 was approved on May 21, 2025 by the concerned authorities.
With effect from February 28, 2025, CFS Blends ceased to be the subsidiary of the Company andDresen Quimica became a wholly owned subsidiary of the Company. The Company's shareholdingin CFS Blends was extinguished and no new shares were issued by Dresen Quimica. Even though,the equity shares held by CFS Blends in Dresen Quimica were extinguished, the shareholding of50,820,277 shares in Dresen Quimica by the Company remained unchanged. The cost of investmentin CFS Blends amounting to ' 126.58 lakh has been subsumed in the cost of investment in DresenQuimica.
The said shareholding in Dresen Quimica is pledged as a security for loan borrowed by Dresen Quimicaalongwith a corporate guarantee of USD 11.18 million.
The cost of invetsment also includes recognition of fair value of put option available to erstwhile non¬controlling interest amounting to ' 615.15 lakh. The corresponding financial liability on extinguishmentof this put option amounting to ' 247.8 lakh was transferred to “Other Equity” (Refer Note 21).
6.6 Includes ' 125.33 lakh (March 31, 2025: ' 125.33 lakh) towards fair value of financial guarantees issuedto a Bank in relation to loan availed by CFS Europe S.p.A.
6.7 ' 35.53 lakh (March 31, 2025: ' 6.86 lakh) is towards fair value of employee stock options underCFS Employee Stock Option Plan, 2021 (ESOP 2021) and CFS Employee Stock Option Scheme, 2018(ESOP 2018) given to certain employees of Industrias Petrotec de Mexico S.A. de C.V. (Refer Note21.4).
6.8 Includes ' 6.87 lakh (March 31, 2025: ' 6.87 lakh) towards fair value of employee stock options underCFS Employee Stock Option Scheme, 2018 (ESOP 2018) given to an employee of CFS WanglongFlavours (Ningbo) Co. Ltd. (Refer Note 21.4).
6.9 The Company had invested ' 17.89 lakh in the share capital of CFS Pahang Asia Pte Ltd.(“the subsidiary”). The said subsidiary is dissolved during the year with effect fromNovember4, 2025. Impairment in the value of investment amounting to'17.89 lakh was accounted during thefinancial year 2024-25. Pursuant to the dissolution, CFS Pahang Asia Pte Ltd ceased to be a subsidiaryof the Company with effect from November 4, 2025.
6.10 There are no operations in CFS PP (M) SDN BHD during the year. No amount towards subscription ofshares has been remitted as on March 31, 2026.
6.11 ' 3.78 lakh (March 31, 2025: Nil) is towards fair value of employee stock options under CFS EmployeeStock Option Plan, 2021 (ESOP 2021) given to an employee of Vitafor Invest NV (Refer Note 21.4).
6.12 On February 24, 2025, the Company and certain significant shareholders of Vinpai S.A. ('Vinpai'),including its founders entered into a Share Purchase Agreement for acquisition by the Companyof 2,723,316 ordinary shares of Vinpai at Euro 3.60 per equity share. The consideration payablefor the acquisition as per SPA was determined at Euro 9,803,937.60 equivalent to ' 10,170.60 lakh.On November 30, 2025, the said consideration was discharged by issue of 4,106,181 fresh equityshares of the Company having a face value of ' 1 each and securities premium of ' 246.69 per share.The cost of investment also includes ' 405.84 lakh towards expenses incurred for acquisition of Vinpai.Further, the Company invested Euro 3.30 million in Vinpai through subscription to 3,300 listedsecured convertible bonds having a subscription price of € 1,000 per bond issued by Vinpai onFebruary 24, 2025. These bonds matured on December 31, 2025, and were converted into 1,100,000new ordinary shares of Euro 3 per equity share of Vinpai at its fair value of ' 4,157.17 lakh.
Pursuant to the issue of shares and conversion of bonds by the Company, the Company now holds3,823,316 shares of Vinpai representing 83.82% of Vinpai's outstanding share capital.
This acquisition has resulted into an open offer by the Company to the minority shareholders ofVinpai as per the local regulations. Consequently, an open offer will be made for 711,363 equity sharesat Euro 3.60 per equity share after approval of the concerned authorities.
On March 30, 2026 , Company has transferred Euro 2,560,907 equivalent to ' 2,791.77 lakh to anescrow account for the aforesaid offer (Refer Note 15).
6.13 During the year, the Company has made an investment of ' 490.97 lakh to acquire 49% equityshares in CleanMax Sundarban Private Limited, a Special Purpose Vehicle (SPV) formed jointly withClean Max Enviro Energy Solutions Private Limited, for setting up of 3.3 MW wind-solar hybridpower plant at Dahej, Gujarat. As per the Shareholder's Agreement, the Company does not have anysignificant influence over the SPV. Consequently, the SPV has not been considered as an associatefor accounting purposes. The change in fair value of investment amounting to ' 58.88 lakh has beenrecognised in profit or loss. (Refer Note (31(b))
6.14 The provision for impairment in the value of investments represents the provision in respect ofinvestments in the following:
7.1 The loan to subsidiaries have been made for general corporate purpose of each subsidiary.These loans are given at rates comparable to the average commercial rate of interest and incompliance with the provision of Companies Act, 2013.
7.2 No loans are due from Directors or other officers of the Company either severally or jointlywith any other person or amount due by firms or private companies in which any director is apartner, a director or a member.
7.3 The Company had given loans of ' 189.18 lakh (' 242.27 lakh including interest of ' 53.09lakh (Refer Note 17) to Solentus North America Inc., its wholly owned subsidiary company.The Company had also provided advances of ' 15.79 lakh to Solentus North America Inc.(Refer Note 17). The Company has decided to close the said subsidiary and has initiated theprocess of closure, which is delayed due to technical reasons. Consequently, the Company hasmade full provision for the said loans and advances.
12.1 The Company invested Euro 3.30 million in Vinpai S.A. (“Vinpai”) through subscription to 3,300listed secured convertible bonds having a subscription price of Euro 1,000 per bond issued byVinpai on February 24, 2025. These bonds matured on December 31, 2025, and were convertedinto 1,100,000 new ordinary shares of Euro 3 per equity share of Vinpai (Refer Note 6.12).
13.3 Details of loss allowance
The Company has used practical expedient by computing expected credit loss allowance fortrade receivables (excluding subsidiaries) by taking into consideration historical credit lossexperience and adjusted for forward looking information. The expected credit loss is calculatedon the basis of ageing of the days, the receivables are due and the expected credit loss rate.The movement in loss allowance is as follows:
13.4 The carrying amount of trade receivables include receivables discounted with banks, whichare with re-course to the Company. Accordingly, the Company continues to recognise thetransferred receivables in its Balance Sheet. The carrying amount of these receivables is ' 248.47lakh (March 31, 2025: ' 426.84 lakh). The corresponding carrying amount of associated liabilitiesare recognised as short term borrowings. (Refer Note 25.2).
19.1 The Company intends to dispose off freehold land situated at Pali in the next 12 months.This land was not utilised by the Company for its operations. No impairment loss is recognisedon reclassification of the land as held for sale, as the management expects that the fair value(estimated based on the recent market prices of similar properties in similar locations) less coststo sell is higher than the carrying amount.
d) Rights, preferences and restrictions attached to Equity Shares
The Company has only one class of shares having par value of ' 1 per share. Each holder ofEquity Shares is entitled to one vote per share. The Company declares and pays dividends inIndian Rupees. The dividend proposed by the Board of Directors is subject to the approval of theshareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company,the holders of Equity Shares are eligible to receive the remaining assets of the Company afterdistribution of all preferential amounts, in proportion to their shareholding.
f) Shares reserved for issue under options outstanding as at the end of the year on un-issuedshare capital:
i) The Company has 4,500,000 (March 31, 2025: 4,500,000) Equity Shares reserved for issue underEmployee Stock Option Plan, 2021 as at March 31, 2026. As at March 31, 2026, the Company hasissued grant letters for 1,623,000 options under the said plan. (Refer Note 34.2.1).
ii) The Company has 4,400,000 (March 31, 2025: 4,400,000) Equity Shares reserved for issue underEmployee Stock Option Plan, 2020 as at March 31, 2026. As at March 31, 2026, the Company hasissued grant letters for 3,912,096 options under the said plan. 3,845,176 options (March 31, 2025:3,869,596) are unexercised as at March 31, 2026. (Refer Note 34.2.2).
iii) The Company has 1,500,000 (March 31, 2025: 1,500,000) Equity Shares reserved for issue underEmployee Stock Option Scheme, 2018 as at March 31, 2026. As at March 31, 2026, the Companyhas issued grant letters for 621,000 options under the said scheme. 40,000 options (March 31,2025: 181,275) are unexercised as at March 31, 2026 (Refer Note 34.2.3).
h) Increase in Authorised Share Capital
Pursuant to the resolutions passed by the Board of Directors on April 3, 2026, and subsequentlyapproved by the Shareholders on May 7, 2026, the Company has increased its Authorised Capitalfrom ' 215,000,000/- (comprising 215,000,000 equity shares of ' 1 each) to ' 250,000,000/-(comprising 250,000,000 equity shares of ' 1 each).
i) Capital Raised through Rights Issue
On November 22, 2024 the Board of Directors of the Company approved the rights issue ofequity shares for an amount upto ' 2,250,000,000/-. Pursuant to it the Securities Issue andAllotment Committee of the Board at its meeting held on January 8, 2025 declared a rights issueof 20,426,244 equity shares of ' 1 each for a subscription of ' 110 per share (along with a sharepremium of ' 109 per equity share) aggregating to ' 2,246,886,840/- for a right entitlement of5 right equity shares for 41 equity shares.
The Securities Issue and Allotment Committee of the Board at its meeting held onJanuary 31, 2025, took on record the Basis of Allotment and approved the allotment of20,425,805 Rights Equity Shares to successful applicants for a total amount of ' 224,68,38,550.The aforesaid allotment does not include the entitlements of 439 Rights Equity Shares whichhave been kept in abeyance.
j) Shares in abeyance out of the Right Issue made during the year
The right entitlement of 439 equity shares relating to original holding of 3600 equity shares ofone of the shareholders has been kept in abeyance due to the legal dispute of the ownershipof the shareholder. The shares against this right entitlement will be issued on resolution of thedispute.
k) Utilization of Rights Issue Proceeds
During the year ended March 31, 2025 the Company raised ' 22,468.39 lakh through a rightsissue of equity shares at ' 110 per share. The proceeds of the rights issues including interestearned of ' 187.05 lakh were utilised in accordance with the letter of offer and the details areforth below:
NATURE AND PURPOSE OF RESERVES:21.1 Equity component of Foreign Currency Convertible Bonds (FCCBs)
At the time of initial recognition, FCCBs issued by the Company are split into equity and liabilitycomponent and presented under other equity and non-current financial liabilities respectively.
21.2 Capital Reserve
Capital Reserve comprises of amount received pursuant to preferential share warrants forfeitedby the Company on account of warrants not exercised by the allottees.
21.3 Securities Premium
i. The Securities premium account has been created to record the premium on issue of EquityShares.
ii Securities premium has been utilized to write off expenses incurred in connection with theRights Issue, in accordance with the provisions of Section 52 of the Companies Act, 2013.
21.4 Employee Stock Option Outstanding
The Company has Employee Stock Option Scheme / Plan under which options to subscribeto the Company's shares have been given to certain employees of the Company / Group.This reserve is used to recognise the value of equity settled share based payments provided tothe employees, including Key Management Personnel, as a part of their remuneration.
The addition to Employee Stock Options Outstanding during the year is on account of CFSEmployees' Stock Option Plan, 2021.
21.5 General Reserve
General Reserve is created from time to time by way of transfer of profits from Retained Earnings.
21.6 Effective Portion of Cash Flow Hedges
The Company uses foreign exchange forward contracts as part of its risk management policyfor managing foreign currency risk. The effective portion of change in the fair value of forwardcontracts classified as cash flow hedges is recognised in other comprehensive income andaccumulated in other equity under cash flow hedge reserve.
21.7 Reserve on conversion of FCCBs
Pertains to conversion of FCCBs during financial year 2023-24.
22.1 Term Loans from Banks in Rupees - Secured
(a) ' 1,829.41 lakh (March 31, 2025: ' 2,401.48 lakh) secured by first pari passu charge by way ofhypothecation of all current assets of the Company, both present and future. Further secured byfirst pari passu charge by an equitable mortgage on entire movable and immovable fixed assetsof the Company, both present and future, excluding assets charged exclusively to other lenders.The borrowings are repayable through structured instalments up to May 2029. The current rateis at a spread ranging from 75 basis points to 100 basis points over 6 months /1 year MCLR,subject to maximum 9.25% p.a.
(b) ' 88.78 lakh (March 31, 2025: ' 141.02 lakh) secured by way of hypothecation of vehicle.The borrowings are repayable through structured instalments up to July 2028. The currentinterest rate is ranging from 7.25% per annum to 8.70% p.a.
(c) ' 4,352.21 lakh (March 31, 2025: Nil) secured by second pari passu charge over Company's currentassets, both present and future. Further, secured by second pari passu charge by an equitablemortgage on the entire movable and immovable fixed assets of the Company, both present andfuture, excluding assets exclusively charged to other lenders. The loan is repayable in 36 equalmonthly instalments by February 2030 commencing after a moratorium of 12 months from thedate of disbursement. The current interest rate is 10% p.a.
22.2 Term Loans from others- Secured(a) In Foreign Currency
i) ' 8,273.99 lakh (March 31, 2025: ' 9,573.81 lakh) secured by first pari passu charge overentire movable and immovable fixed assets at Plot No. Z/96/D at Dahej SEZ. The loan isrepayable in remaining 7 semi-annual instalments by July 2029. The current interest rate isat spread of 443 basis points over 6 months SOFR.
ii) ' 9,377.78 lakh (March 31, 2025: ' 9,942.63 lakh) secured by first pari passu charge overentire movable and immovable fixed assets at Plot No. Z/96/D at Dahej SEZ. The loan isrepayable in remaining 20 structured quarterly instalments by January 2031. The currentinterest rate is at a spread of 500 basis points over 3 months SOFR (including additional100 basis points as per terms and conditions).
(b) In Rupees
' 4,297.17 lakh (March 31, 2025: Nil) secured by first pari passu charge over Company's currentassets, both present and future. Further, secured by first pari passu charge by an equitablemortgage on the entire movable and immovable fixed assets of the Company, both present andfuture, excluding assets exclusively charged to other lenders. The said working capital facilitiesare additionally guaranteed by Mr. Ashish Dandekar, Promoter, Chairman & Managing Directorof the Company. The loan is repayable in remaining 29 monthly instalments by August 2028.The current interest rate is at a spread of 405 basis points over 1 year VCL Index Rate.
22.3 The balances shown above include interest accrued amounting to ' 390.55 lakh (March 31, 2025:' 468.54 lakh)
25.1 Loans repayable on demand from banks - Secured
' 15,739.52 lakh (March 31 2,025: ' 18,745.91 lakh) on account of working capital facilities availedfrom banks and are secured by first pari passu charge over Company's current assets bothpresent and future. Further secured by first pari passu charge by an equitable mortgage on theentire movable and immovable fixed assets of the Company both present and future excludingassets exclusively charged to other lenders. The said working capital facilities are additionallyguaranteed by Mr. Ashish Dandekar Promoter Chairman & Managing Director of the Company.The current interest rates range from 11.85% to 12.95% p.a.
25.2 Other Short Term Borrowings from banks - Secured
' 248.47 lakh (March 31, 2025: ' 426.84 lakh) towards Bill Discounting availed from banks and issecured by security stated against Note 25.1
25.3 Other Short Term Borrowings from others- Secured
' 2,970.73 lakh (March 31, 2025: ' Nil) secured by pledge of shares held by Mr. Ashish Dandekar,Promoter, Chairman & Managing Director of the Company. The current rate of interest is in rangeof 14% p.a. to 16% p.a.
25.4 The Company does not have any charges which are yet to be registered with the Registrarof Companies (ROC) beyond the statutory period. Further, no certification in relation to thesatisfaction of charge received from the banks are pending for submission with ROC.
25.5 The Company has submitted stock statements, debtors statements and other information /returns as required by the banks on a monthly as well as quarterly basis. Such monthly / quarterlystatements and returns are generally in agreement with the books of account except for differencesin some cases on account of valuation, provisions etc, the impact of which is not material.
26.3 Due to Micro and Small Enterprises
The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and MediumEnterprises Development Act, 2006" has been determined to the extent such parties have beenidentified on the basis of information collected by the Management. This has been relied uponby the auditors. The credit period varies as per the contractual terms with suppliers. No interestis generally charged by the suppliers. The disclosure relating to Micro and Small Enterprises isas under:
26.4 Supplier Finance Arrangement
The Company has entered into certain Supplier Finance Arrangements (SFA) with financeproviders during the year. The primary objective of these arrangements is to enable the Companyto avail additional credit period to efficiently manage its working capital. The Company doesn'tprovide any collateral or guarantees to the finance provider.
30.2 The amounts receivable from customers become due after expiry of credit period which rangesbetween 15 to 120 days. There is no significant financing component in any transaction with thecustomers.
30.3 The Company does not have any remaining performance obligation as contracts entered for saleof goods are for a short duration.
30.4 Revenue from sale of products includes loss of ' 215.74 lakh (2024-25: Gain ' 151.10 lakh)pertaining to effective portion of changes in fair value of foreign exchange forward contractsclassified as cash flow hedges
30.5 Revenue from sale of products for the year ended March 31, 2026 includes refund receivablewith respect to tariffs paid under the International Emergency Economic Powers Act of USAamounting to ' 1,035.09 lakh.
34.1 Employee Benefit Plans(a) Other long term employment benefits
Leave encashment is payable to the employees of the Company due to death, retirement,superannuation or resignation. Employees are entitled to encash leave while in service. The leaveencashment benefit is payable to all the eligible employees of the Company at the rate of dailysalary as per current accumulation of leave days.
The Privilege Leave encashment liability and amount charged to Statement of Profit and Lossdetermined on actuarial valuation using projected unit credit method are as under:
(b) Defined Contribution Plans:
The contributions to the Provident Fund of eligible employees are made to a Governmentadministered Provident Fund and there are no further obligations beyond making suchcontribution. Under the plan, the Company has contributed ' 378.91 lakh during the year(2024-2025: ' 349.22 lakh).
(c) Defined Benefit Plans:
The Company makes contributions to the Group Gratuity cum Life Assurance Schemeadministered by the Life Insurance Corporation of India ("LIC") and SBI Life Insurance CompanyLimited (SBI Life), a funded defined benefit plan for qualifying employees. On retirement /resignation, the Scheme provides for payment as per the provisions of Payment of Gratuity Act,1972 with vesting period of 5 years of service. On death / permanent disablement in service,vesting period is not applicable.
The most recent actuarial valuation of plan assets and present value of defined benefit obligationof gratuity was carried out as at March 31, 2026. The present value of defined benefit obligationand the related current service cost and past service cost were measured using the ProjectedUnit Credit Method. The following table summaries the net benefit expense recognised in theStatement of Profit and Loss, the details of the defined benefit obligation and the funding statusof the gratuity plans:
34.2 Employee Stock Option Scheme34.2.1Employee Stock Option Plan 2021
The Company has granted options on November 11, 2025 to senior management employees under“Camlin Fine Sciences Limited Employees Stock Option Plan, 2021” (CFS ESOP 2021) approvedby the Board of Directors, Shareholders and Remuneration Committee. The options granted underthese schemes are equity settled. The details of the scheme are summarised below:
34.2.2 Employee Stock Option Plan 2020
The Company has granted options on August 20, 2020 to senior management employees under“CFSL Employees Stock Option Plan, 2020” (ESOP 2020) approved by the Board of Directors,Shareholders and Remuneration Committee. The options granted under these schemes are equitysettled. The details of the scheme are summarised below:
c) Nature of CSR activities during the year
The Company operates CSR Policy in the areas of promoting healthcare, education includingspecial education and employment enhancing vocation skills especially among children, thedifferently abled, tribal communities and measures for reducing inequalities faced by sociallyand economically backward classes. The projects identified and adopted are as per the activitiesincluded and amended from time to time in Schedule VII of the Companies Act, 2013.
Since the Company recorded an average net loss of Rs. 477.34 lakhs during the three immediatelypreceding financial years (i.e., 2024-25, 2023-24 and 2022-23), it was not obligatory for theCompany to incur CSR expenditure for the financial year 2025-26. Hence, no expenditure onCSR activities was undertaken during the financial year 2025-26.
40 Exceptional ItemsFor the year ended March 31, 2026
Exceptional items (expense), recognized in the Profit & Loss during the year ended March 31, 2026includes:
i) Provision for doubtful loan and interest receivable of ' 1,145.93 lakh;
ii) Impact of the New Labour Codes on retirement benefits ' 222.17 lakh, (Refer note 40(a) asbelow);
iii) Provision for impairment of trade and other receivables (net of payables) due from subsidiaries- ' 266.42 lakh
iv) Other impairment gain - ' 7.55 lakh
40(a) On November 21, 2025, the Government of India notified four Labour Codes (the Code onWages 2019, the Code on Social Security 2020, the Industrial Relations Code 2020, and theOccupational Safety, Health and Working Conditions Code, 2020) consolidating existing labourlaws (collectively “new Labour Codes”). In accordance with the new Labour Codes, the Companyhas currently estimated the incremental impact on retirement benefits consisting of gratuityand leave encashment to be ' 222.17 lakh. Considering the materiality and regulatory drivennon-recurring nature of this development, it has been presented under “Exceptional Items”in the financial statements. The Company continues to monitor the finalization of Central/StateRules and clarifications from the Government on other aspects of the Labour Codes and wouldprovide appropriate accounting effects as and when such clarifications are issued / rules arenotified.
For the year ended March 31, 2025
Exceptional items (expense), recognized in the Profit & Loss during the year ended March 31,2025 includes:
i) Impairment loss on investments in subsidiaries namely:
a) CFS Europe ' 1,178.56 Lakh
b) CFSWL ' 436.92 Lakh
c) CFS Pahang Asia Pte Ltd. ' 17.89 Lakh
ii) Impairment of trade and other receivables (net of payables) due from subsidiaries:
a) CFS Europe SpA N' 1,929.04 Lakh
b) CFSWL ' 5,941.52 Lakh
iii) Loss on demolition / refurbishment of assets (net of scrap sale) ' 96.28 Lakh.
41 EARNINGS PER SHAREa) Basic Earnings Per Share
The calculation of basic earnings per share is based on the profit attributable to ordinaryshareholders and weighted average number of ordinary shares outstanding.
41.1 During the financial year ended March 31, 2025, the Company issued rights shares in the ratio of 5:41at a price lower than the market price. As the rights issue included a bonus element, the earningsper share for the year ended March 31, 2025 and comparative previous periods have been adjustedfor the bonus element in accordance with Ind AS 33. The weighted average number of sharesused for EPS calculation has been adjusted retrospectively as if the rights issue occurred at thebeginning of the earliest period presented for financial year ended March 31, 2025.
42 SEGMENT REPORTING
As per the requirements of Ind AS 108 on "Operating Segments", segment information has beenprovided under the Notes to Consolidated Financial Statements.
43.1 Pursuant to the directions of the Honorable Supreme Court dated December 14, 2020, NationalGreen Tribunal had reheard the matter and vide its direction dated January 24, 2022 hadenhanced the portion of compensation attributable to the Company for alleged violations ofenvironmental norms by manufacturers at Tarapur MIDC for an amount of ' 1,712.31 lakh from' 516.56 lakh. The Honourable Supreme Court vide its order dated April 27, 2022 has stayed theproceedings of the aforesaid directions until the matter is heard. Further as per the directionsof the Honourable Supreme Court, the Company has deposited 30% of the compensationamounting to ' 154.97 lakh which is disclosed as recoverable advance (Refer Note 18). Based onthe assessment of the management, the Company believes that it has strong grounds to defendits position against these directions and hence no provision for compensation is considerednecessary in the financial statements.
44 RELATED PARTY DISCLOSURES
I List of Related Parties as required by Ind AS 24,”Related Party Disclosures”, are given below:i Related parties where control existsSubsidiaries
CFS Do Brasil Industria, Comercio, Importacao De Exportacao De Aditivos Alimenticios LTDA(herein after referred as “CFS do Brazil”)
Solentus North America IncCFS North America LLC
b) Fair value hierarchy (Refer Note B to material accounting policies)c) Measurement of Fair Value
The fair values of financial assets or liabilities are included at the amount that would be received tosell an asset or paid to transfer a liability in an orderly transaction between market participants atthe measurement date. Methods and assumptions used to estimate the fair values are consistentin both years. The following methods and assumptions are used to estimate the fair values:
(i) The Management assesses that fair values of trade receivables, cash and cash equivalents,other bank balances, loans, trade payables, current borrowings and other financial liabilities(current), approximate to their carrying amounts largely due to the short-term maturitiesof these instruments. The Company does not anticipate that the carrying amount would besignificantly different from the values that would eventually be received or settled.
(ii) The fair value of forward contracts for the remaining maturity period of the contracts isdetermined using Mark-to-Market report provided by the Company's bankers.
(iii) The Company held investment in bonds measured at fair value, original investment value' Nil (March 31, 2025: ' 3,052.50 lakh). These instruments are categorized as Level 1 underthe fair value hierarchy (Refer Note 12.1).
d) Risk Management Framework
The Company's business activities expose it to a variety of financial risks, namely credit risk,liquidity risk and market risks. Market risks comprise of currency risk and interest rate risk.The Company's Senior Management and Key Management Personnel have the ultimateresponsibility for managing these risks. The Company has a process to identify and analysethe risks faced by the Company, to set appropriate risk limits, to control and monitor risks andadherence to these limits. Risk Management policies and systems are reviewed regularly to reflectchanges in market conditions and Company's activities. Further, Audit Committee undertakesregular reviews of Risk Management Controls and Procedures.
(i) Credit Risk
Credit risk is the risk that a customer or counterparty fails to meet its contractualobligations resulting in financial loss to the Company. The Company is exposed to creditrisk from its operating activities (trade receivables) and from its financing activitiesincluding investments in mutual funds, deposits with banks and financial institutions andfinancial instruments.
Trade Receivables
Credit risk from trade receivables is managed by establishing credit limits, credit approvalsand monitoring creditworthiness of the customers. Outstanding customer receivables areregularly monitored. The Company has computed credit loss allowances based on ExpectedCredit Loss Model, which excludes transactions with subsidiaries.
Term Deposits and Bank Balances
The Company's exposure in term deposits with banks is limited, as the counterparties are highly ratedbanks.
(ii) Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with itsfinancial liabilities. The Company's approach to managing liquidity is to ensure that it will havesufficient funds to meet its liabilities when due without incurring unacceptable losses.
Tabulated below are the Company's remaining contractual maturities of financial liabilities as atthe reporting date with agreed repayment periods. The tables have been drawn up considering theundiscounted contractual cash flows of financial liabilities based on the earliest date on which theCompany can be required to pay. The table includes both interest and principal cash flows.
(iii) Currency Risk
The Company's operations result in it being exposed to foreign currency risk on account of tradereceivables, trade payables, borrowings and lendings. The foreign currency risk may affect theCompany's income and expenses, or its financial position and cash flows. The objective of theCompany's Management of foreign currency risk is to maintain these risk within acceptable parameters,while optimising returns.
The Company's exposure to foreign currency risk denominated monetary assets and liabilities at theend of the reporting period expressed in INR (in lakh), is as follows:
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rate with other conditions remainingunchanged would have the following effect on Company's profit or loss before tax and equity for theyear ended March 31, 2026 and March 31, 2025. This calculation assumes that the change occurs atthe balance sheet date and has been calculated based on risk exposures outstanding as at that date.The year end balances are not necessarily representative of the average debt outstanding during theperiod. The analysis assumes that all other variables, in particular foreign currency exchange ratesremains constant.
46 CAPITAL MANAGEMENT
The primary objective of the Company's capital management is to maintain an efficient capitalstructure and to maximise shareholder's value. The Management seeks to maintain a balancebetween higher returns that is achieved by raising funds through equity and the advantages by asound capital position.
The Company monitors capital using a ratio of 'Net Debt to Equity'. For this purpose, Capital includesissued capital and all other equity reserves. Net Debt is defined as total borrowings less cash & bankbalances and other current investments.
The Company's Net Debt to Equity ratio are as follows:
47 DISCLOSURES U/S 186(4) OF THE COMPANIES ACT, 2013
a Details of investments made are disclosed in Note 6.
b Details of Loans given to subsidiaries, associates, firms/companies in which directors areinterested are disclosed in Note:16.1, 16.2 and 16.3.
c Details of Guarantee given on behalf are disclosed in Note: 43(I)(c).
48 DISCLOSURES MADE IN TERMS OF SCHEDULE V OF THE SEBI (LISTING OBLIGATION ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015
For disclosure of loans, investments and Guarantee- 'Refer Note 47'. Further, there is no investmentin shares of the Company by the parties to whom loan have been given.
50 ADDITIONAL REGULATORY INFORMATION
a) The Company does not have any Benami property, where any proceeding has been initiated orpending against the Company for holding any Benami property.
b) The Company has not been declared as wilful defaulter by any lender who has the powers todeclare a company as wilful defaulter at any time during the financial year or after the end of thereporting period but before the date when financial statements are approved.
c) The Company has complied with the number of layers prescribed under clause 87 of section 2 ofCompanies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
d) The Company does not have any approved scheme of Arrangement during the year.
e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),including foreign entities (Intermediaries) with the understanding that the Intermediary shall;
(i) directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
f) The Company has not received any funds from any person(s) or entity(ies), including foreignentities (Funding Party) with the understanding that the Company shall;
(i) directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
g) The Company does not have any transaction not recorded in the books of account that has beensurrendered or disclosed as income during the year in the tax assessments under the Income TaxAct, 1961.
h) The Company has not traded or invested in Crypto Currency or Virtual Currency during thefinancial year.
51 Previous year's figures have been regrouped / reclassified wherever necessary to conform to currentyear's classification.