Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it isprobable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of theobligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at theend of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision ismeasured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of thosecash flows when the effect of the time value of money is material.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of thereceivable can be measured reliably.
Contingent assets are not recognized in the financial statements of the Company. A contingent liability is a possible obligationthat arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or a present obligation that is not recognized because it is not probablethat an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare caseswhere there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize acontingent liability but discloses its existence in the financial statements.
The Company presents basic and diluted earnings per share data for its equity shares.
Basic earnings per share are calculated by dividing the profit attributable to equity shareholders by the weighted averagenumber of equity shares outstanding during the financial year. Diluted earnings per share is determined by adjusting the profitor loss attributable to equity shareholders and the weighted average number of equity shares outstanding for the effects of alldilutive potential ordinary shares, which includes all stock options granted to employees.
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an originalmaturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, asdefined above, net of cash credit balances and bank overdrafts as they are considered an integral part of the Company's cashmanagement.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker (CODM). The chief operating decision maker is responsible for allocating resources and assessing performance of theoperating segments of the Company and accordingly is identified as the chief operating decision maker.
The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised and thedistribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised whenit is approved by the shareholders. A corresponding amount is recognised directly in equity.
The preparation of the Company's financial statements requires the management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities. Actual results may differ from these estimates. Estimates andunderlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the periodin which the estimates are revised and in any future periods affected. In particular, information about significant areas ofestimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on theamounts recognised in the financial statements is included in the following notes:
When the fair values of financials assets and financial liabilities recorded in the financial statements cannot be measuredbased on quoted prices in active markets, their fair value is measured using valuation techniques which involve variousjudgements and assumptions.
Useful lives of property, plant and equipment, investment property and intangible assets:
Property, plant and equipment, investment property and intangible assets represent a significant proportion of the asset baseof the Company. The charge in respect of periodic depreciation and amortisation is derived after determining an estimateof an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual valuesof Company's assets are determined by the management at the time when the asset is acquired and reviewed periodically,including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation offuture events, which may impact their life, such as changes in technical or commercial obsolescence arising from changes orimprovements in production or from a change in market demand of the product or service output of the asset.
The employment benefit obligations depend on a number of factors that are determined on an actuarial basis using a numberof assumptions. The assumptions used in determining the net cost/ (income) include the discount rate, inflation and mortalityassumptions. Any changes in these assumptions will impact upon the carrying amount of employment benefit obligations.
The Company's tax jurisdiction is India. Significant judgements are involved in determining the provision for income taxes, ifany, including amount expected to be paid/recovered for uncertain tax positions. Further, significant judgement is exercisedto ascertain amount of deferred tax asset (DTA) that could be recognised based on the probability that future taxable profitswill be available against which DTA can be utilized and amount of temporary difference in which DTA cannot be recognised onwant of probable taxable profits.
Minimum Alternate Tax ('MAT') credit is recognised as deferred tax asset only when and to the extent there is convincingevidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward forset-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each balance sheet date and writtendown to the extent the aforesaid convincing evidence no longer exists
Valuation of investment property [refer note 59]
Impairment of tangible and intangible assets other than goodwill (refer note 2(l))
Impairment of Goodwill (refer note 2(m)
Provisions: (refer note 2(q)
Write down in value of inventories: (refer note 15)
Business combinations under common control are accounted in accordance with Appendix C of IND AS 103 as per the poolingof interest method, and the Ind AS Transition Facilitation Group Clarification Bulletin 9 (ITFG 9) and an EAC opinion issued.ITFG 9 clarifies that, the carrying values of assets and liabilities as appearing in the standalone financial statements of theentities being combined shall be recognised by the combined entity. Basis the EAC opinion, carrying values as appearing inthe Standalone Financial Statements of the merged entities are considered for the preparation of these financial statements.When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classificationand designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at theacquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Exceptional items are those items that management considers, by virtue of their size or incidence (including but not limitedto impairment charges and acquisition and restructuring related costs), should be disclosed separately to ensure that thefinancial information allows an understanding of the underlying performance of the business in the year, so as to facilitatecomparison with prior periods. Such items are material by nature or amount to the year's result and require separate disclosurein accordance with Ind AS.
Ind AS 7 requires an entity to exclude non-cash transaction relating to investing and financing activities from the statement ofcash flow. However, such transactions should be disclosed elsewhere in the financial statements. The investing and financingactivities in cash flow statement do not have a direct impact on current cash flows although they do affect the capital andasset structure of an entity. The company has disclosed these transactions, to the extent material in relevant notes.
Cash and cash equivalents consist of cash on hand and balances with banks which are unrestricted for withdrawal and usage.
The Company applied for the first time certain standards and amendments, which are effective for annual periods beginningon or after 1 April 2024. The Company has not early adopted any standard, interpretation or amendment that has been issuedbut is not yet effective.
(i) Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annualreporting periods beginning on or after 1 April 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognitionand measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 appliesto all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees andfinancial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based ona general model, supplemented by:
?? A specific adaptation for contracts with direct participation features (the variable fee approach)
?? A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of Ind AS 117 had no impact on the Company's standalone financial statements as the Company has notentered any contracts in the nature of insurance contracts covered under Ind AS 117.
(ii) Amendment to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale andleaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to theright of use it retains.
The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be appliedretrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The Company has not entered such transection hance no impact on the financial statement.
Notes :
(i) Inventory write downs are provided considering the nature of inventory, ageing, liquidation plan and net realisable value. Provisionfor write downs of inventories amounted to ' 2,060.33 Lakhs as at March, 2025 and as at March 2024'2,229.02 Lakhs . Thechanges in write downs are recognised as an income in the Standalone statement of profit and loss amounting to '168.69 Lakhs(expense as at March 31, 2024'288.48 Lakhs).
(ii) Inventories have been hypothecated as security against certain bank borrowings, details relating to which has been described innote 24 and note 28.
(iii) During the year ended March 31, 2025'18.90 Lakhs (as at March 31, 2024'28.03 Lakhs) was recognised as an expense forinventories carried at net realisable value.
Trade receivables are carried at amortised cost.
Trade receivables are non-interest bearing and generally on terms of 60-90 Days.
No trade and other receivables are due from directors or other officer of the Company either severally or jointly with any other person,nor any trade or other receivable are due from firms or private companies respectively in which director is a partner, a director ormember (Refer note 42)
For explanation on the credit risk management process (Refer note 57)
The Company has issued only one class of equity shares having par value of ' 5/- per share (March 31, 2024; ' 5/- per share).Each holder of equity shares is entitled to one vote per share. The Company declares and pays the dividend in Indian rupees. Thedividend, if any, proposed by the Board of Directors is subject to shareholder's approval in the ensuing Annual General Meeting,except in case of interim dividend.
During the year, the Board of directors have declared final dividend of 50% (' 2.50 per equity share of ' 5/- each) for the financialyear 2024-25. (Refer note 58)
During the previous year, the Board of directors had declared final dividend of 25% (' 1.25 per equity share of ' 5/- each) for thefinancial year 2023-24 which has been paid during the year 2024-25. (Refer note 58)
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholder.
The Company had formulated Employee Stock Option Scheme namely Fermenta Biotech Limited - Employee Stock Option 2019(ESOP 2019) in terms of the Scheme of amalgamation of erstwhile Fermenta Biotech Limited with the Company. The equity sharesare held by FBL ESOP Trust (Refer note 60).
Unrealised gain/(loss) on dilution: This reserve represents unrealised gain/(loss) due to change in the shareholdings in a subsidiary.
Capital redemption reserve: This reserve was created for redemption of preference shares of ' 70.00 lakhs in the financial year2010-2011.
Capital reserve pursuant to amalgamation: Reserve created pursuant to amalgamation of 2 subsidiaries and Holding company.
Capital reserve: Capital reserve was created in the financial years 1995-96 and 1996-97 pursuant to sale of the Company's brands forwhich non compete fees were received and treated as a capital receipt.
General reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net incomeat a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividenddistribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distributionis less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement tomandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previouslytransferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. This reserveis utilised in accordance with the specific provisions of the Companies Act 2013.
Share options outstanding account: The fair value of the equity settled share based payment transactions is recognised to shareoptions outstanding account.
Retained earnings: Retained earnings are the profits/(loss) that the company has earned/incurred till date, less any transfers togeneral reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) ondefined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
Equity instruments through other comprehensive income: This represents the cumulative gains / losses arising on the revaluationof equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amountsreclassified to retained earnings when such assets are disposed off.
a) Term loan is taken from HDFC Bank Limited for financing the capital expenditure for Premix Plant to be set up at Kullu with interestrate EURIBOR plus 3.0% (Average effective rate 6.25%), (previous year effective rate is 6.38%) repayable in 60 equal monthlyinstalments starting from Feb-2023. The said loan is secured by first pari-passu charge on the project , first pari pasu charge onproperty, plant and equipment at Dahej and Kullu except plant 3 at Dahej which is exclusively mortgaged with Yes Bank Limitedand Union Bank of India, and second pari passu charge on entire current assets along with other banks.
b) Term loan is taken from HDFC Bank Limited for financing the capital expenditure for Plant 4 at Dahej SEZ with interest rate EURIBORplus 3.9% (effective rate 3.9%), (previous year effective rate is 3.9%) repayable in 16 equal quarterly instalments starting from July2021. The said loan is secured by first pari-passu charge on the project , first pari pasu charge on property, plant and equipmentat Dahej and Kullu except plant 3 at Dahej which is exclusively mortgaged with Yes Bank Limited and Union Bank of India, andsecond pari passu charge on entire current assets along with other banks. Effective rate is 3.9% on account of Interest rate swapagreement entered by the company.
c) Term loan (Foreign Currency Term Loan and INR Term Loan) is taken from Union Bank of India for financing the capital expenditurefor Cholesterol project at Dahej SEZ with interest rate EURIBOR plus 3.10% (previous year effective rate is 6.13%) for FCTL, MCLR 2% (effective rate 10.90% to 11.6% ) for Rupee Term Loan repayable in 48 equal monthly instalments starting from April 2020.The said loan has been repaid during the year.
d) Vehicle loans taken from HDFC Bank Limited against hypothecation of the vehicles purchased, repayable in 60 monthly instalmentsstarting from Aug-2020, to Sep-2021 with average interest rates in the range of 7.65% to 8.45%, (previous year at 7.65% to8.45% ). The charge for first loan is yet to be created.
Vehicle loans taken from the Bank of Baroda Limited against hypothecation of the vehicle purchased, repayable in 60 monthlyinstalments starting from Jan-2021 to May-2021 with average interest rates in the range of 9.65% to 9.85%, (previous year at9.65% to 9.85%).
Vehicle loan is taken from the Union Bank of India against hypothecation of the vehicle purchased, repayable in 60 monthlyinstalments starting from Jan-2022 to Oct-2022 with average interest rates in the range of 8.34% to 9.50% (previous year in therange of 9.17% to 10.09%)
Vehicle loan is taken from the Yes Bank of India against hypothecation of the vehicle purchased, repayable in 60 monthlyinstalments starting from Jun-2023 with average interest rates 9.18% , (previous year in the range of 9.17%)
e) Working Capital Term Loan is taken from Union Bank of India for business purpose with effective interest rate 9.25% (previousyear effective rate is 9.25%) repayable in 48 equal monthly instalments starting from Dec -23. The said loan is secured by firstpari-passu charge on hypothecation of stocks, book debts and and by equitable mortgage with Yes Bank limited and HDFC BankLimited of factory land and buildings at Dahej and Kullu and all moveable property, plant and equipments of the Company andsecond charge on the existing securities of the company except plant 4 at Dahej and Premix Plant at Kullu.
f) Term loan is taken from HDFC Bank Limited for financing the capital expenditure at Dahej SEZ with average interest rate 9.75% (Previous year effective rate is 9.42%) repayable in 28 equal quarterly instalments starting from Apr 2022. The said loan is securedby first pari-passu charge on the project , first pari pasu charge on property, plant and equipment at Dahej and Kullu except plant3 at Dahej which is exclusively Mortgaged with Yes Bank Limited and Union Bank of India, and second pari passu charge on entirecurrent assets along with other banks.
g) Previous year loan comprised of H497.20 lakhs against property/ loan by way of discounting of lease rental of Thane One Buildingconsisting of 1st floor to 13th floor and equitable mortgage of the premises at Ceejay House. Further these loans have beenguaranteed by the personal guarantee of the Executive Vice Chairman of the Company from Bajaj Finance Limited which has beenrepaid during the year.
Packing credit, cash credit Loan from Union Bank of India, are secured by first pari-passu charge on hypothecation of stocks, bookdebts and and by equitable mortgage with Yes Bank limited and HDFC Bank Limited of factory land and buildings at Dahej and Kulluand all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu. Theaverage interest rate for packing credit in foreign currency is 7.16% to % 8.27% (EURO PCFC - EURIBOR 3.10%, USD PCFC - 6MLIBOR 3.10%) and average interest rate for cash credit is 11.87 %.
Packing credit and cash credit Loan from Yes Bank Limited is secured by first pari-passu charge on current assets of the Companyand by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of India and HDFC Bank Limited and allmoveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu. The averageinterest rate for packing credit in foreign currency is 6.50%. and average interest rate for cash credit is 1 YR MCLR 0.95 (from 10.40%to 11.50%).
Packing credit Loan from HDFC Bank Limited is secured by first pari-passu charge on current assets, exclusive charge on assetsof plant 4 at Dahej and Premix Plant at Kullu, moveable property, plant and equipment of the Company and equitable mortgageof factory land and buildings at Dahej and Kullu with Union Bank of India and Yes Bank Limited (excluding the plant and buildingfinanced through term loan from Union Bank of India and Yes Bank Limited).The average interest rate for packing credit in foreigncurrency is 6.50%.
Short term working capital loan includes Working Capital Demand Loan from Yes Bank Limited secured by first pari-passu charge oncurrent assets of the Company and by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of Indiaand HDFC Bank Limited and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej andPremix Plant at Kullu. It also includes Working Capital Demand Loan from HDFC Bank Limited secured by first pari-passu charge oncurrent assets of the Company and by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of Indiaand Yes Bank Limited and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej andPremix Plant at Kullu and short term loans taken from Union Bank of India are secured against the lien of fixed deposits. The averageinterest rate for short term working capital loan from Union Bank is in the range of 5.77% to 6.77% and Working Capital DemandLoan from Yes Bank is in range of 9.05% to 9.45% and Working Capital Demand Loan from HDFC Bank Limited is 9.05%.
The Company operates a defined benefit plan, viz., gratuity.
In respect of Gratuity, a defined benefit plan, contributions are made to LIC's Recognised Group Gratuity Fund Scheme. It isgoverned by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the timeof retirement or termination of the employment on completion of five years or death while in employment. The level of benefitprovided depends on the member's length of service and salary at the time of retirement/termination. Provision for Gratuityis based on actuarial valuation done by an independent actuary as at the year end. Each year, the Company reviews the level offunding in the gratuity fund.
(j) Risks exposure:
The plan typically exposes the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salaryrisk.
Investment risk : The present value of the defined benefit plan liability is calculated using a discount rate determined byreference to market yields on government bonds denominated in Indian rupees. If the actual return on plan assets is belowthis rate, it will create a plan deficit. However, the risk is mitigated by investment in LIC managed fund.
Interest risk : A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by anincrease in the value of the plan's investment in LIC managed fund.
Longevity risk : The present value of the defined benefit plan liability is calculated by reference to the best estimate ofthe mortality of plan participants both during and after their employment. An increase in the life expectancy of the planparticipants will increase the plan's liability.
Salary risk : The inherent risk for the Company mainly are adverse salary growth or demographic experience or inadequatereturns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future. Since thebenefits are lump sum in nature the plan is not subject to any longevity risks.
III) Other long term benefit plan
Actuarial valuation for compensated absences is done as at the year end and provision is made as per Company rules withcorresponding charge / (credit) to the Standalone statement of profit and loss amounting to ' 153.61 Lakhs [March 31, 2024:('116.56 Lakhs)] and it covers all regular employees. Major drivers in actuarial assumptions, typically, are years of service andemployee compensation.
Obligation in respect of defined benefit plan and other long term employee benefit plans are actuarially determined at the yearend using the “Projected unit credit model”. Gains and losses on changes in actuarial assumptions relating to defined benefitobligation are recognised in OCI where as gains and losses in respect of other long term employee benefit plans are recognised inthe Standalone statement of profit and loss.
*The tax rate used for reconciliation above is the corporate tax rate of 29.12% (March 31, 2024: 29.12%) at which the Company isliable to pay tax on taxable income under the Indian tax Laws.
** During the previous year ended March 31, 2024, the Company had received intimation / final assessment order for the financialyears 2016-17 to 2021-22 basis which an additional provision of tax was required on account of certain disallowances. Accordinglytotal MAT credit recognised of ^ 1,129.83 lakhs and Tax receivable recognised of ^ 115.72 lakhs was written off during the previousyear ended March 31, 2024 relating to such earlier years of which ^ 637.28 lakhs recorded in year ended March 31, 2024.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker(“CODM”) of the Company. The Managing Director of the Company is responsible for allocating resources and assessing performanceof the operating segments, has been identified as the CODM of the Company. The Company has identified the following segments asreporting segments based on the information reviewed by CODM.
The business segments have been identified considering :
a) the nature of products and services
b) the differing risks and returns
c) the internal organisation and management structure, and
d) the internal financial reporting systems
The segment information presented is in accordance with the accounting policies adopted by the Company. Segment revenues,expenses and results include inter-segment transfers.
A) The primary reporting of the Company has been performed on the basis of business segments, viz:
Chemicals/Bulk Drug- Manufacturing and selling of chemicals, primarily bulk drugs and enzymes.
Property - Renting and Sale of properties
The Company is exposed to credit risk, liquidity risk and market risk. The Company's financial risk management is an integral partof how to plan and execute its business strategies. The Board of Directors review and agree policies for managing each of theserisks, which are summarised below.
a) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes inmarket rates and prices (such as interest rates, foreign currency exchange rates, commodity prices and equity price risk).Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payablesand all short term and long-term borrowings. The Company is exposed to market risks related to foreign exchange raterisk, commodity rate risk, interest rate risk and other price risks, such as equity price risks. Thus, the Company's exposure tomarket risk is a function of borrowing activities, revenue generating and operating activities in foreign currencies.
i) Equity price risk
The Company's unlisted equity securities are susceptible to market price risk arising from uncertainties about futurevalues of the investments in securities. The Company manages the equity price risk through diversification and byplacing limits on individual and total equity instruments. The Company's Board of Directors review and approve, allinvestments in the equity instruments.
As at March 31, 2025 and March 31, 2024 the Company had exposure to equity securities measured at fair value. Thechanges in fair values of the equity investments were strongly positively co-related with changes in market index.
ii) 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 rate. The Company's exposure to the risk of changes in market interest rates relatesprimarily to the Company's long-term and short term borrowings obligations with floating interest rates.
The Company manages it's interest rate risk by having a balanced portfolio of long term and short term borrowings.
For the years ended March 31, 2025 and March 31, 2024 every 50 basis point decrease in the floating interest ratecomponent applicable to its loan and borrowings would increase the Company's profit by ' 57.18 Lakhs and ' 85.48Lakhs respectively. A 50 basis point increase in floating interest rate would lead to an equal but opposite effect.
iii) Commodity rate risk
Exposure to market risk with respect to commodity prices primarily arises from the Company's purchases and sales ofactive pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients.The prices of the Company's raw materials generally are stable. Cost of raw materials forms the largest portion of theCompany's cost of revenues. A large portion of the Company's sales are subject to commodity rate risk having a volatilepricing. The Company monitors overall demand supply position and pricing movement to decide marketing strategiesto overcome risk of changing prices of the products.
iv) Foreign currency risk
The Company's foreign exchange risk arises from its foreign currency revenues and expenses and foreign currencyborrowings. As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company'srevenues and expenses measured in Indian rupees may decrease or increase and vice-versa. The exchange rate betweenthe Indian rupee and these foreign currencies have changed substantially in recent periods and may continue tofluctuate substantially in the future. Consequently, the Company largely uses the natural hedge to mitigate the riskof changes in foreign currency exchange rates in respect of its highly probable forecasted transactions and recognisedassets and liabilities.
C) Foreign currency sensitivity
For the years ended March 31, 2025 and March 31, 2024, every 5% strengthening in the exchange rate between the Indian rupeeand the respective currencies for the above mentioned financial assets / liabilities would increase the Company's profit andincrease the Company's total equity by approximately (net) ' 407.93 Lakhs and ' 203.62 Lakhs, respectively. A 5% weakening ofthe Indian rupee and the respective currencies would lead to equal but opposite effect. In Management's opinion, the sensitivityanalysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period doesnot reflect the exposure during the year.
D) Derivative contracts
The Company is exposed to exchange rate risk that arises from its foreign exchange revenues and expenses, primarily in USDollars and Euros and foreign currency debts in US dollars and Euros. The Company uses cross currency interest rate swapand Currency hedges (known as, “derivatives”) to mitigate its risk of changes in foreign currency exchange interest rates andexchange rates . The counterparty for these contracts is generally a bank.
b) Credit risk
Credit risk is the risk of financial loss, if a customer or counterparty to a financial instrument fails to meet its contractualobligations and arises principally from the Company's receivables from customers, loans and other financial assets. Credit risk ismanaged through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterpartyto which the Company grants credit terms in the normal course of business.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure.i) Trade receivables
The Company has used expected credit loss (ECL) model for assessing the impairment loss. For this purpose, the Companyuses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external andinternal risk factors and historical data of credit losses from various customers. The Company evaluates the concentrationof risk with respect to trade receivables which is low, as its customers are widely spread with small outstanding amounts (Fordetailed movement in provision for trade receivables - Refer note 16)
Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company'spolicy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to eachcounterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis. The limitsare set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failureto make payments. Credit risk in case of Intercorporate deposit given is managed by the Company in accordance with theCompany's policy. ICD only be given out of surplus funds, are made only with the approval of the Board of Directors and arereviewed by the Board on an annual basis.
Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as they fall due. The Company's policy onliquidity risk is to maintain sufficient liquidity in the form of cash and investment in liquid banks deposits to meet the Company'soperating requirements with an appropriate level of headroom. In addition, processes and policies related to such risks areoverseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on thebasis of expected cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting datebased on contractual undiscounted payments.
The Company's investment property consist of Thane One Building and freehold land located at Majiwade Thane and at Takawe.Out of the 16 floors, ground floor have been considered as Investment Property by the Management and the remaining floors from1st to 13th floor has been sold. Others has been utilised for the purpose of business.
Criteria used for classification of property as investment property
The Company has considered the following for classification of property as investment property:
(i) Investment property comprises building and other assets required to provide ancillary services to the occupants of theinvestment property.
(ii) The properties that are not occupied by the Company for use in production or supply of goods or services or for administrativepurposes, or for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciationare classified as investment property.
The Company has a building which is primarily meant for renting is classified as an investment property, except for the part ofthat building which is used for administrative purposes, and hence classified as owner-occupied property. The Company hasapportioned the cost of the property between investment property and owner-occupied property in the ratio of area used,respectively, as a percentage of total area.
During the previous year the company had sold part of its investment in property consisting of floors sale in Thane one IT/ITESbuilding and freehold land located at village Takawe further in current year the company has sold part of its Investment in Propertyconsisting of commercial property in Ceejay House, Worli, Mumbai and part of freehold land located at Village Takawe. Totalincome recorded on such sale of Investment Property for the year ended March 31, 2025, is ' 4,457.88 lakhs and for the yearended March 31, 2024, is ' 6,387.82 lakhs has been recognized as income under the head revenue from operations pertaining toproperty segment.
Estimation of fair value
The fair value of the Investment Property has been determined in the financial period March 31, 2025 as '1,225.32 Lakhs (March31, 2024 as '6,724.72 Lakhs). The fair value has been determined based on the lastest sale agreement.
Refer note 46(B) for operating lease arrangements and total future minimum lease rentals receivable
Refer note 24 for the existence of restrictions on the realisability of investment property or the remittance of income and proceedsof disposal
Refer note 62 for deposit received against the signed Binding Term Sheet and grant of development rights to Mextech forconstruction of residential-cum-comercial buildings in the balance portion of Thane land.
Employee share option plan of the Company
This ESOP 2019 scheme has been framed pursuant to the Scheme of Amalgamation between the erstwhile FermentaBiotech Limited (“Transferor Company”) with the DIL Limited (“Transferee Company”) and their respective shareholders.The Transferor Company prior to the Scheme of Amalgamation had implemented the 'Fermenta Biotech Limited - EmployeeStock Option Plan 2019' and were granted employee stock options to its eligible employees. Further, the number of transfereeoptions issued shall equal to the product of number of transferor options outstanding on effectiveness of Scheme multipliedby the Share exchange ratio (0.398) and each transferee option shall have an exercise price per equity share equal to transferoroption exercise price per equity shares divided by the share exchange ratio (0.398) and fractions rounded off to the nexthigher whole number. The terms and conditions of ESOP 2019 Scheme of DIL Limited are not less favourable than those ofESOP Scheme of erstwhile Fermenta Biotech Limited. Under the ESOP 2019 Scheme, stock options have been issued to theeligible employees of erstwhile Fermenta Biotech Limited.
In accordance with the terms of the plan, as approved by the erstwhile shareholders of Fermenta Biotech Limited at an extrageneral meeting, executives and senior employees with the Company were granted options to purchase equity shares.
Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by therecipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised atany time from the date of vesting to the date of their expiry.
The number of options granted is calculated in accordance with the performance-based formula and is subject to approval bythe remuneration committee. The formula rewards executives and senior employees to the extent of the Company's and theindividual's achievement judged against both qualitative and quantitative criteria.
Options granted under ESOP 2019 shall vest not before 1 (one) year and not later than maximum Vesting Period of 5 (five) yearsfrom the date of grant of such Options. Subject to the minimum vesting period of one year, the Nomination and RemunerationCommittee of the Board at its discretion approve for acceleration of Vesting of any or all unvested Options of the Option Grantee.
The above number of options, fair value at grant dates and exercise price were adjusted in accordance with the Share exchangeratio (0.398:1) as per the scheme of amalgamation.
The above number of options, were adjusted for the Forfeited/ cancallation of option for fullment of year end assessment of ESOPvesting conditions.
62. The Company entered into a Development Agreement dated July 26, 2022, with Mextech Property Developers LLP (“Mextech”or “the Developer”), granting development rights for construction of residential-cum-commercial buildings on the balanceportion of its land in Thane, classified as investment property. As per the development agreement, in lieu of development rightstransferred, Company is entitled to 1,20,000 sq ft carpet area in the new residential building. In the current year, the Companyexecuted a Supplementary Development Agreement (SDA) on June 10, 2024, and subsequently handed over physical possessionof the project land to Mextech on June 16,2024. The Company has has received T 1,500 lakhs as refundable deposit from Mextech
The Company has evaluated the arrangement in accordance with “Ind AS 115 - Revenue from Contracts with Customers”. Based onthis assessment, it is of the view that control over the land has substantively transferred to Mextech upon handover of possession.However, considering the uncertainties inherent in real estate development projects and the fact that no substantial constructionwork had been completed as at March 31, 2025, the Company has concluded that the criteria for revenue recognition under Ind AS115 are not yet met. Accordingly, revenue has not been recognised in the current financial year. Revenue will be recognised oncesubstantial development milestones are achieved, and it becomes highly probable that the associated consideration in form ofarea in the newly constructed residential building will be received.
In addition, the Company has sold 9 flats in the under-construction residential building and received advances amounting to' 355.89 lakhs against these sales. The Company has evaluated these transactions under Ind AS 115 and determined that revenuewill be recognised at a point in time upon transfer of control to the customer. This typically coincides with the handing over ofpossession of the respective flats to the customers.
65. The President has given his assent to the Code on Social Security, 2020 (“Code”) in September 2020. On November 13, 2020 theMinistry of Labour and Employment released draft rules for the Code. However, the date on which the Code will come into effecthas not been notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact toits financial statements in the period in which the Code becomes effective.
66. Events after the reporting period
The company has evaluated subsequent events from the date through May 28, 2025, the date at which the financial statementswere available to be issued and determined that there are no material items to disclose.
67. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (editlog) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that,audit trail feature is not enabled for certain changes made, if any, using privileged/ administrative access rights. Further, duringthe course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accountingsoftware where the audit trail has been enabled. Additionally, the audit trail of prior year has been preserved by the Company asper the statutory requirements for record retention to the extent it was enabled and recorded in the previous year.
68. The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returnsor statements of current assets filed by the Company with banks and financial institutions are in agreement with the books ofaccount (refer note 24 and 28).
72. Previous year figures have been re-grouped /re-classified wherever necessary.
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Companyfor holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets duringthe year ended 31st March,2025.
74. The Standalone financial statements were approved for issue by the Board of Directors on May 28, 2025.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Fermenta Biotech Limited
ICAI Firm Registration Number: 324982E/E300003
per Poonam Todarwal Krishna Datla Prashant Nagre
Partner Executive Vice-Chairman Managing Director
Membership No. 136454 DIN 00003247 DIN 09165447
Sumesh Gandhi Varadvinayak Khambete
Chief Financial Officer Company Secretary
ICSI Membership No.A33861