(xvii) Provisions, contingent liabilities andcontingent assets
Provisions are recognized when the Companyhas a present (legal or constructive) obligationas a result of past events, for which it is probablethat an outflow of resources will be required tosettle the obligation and a reliable estimate of theamount can be made. Provisions required to settleare reviewed regularly and are adjusted wherenecessary to reflect the current best estimates ofthe obligation. Provisions are discounted to theirpresent values, where the time value of moneyis material.
Contingent liability is disclosed unless thelikelihood of an outflow of resources is remoteand there is a possible obligation or a presentobligation that may, but probably will not, requirean outflow of resources.
Contingent assets are disclosed only when inflowof economic benefits therefrom is probable andrecognized only when realization of income isvirtually certain.
(xviii) Earnings per share
Basic earnings per share is calculated by dividingthe net profit or loss for the year attributable toequity shareholders (after deducting attributabletaxes) by the weighted average number of equityshares outstanding during the year. The weightedaverage number of equity shares outstandingduring the year is adjusted for events including ashare split or a bonus issue.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the year attributableto equity shareholders and the weighted averagenumber of shares outstanding during the year areadjusted for the effects of all dilutive potentialequity shares.
(xix) Rounding of amounts
All amounts disclosed in the financial statementsand notes have been rounded off to the nearestmillions as per the requirement of Division II ofSchedule III, unless otherwise stated.
(xx) Statement of cash flow
Cash flows are reported using indirect method,whereby net profits before tax is adjusted for theeffects of transactions of a non-cash nature andany deferrals or accruals of past or future cashreceipts or payments and items of income orexpenses associated with investing or financingcash flows. The cash flows from regular revenuegenerating (operating activities), investing andfinancing activities of the Company are segregated.
(xxi) Critical estimates and judgements
The preparation of financial statements requires theuse of accounting estimates which, by definition,will seldom equal the actual results. Managementalso needs to exercise judgement in applying theCompany's accounting policies. This note providesan overview of the areas that involved a higherdegree of judgement or complexity, and of itemswhich are more likely to be materially adjusted dueto estimates and assumptions turning out to bedifferent than those originally assessed. Detailed
information about each of these estimates andjudgements is included in relevant notes togetherwith information about the basis of calculation foreach affected line item in the financial statements.
a) Recognition of deferred tax assets - Theextent to which deferred tax assets can berecognized is based on an assessment ofthe probability of the future taxable income(supported by reliable evidence) againstwhich the deferred tax assets can be utilized.
b) Evaluation of indicators for impairment ofnon-financial assets - The evaluation ofapplicability of indicators of impairment ofassets requires assessment of several externaland internal factors which could result indeterioration of recoverable amount ofthe assets.
c) Contingent liabilities - At each balancesheet date basis the management judgment,changes in facts and legal aspects, theCompany assesses the requirement ofprovisions against the outstanding contingentliabilities. However, the actual future outcomemay be different from this judgement.
d) Impairment of financial assets - At eachbalance sheet date, based on historicaldefault rates observed over expected life,existing market conditions as well as forwardlooking estimates, the management assessesthe expected credit losses on outstandingreceivables. Further, management alsoconsiders the factors that may influence thecredit risk of its customer base, includingthe default risk associated with industry andcountry in which the customer operates.
e) Defined benefit obligation (DBO) -Management's estimate of the DBO is basedon a number of underlying assumptionssuch as standard rates of inflation, mortality,discount rate and anticipation of future salaryincreases. Variation in these assumptions maysignificantly impact the DBO amount and theannual defined benefit expenses.
f) Useful lives of depreciable/amortisableassets - Management reviews its estimate ofthe useful lives of depreciable/amortisableassets at each reporting date, based on theexpected utility of the assets. Uncertaintiesin these estimates relate to technical andeconomic obsolescence that may change theutilisation of assets.
g) Leases - The Company evaluates if anarrangement qualifies to be a lease as perthe requirements of Ind AS 116. Identificationof a lease requires significant judgment. TheCompany uses significant judgement inassessing the lease term (including anticipatedrenewals) and the applicable discount rate.The Company determines the lease term asthe non-cancellable period of a lease, togetherwith both periods covered by an option toextend the lease if the Company is reasonablycertain to exercise that option; and periodscovered by an option to terminate the leaseif the Company is reasonably certain not toexercise that option. In assessing whether theCompany is reasonably certain to exercise anoption to extend a lease, or not to exercisean option to terminate a lease, it considers allrelevant facts and circumstances that createan economic incentive for the Company toexercise the option to extend the lease, or notto exercise the option to terminate the lease.The Company revises the lease term if thereis a change in the non-cancellable period ofa lease.
h) Fair value measurements - Managementapplies valuation techniques to determinefair value of equity instruments (where activemarket quotes are not available) and stockoptions. This involves developing estimatesand assumptions around discount rate,volatility, dividend yield which may affect thevalue of equity instruments or stock options.
i) Goodwill - Management applies discountedcash flow technique to determine value inuse. This involves developing estimates andassumptions around growth rate, pre-taxdiscount rate and other relevant informationwhich may affect the fair value.
Estimates and judgements are continuouslyevaluated. They are based on historical experienceand other factors including expectation of futureevents that may have a financial impact on theCompany and that are believed to be reasonableunder the circumstances.
Disclosure related to goodwill impairment:
Goodwill is carried at cost and tested annually for impairment. The above goodwill has arisen through businesscombination in current year (read with note 44). The acquired setup is engaged in the business of dermatology andchildcare products and this setup is separate cash generating unit ('unit'). The other relevant details are as follows:
(i) Impairment testing for goodwill has been carried out considering its recoverable amount which, inter-alia, includesestimation of value-in-use based on management projections (derived basis market approach). These projectionshave been made for the period not exceeding ten years (with terminal value), as applicable and considered variousfactors, such as market scenario, revenue growth rate and expected cost percentages (basis past experience).
(ii) Considering the overall business and regional market scenario, the projections has been considered for ten years.The growth rate expected is 10.00%.
(iii) For arriving at present value, discount rate of 20.60% have been considered and the same has been determinedconsidering the Weighted Average Cost of Capital (WACC).
Based on the above assessment, no impairment has been recognised during the year. The management has performedsensitivity analysis around the base assumptions and accordingly concluded that no reasonable changes in keyassumptions would cause the recoverable amount of the respective cash generating unit to be less than the carrying value.
(B) Defined benefit plans
(I) Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are incontinuous service for a period of 5 years are eligible for gratuity.
In accordance with Ind AS 19 "Employee Benefits", an actuarial valuation has been carried out in respect of gratuity.The discount rate assumed is 6.54% per annum (31 March 2024: 7.17% per annum) which is determined by referenceto market yield on government bonds at the Balance Sheet date.
The retirement age has been considered at 58 years (31 March 2024: 58 years) and mortality table is as per IALM(2012-14) (31 March 2024: IALM (2012-14)). Weighted average duration are 3.26 years (31 March 2024: 3.26 years).The withdrawal rate considered in actuarial valuation is 30% (31 March 2024: 30%)
The estimates of future salary increases, considered in actuarial valuation is 7% per annum (31 March 2024: 7%per annum), taking into account of inflation, seniority, promotion and other relevant factors, such as supply anddemand in the employment market.
The plan assets are maintained with Life Insurance Corporation of India in respect of gratuity scheme for all theemployees of the Company. The details of investments maintained by Life Insurance Corporation are not availablewith the Company, hence not disclosed. The expected rate of return on plan assets is 7.68% per annum (31 March2024: 6.52% per annum).
(C) Risk exposures:
Theses plans typically expose the Company to the following actuarial risks:
Salary risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of planparticipants. As such, an increase in the salary of the plan participants will increase the plans liability.
Interest rate risk : A fall in the discount rate, which is linked, to the government bond rate will increase the present valueof the liability requiring higher provision.
Investment risk : The present value of the defined benefit plan liability is calculated using a discount rate which isdetermined by reference to market yields at the end of the reporting period on governments bonds. If the return onplan asset is below this rate, it will create a plan deficit.
Mortality risk : Since the benefits under the plan is not payable for life time and payable till retirement age only, plandoes not have any longevity risk.
The following methods/assumptions were used to estimate the fair values:
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respectivecarrying amount due to the short term maturities of these instruments. Further, the fair value disclosure of leaseliabilities is not required.
(b) Fair valuation of non-current financial assets has been disclosed to be same as carrying value as there is nosignificant difference between carrying value and fair value.
(c) Fair value hierarchy
The following explains the judgements and estimates made in determining the fair values of the financial instrumentsthat are recognised and measured at fair value. To provide an indication about the reliability of the inputs used indetermining fair value, the Company has classified its financial instruments into the three levels prescribed underthe accounting standard.
Financial assets and financial liabilities are measured at fair value in the financial statements and are grouped intothree levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs tothe measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, eitherdirectly or indirectly; or
Level 3: unobservable inputs for the asset or liability.
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's riskmanagement framework.
The Company, through three layers of defence namely policies and procedures, review mechanism and assuranceaims to maintain a disciplined and constructive control environment in which all employees understand their rolesand obligations. The Audit committee of the Board of Directors with top management oversees the formulation andimplementation of the risk management policies. The risks and mitigation plans are identified, deliberated and reviewedat appropriate forums.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk (see (i));
- Liquidity risk (see (ii)); and
- Market risk (see (iii)).
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails tomeet its contractual obligations, and arises principally from the Company's receivables from customers and otherfinancial assets. The carrying amount of financial assets represents the maximum credit exposure.
Trade receivables and other financial assets
The Company has established a credit policy under which each new customer is analysed individually forcreditworthiness before the Company's standard payment and delivery terms and conditions are offered. TheCompany's review includes external ratings, if they are available, financial statements, credit agency information,industry information and business intelligence.
In monitoring customer credit risk, customers are grouped according to their credit characteristics, includingwhether they are an individual or a legal entity, whether they are institutional or dealers or end-user customer,their geographic location, industry, trade history with the Company and existence of previous financial difficulties.
As at 31 March 2025 and 31 March 2024, the Company does not foresee any risk with the customers, exceptaccounted for.
Expected credit loss with respect to trade receivables:
With respect to trade receivables, based on internal assessment which is driven by the historical experience/currentfacts available in relation to default and delays in collection thereof, the credit risk for trade receivables is consideredlow. The Company estimates its allowance for trade receivable using lifetime expected credit loss. The balancepast due for more than 6 months (net of expected credit loss allowance) is f Nil (31 March 2024: f 4.19 million).The Company recognises allowance for expected credit loss at full value for disputed receivables and undisputedreceivables outstanding for more than one year.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities.The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilitieswhen due. In doing this, management considers both normal and stressed conditions. The Company maintaineda cautious liquidity strategy, with a positive cash balance throughout the year ended 31 March 2025 and 31 March2024. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-daybasis. The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis tomeet operational needs. Any short-term surplus cash generated, over and above the amount required for workingcapital management and other operational requirements, is retained as cash and cash equivalents (to the extentrequired) and any excess is invested in interest bearing term deposits with appropriate maturities to optimise thecash returns on investments while ensuring sufficient liquidity to meet its liabilities.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts aregross and undiscounted.
(iii) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changesin market rates. The Company's size and operations result in it being exposed to currency risk that arise from itsuse of financial instruments:
The risk may affect the Company's income and expenses or the value of its financial instruments. The Company'sexposure to and management of such risk is explained below.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in whichsales and purchases are denominated and the functional currency of the Company. The currency in which theCompany is exposed to risk is USD.
The Company follows a natural hedge driven currency risk mitigation policy, to the extent possible. Any residual riskis evaluated and appropriate risk mitigating steps are planned, including but not limited to, entering into forwardcontracts and interest rate swaps.
(v) Total of previous year's shortfall: f 0.56 million
(vi) Reason for shortfall: Not applicable
(vii) Nature of CSR activities: The CSR activity focus areas are health, education and livelihood to improve the qualityof the life of the community around the business locations.
(viii) Details of related party transactions: Not Applicable
(ix) Where a provision is made with respect to a liability incurred by entering into a contractual obligation, themovements in the provision during the year should be shown separately: Not applicable
The Company has a stock option plan in place namely "Jagsonpal Pharmaceuticals Limited Employees Stock OptionPlan 2022 ("JPL ESOP 2022")".
The Nomination and Remuneration Committee ('NRC' or 'Committee') of the Board of Directors ('Board') which comprisesa majority of Independent Directors is responsible for administration and supervision of the stock option plan.
Under Plan 2022, up to 65,49,500A stock options can be issued to eligible directors and other specified categories ofemployees of the Company.
The details of share options are as follows:
Note:
(1) During the year, the Company had acquired India and Bhutan business of Yash Pharma Laboratories Private Limitedalong with their brands and associated trademarks, technical know-how and non-compete under Business TransferAgreement ("BTA"), with effect from 01 June 2024, for a purchase consideration of f 940.12 million. The said businessacquisition gives the Company access to dermatology and childcare products and aligns well with strategic goalto broaden presence in the Indian market. Further, the Company has Involved various external experts to facilitatethe said business combination for providing transaction related services amounting to f 32.85 million, which hasbeen disclosed as exceptional item.
(2) During the year, on 25 February 2025, the Company has entered into a Business Transfer Agreement ("Agreement")for the purchase of gynaecology and dermatology divisions of Resilient Cosme-Ceuticals Private Limited ("Resilient").There were condition precedents which were to be complied with before the said Agreement takes an effect.Subsequent to the year-end, the Company and Resilient have mutually agreed to terminate the said Agreement,with no liability to each other as certain conditions precedent of the transaction could not be fulfilled. However, theCompany has involved various external experts to facilitate the said business combination for providing transactionrelated services amounting to f 2.12 million, which has been disclosed as exceptional item.
(3) During the year, on 15 November 2024, the Company has disposed off its Faridabad factory premises to M/s RegaliaLaminates LLP. The Company has received entire consideration of f 410 million. On disposal, the Company hasrecognised a profit of f 233.59 million, which has been disclosed as an exceptional item. The corresponding currenttax impact for the said transaction is f 49.73 million along with the reversal of deferred tax liabilities amounting tof 22.74 million.
(4) During the year, the Company has assessed the recoverability of certain property, plant and equipment and basedon the best estimates as per available external and internal information, it has recorded an impairment of ' 1.75million, which has been disclosed as an exceptional item.
(i) During the year, the Company had acquired India and Bhutan business of Yash Pharma Laboratories Private Limited alongwith their brands and associated trademarks, technical know-how and non-compete under Business Transfer Agreement("BTA"), with effect from 01 June 2024, for a purchase consideration of f 940.12 million. The said business acquisition givesthe Company access to dermatology and childcare products and aligns well with strategic goal to broaden presence inthe Indian market. Further, the Company has Involved various external experts to facilitate the purchase price allocationfor said business combination.
(iv) The goodwill is largely attributable to growth expectations, skill and expertise of the workforce and expected futureprofitability of the acquired business. It will not be deductible for tax purposes.
(v) Other information
The acquired business contributed revenue of ' 422.87 million for the year ended 31 March 2025 and if the acquisitionshad occurred on 01 April 2024, revenue for the year ended 31 March 2025 would have been ' 507.44 million.
45 (i) The Company has not advanced or loaned or invested funds to any person or any entity, including foreign entities
(intermediaries) with the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a oron behalf of the Company (ultimate beneficiaries); or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Company has not received any fund from any person or any entity, including foreign entities (funding party)with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a oron behalf of the funding party (ultimate beneficiaries); or
(b) Provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
46. The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies,which uses accounting software for maintaining its books of accounts, shall only use such accounting software whichhas a feature of recording audit trail of each and every transaction, creating an edit log of each change made in thebooks of account along with the date when such changes were made and ensuring that the audit trail cannot bedisabled. The Company, in respect of financial year commencing on 1 April 2024, has used an accounting software formaintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has beenoperated throughout the year for all relevant transactions recorded in the software except that the audit trail featureat the database level was enabled only for certain key users to log any direct data changes in the accounting software.used for maintaining the Company's books of accounts. Further, during the year, the Company did not come across anyinstance of audit trail feature being tampered with, other than the consequential impact of the exception of the audit trailfeature at the database level being enabled only for certain key users in the accounting software. Furthermore, exceptfor instances of the audit trail feature at the database level being enabled only for certain key users in the accountingsoftware, the audit trail has been preserved by the Company as per the statutory requirements for record retentionfrom the date it has been enabled.
A Pursuant to the resolution passed by the Board of Directors on 23 October 2024, the Company approved the sub-division/split of existing equity shares having a face value of f 5 each, fully paid up, into such number of equity shareshaving face value of f 2 each fully paid-up. Post approval of shareholders through postal ballot, the Company hascompleted the sub-division/split of its shares and the new split value/price of shares has become effective on both stockexchanges with effect from 8 January 2025. The earnings per share for the comparative period has been restated as perInd AS 33 - 'Earnings per share'.
48. Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending againstthe Company for holding any Benami property.
(ii) The Company does not have any transactions and outstanding balances during the current as well previous yearwith Companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (suchas, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vi) The Company is not declared willful defaulter by and bank or financials institution or lender during the year.
49 Previous year figures have been regrouped/ reclassified to conform to the current year's classification. The impact of
such reclassification/regrouping is not material to the financial statements.
The above notes including summary of material accounting policies and other explanatory information form an integral partof the financial statements.
As per our report of even date attached. For and on behalf of the Board of Directors of Jagsonpal Pharmaceuticals Limited
For Walker Chandiok & Co LLP
Chartered Accountants
Firm Reg. No.: 001076N/N500013
Madhu Sudan Malpani Manish Gupta Harsha Raghavan
Partner Managing Director Chairman & Non-Executive Director
Membership No.: 517440 DIN: 06805265 DIN: 01761512
Place: Gurugram Sachin Jain Pratham Rawal
Date: 06 May 2025 Chief Financial Officer Company Secretary