a. Provisions are recognized when the company has present obligation (legal or constructive) as a result of pastevent and it is probable that outflow of resources embodying economic benefits will be required to settlethe obligation and a reliable estimate can be made of the amount of the obligation. The expense related toa provision is presented in the statement of profit and loss net of any reimbursement/contribution towardsprovision made.
b. If the effect of the time value of money is material, estimate for the provisions are discounted using a currentpre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, theincrease in the provision due to the passage of time is recognized as a finance cost.
c. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
• When there is a possible obligation which could arise from past event and whose existence will beconfirmed only by the occurrence or non-occurrence of one or more uncertain future events not whollywithin the control of the Company or;
• A present obligation that arises from past events but is not recognized as expense because it is not probablethat an outflow of resources embodying economic benefits will be required to settle the obligation or;
• The amount of the obligation cannot be measured with sufficient reliability.
Commitments include the value of the contracts for the acquisition of the assets net of advances.
Contingent asset is disclosed in case a possible asset arises from past events and whose existence will be confirmedonly by the occurrence or non-occurrence of one or more uncertain future events not wholly within the controlof the Company.
Contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactionsof a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of incomeor expenses associated with investing or financing cash flows. The cash flow from operating, investing and financingactivities of Company is segregated.
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (IndianAccounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has not notified any newstandards or amendments to the existing standards applicable to the Company.
The preparation of the Company's standalone financial statements requires management to make judgements, estimates andassumptions that affect the reported amounts of revenue, expenses, assets, liabilities and the accompanying disclosures alongwith contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require materialadjustments to the carrying amount of assets or liabilities affected in future periods. The Company continually evaluates theseestimates and assumptions based on the most recently available information.
In particular, information about significant areas of estimates and judgments in applying accounting policies that have themost significant effect on the amounts recognized in the standalone financial statements are as below:
a. Assessment of functional currency.
b. Financial instruments
c. Estimates of useful lives and residual value of PPE and intangible assets
d. Impairment of financial and non-financial assets
e. Valuation of inventories
f. Measurement of Defined Benefit Obligations and actuarial assumptions
g. Allowances for uncollected trade receivable and advances
h. Provisions
i. Provisions for Current and Deferred Tax
j. Evaluation of recoverability of deferred tax assets
k. Contingencies, and
l. Determination of effective portion of Cash flow hedge
Revisions to accounting estimates are recognized prospectively in the Statement of Profit and Loss in the period in which theestimates are revised and in any future periods affected.
Capital Reserve
Capital Reserve represents towards forefeiture of share warrants.
Securities Premium Account
Securities Premium represents the premium charged to the shareholders at the time of issuance of shares. Securities Premium canbe utilised based on the relevant requirements of the Act.
General Reserve
General reserve represents created out of the retained earnings permitted to be distributed to shareholders as part of dividend.
Retained earnings
Retained earnings represent the amount of accumulated earnings of the Company.
Capital redemption reserve
In accordance with Section 69 of the Indian Companies Act, 2013, the Company creates a capital redemption reserve equal to thenominal value of the shares bought back as an appropriation from the general reserve.
Cash flow hedge reserve
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivativeis recognized in other comprehensive income and accumulated in the cash flow hedging reserve. The cumulative gain or losspreviously recognized in the cash flow hedging reserve is transferred to the Consolidated Statement of Profit and Loss upon theoccurrence of the related forecasted transaction.
Other components of equity
Other components of equity include currency translation, remeasurement of net defined benefit liability / asset, equity instrumentsfair valued through other comprehensive income, changes on fair valuation of investments,net of taxes.
Share Based Payment Reserve
The share options outstanding account is used to record the fair value of equity-settled, share-based payment transactions withemployees. The amounts recorded in share options outstanding account are transferred to securities premium upon the exercise ofstock options and transferred to the general reserve on account of stock options not exercised by employees.
Company's board of directors has overall responsibility for establishment of Company's risk management framework. Managementis responsible for developing and monitoring Company's risk management policies, under the guidance of Audit Committee.Management identifies, evaluates and analyses the risks to which company is exposed to and set appropriate risk limits and controlsto monitor risks and adherence to limits.
Management periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes inmarket conditions and align the same to the business of the Company. Management through its interaction and training to concernedemployees aims to maintain a disciplined and constructive control environment in which concerned employees understand theirroles and obligations. The Audit committee oversees how management monitors compliance with Company's risk managementpolicies and procedures, and reviews the adequacy of the risk management framework in relation to the risks to which Companyis exposed. The Audit committee is assisted in its role by the internal auditor wherever required. Internal auditor undertakes bothregular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit committee.
a) Credit risk
b) Liquidity risk
c) Market risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. Company is exposed to credit risk from its operating activities (primarily trade receivables) and from itsfinancing activities, including deposits with banks, mutual funds and financial institutions, foreign exchange transactions andother financial instruments.
The Company has adopted a policy of only dealing with counterparties that have sufficiently high credit standards and financialstrength. The Company's exposure and credit ratings of its counterparties are continuously monitored and the aggregate valueof transactions is reasonably spread amongst the several counterparties.
Credit risk arising from derivative financial instruments and other balances with banks is limited and there is no collateral heldagainst these because the counterparties are banks and recognised financial institutions with high credit ratings assigned bythe reputed credit rating agencies.
As regards, credit risk for investment in equity shares, the Company limits its exposure to credit risk by investing mainly in scripswhich are of high credibility. Company monitors changes in credit risk by tracking published external credit ranking. Based onits on-going assessment of counterparty risk, Company adjusts its exposure to various counterparties from time to time.
As regards, credit risk for investment in mutual funds, the Company limits its exposure to credit risk by investing mainly in debtsecurities issued by mutual funds which are of high credit ranking from rating agency like CRISIL or the equivalent rating agency.Company monitors changes in credit risk by tracking published external credit ranking. Based on its on-going assessment ofcounterparty risk, Company adjusts its exposure to various counterparties from time to time.
Credit risk from Trade receivables is managed by the Company's established policy, procedures and control relating to customercredit risk management. Trade receivables are mainly from reputed debtors and are non-interest bearing. Trade receivablesgenerally ranges from 30 - days to 180- days credit term. Credit limits are established for all customers based on internal criteriaand any deviation in credit limit requires approval of Head of the department and / or Directors depending upon the quantumand overall business risk. Majority of the customers have been doing business with the company for more than 3 years andthey are being monitored by individual business managers who deals with those customers. Management monitors tradereceivables on regular basis and takes suitable action where needed to control the receivables crossing set criteria / limits.
Management does an impairment analysis at each reporting date on an individual basis for major clients. In addition, a largenumber of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Further, theCompany's customers base is widely distributed both economically as well as geographically and in view of the same, thequantum risk also gets spread across wide base and hence management considers risk with respect to trade receivable as low.
For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. Theprovision matrix is prepared based on historically observed default rates over the expected life of trade receivables and isadjusted for forward-looking estimates.
Liquidity risk is the risk that Company may not be able to meet its present and future cash and collateral obligations withoutincurring unacceptable losses. Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash andcollateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system.
The Company has an established liquidity risk management framework for managing its short term, medium term and longterm funding and liquidity management requirements. The Company manages the liquidity risk by maintaining adequatefunds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that thereis sufficient cash or cash equivalent available to meet all its normal operating commitments in a timely and cost-effectivemanner. Working capital requirements are adequately addressed by internally generated funds and through working capitalloans available from various banks. Trade receivables are kept within manageable levels. Company aims to maintain the level ofits cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash outflowson financial liabilities over the next three to six months.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises three types of risks;
i) Interest rate risk
ii) Currency risk and;
iii) Equity price risk
Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables, loans andderivative financial instruments.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whileoptimizing the return.
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in thereference rates could have an impact on the Company's cash flows as well as costs. The Company is subject to variableinterest rates on some of its interest bearing liabilities. The Company's interest rate exposure is mainly related to debtobligations. The Company has not used any interest rate derivatives.
Based on the composition of debt as at March 31, 2025 and March 31, 2024 a 100 basis points increase in interest rateswould increase the Company's finance costs and thereby consequently reduce net profit before tax by approximately' 347.65 Lakhs for the year ended March 31,2025 (March 31,2024'330.07 Lakhs).
The Company's foreign exchange risk arises from its foreign operations, foreign currency revenues, foreign currencyexpenses and foreign currency borrowings. Primarily, the exposure in foreign currencies are denominated in USD. Asa result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company's revenues andexpenses measured in Indian rupees may decrease or increase and vice-versa. The exchange rate between the Indianrupee and USD have changed substantially in recent periods and may continue to fluctuate substantially in the future.Consequently, the Company uses foreign exchange forward contracts and foreign currency financial liabilities, to mitigatethe risk of changes in foreign currency exchange rates in respect of its highly probable forecasted transactions andrecognized assets and liabilities.
The Company enters into forward exchange contracts to hedge against its foreign currency exposure relating to theunderlying transactions and based on past performance. The Company does not enter into any derivative instruments fortrading or speculative purpose.
The Company designates its derivative contracts that hedge foreign exchange risk associated with its highly probableforecasted transactions as cash flow hedges and measures them at fair value. The effective portion of such cash flowhedges is recorded as in other comprehensive income, and re-classified in the income statement as revenue in the periodcorresponding to the occurrence of the forecasted transactions. The ineffective portion of such cash flow hedges isimmediately recorded in the statement of profit and loss.
The Company's exposure to equity price risk arises from investments in equity shares mutual funds held by the Companyand classified in the balance sheet as fair value through OCI. To manage its price risk arising from investments in equityshares and mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance withthe limits set by the Company.
The sensitivity to profit or loss in case of an increase in price of the instrument by 5% keeping all other variables constantwould have resulted in an impact on profits by ' 93.65 Lakhs (March 31, 2024 ' 131.20 Lakhs).
Capital of the company, for the purpose of capital management, includes issued equity capital and all other equty reservesattributable to equity holders of the company. The primary objective of the company's capital mangement is to maximiseshareholders value.
The company monitors capital using a gearing ratio which is net Dividend by total capital plus net debt.
The Honourable Supreme Court, has passed a decision on 28th February, 2019 in relation to inclusion of certain allowanceswithin the scope of "Basic wages" for the purpose of determining contribution to provident fund under the Employees'Provident Funds & Miscellaneous Provisions Act, 1952. The Company, based on legal advice, is awaiting further clarificationsin this matter in order to reasonably assess the impact on its financial statements, if any. Accordingly, the applicability of thejudgement to the Company, with respect to the period and the nature of allowances to be covered, and resultant impact on thepast provident fund liability, cannot be reasonably ascertained, at present.
(The contingent liabilities, if materialised, shall entirely be borne by the company, as there is no likely reimbursement fromany other party.)
The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At theyear end, the Company has reviewed and ensured that adequate provision as required under any law/ applicable accountingstandards for material foreseeable losses on such long term contracts has been made in the books of account.
The Company has reviewed its pending litigations and proceedings and has adequately provided for where provisions arerequired and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expectthe outcome of these proceedings to have a materially adverse effect on its financial statements.
A During the financial year 2021-22, the Company had introduced and implemented the RGL Employee Stock Option Plan2021 ('RGL ESOP 2021' / 'Scheme') to create, grant, offer, issue and allot at any time in one or more tranches such number ofstock options not exceeding 5,00,000 equity shares of face value of ' 10 each, convertible into Equity Shares of the Company("Options") to the eligible employees of the Company and its subsidiary company.
Pursuant to Sub-division / Stock split of 1 (One) Equity Share of face value of ' 10/- (Rupees Ten Only) each into 5 (Five) EquityShares of face value of ' 2/- on July 20, 2022, the size of the RGL ESOP 2021 has been revised to 25,00,000 equity shares of facevalue of '2/- each, convertible into Equity Shares of the Company ("Options").
Net Preferential Issue proceeds which were un-utilised as at March 31, 2025 were temporarily invested in Fixed Depositamounting to ' 6,024.16 and ' 6.94 Lakhs Balance in ESCROW account.
The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benamiproperty under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section560 of Companies Act, 1956.
willful defaulter
The Company has not been declared a willful defaulter by any bank or financial institution or other lender (as definedunder the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by theReserve Bank of India
The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyondthe statutory period. There are certain charges which involve practical challenges in obtaining no-objection certificates (NOCs)from the charge holders of such charges, despite repayment of the underlying loans. The Company is in the continuous processof filing the charge satisfaction e-form with MCA, within the timelines, as and when it receives NOCs from the respectivecharge holders.
The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
undisclosed income
The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or anyother relevant provisions of the Income Tax Act, 1961.
borrowings obtained on the basis of security of current assets
For the borrowings secured against current assets ,the company has filed Quarterly statements of current assets with the banksand the same are in agreement with the books of accounts.
utilisation of borrowed funds and share premium
As on March 31, 2025 the borrowed funds have been utilised for the specific purpose for which the funds were raised.
revaluation of property, plant and equipment and intangible assets
The Company has not revalued any of its property, plant and equipment (including Right of Use assets) and intangible assetsduring the year.
compliance with number of layers of companies
The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act readwith the Companies ( Restriction on number of Layers) Rules, 2017.
No adjusting events have occurred between the reporting date and the date of authorization.
After the end of financial year, the Board of Director at its meeting held on April 14, 2025 has approved the closure ofmanufacturing unit at the Bhavnagar, Gujarat w.e.f April 15, 2025 for rebalancing the Company's manufacturing capacitiesin line with current product mix and manufacturing requirements of the RGL Group. The aforesaid event is considered assignificatnt non adjusting event as per Ind-As 10.
60 previous year figures
Previous year's figures are regrouped / rearranged / recast wherever considered necessary.
As per our report of even date For and on behalf of the board of directors of
For chaturvedi & Shah LLp Renaissance Global Limited
Chartered Accountants
Firm Registration No. 101720W/W100355
Partner Managing Director Director
Membership No : 103418 DIN No. 08030313 DIN N°. 00036338
Company Secretary Chief Financial Officer
Place: Mumbai Place: Mumbai
Date : May 30, 2025 Date : May 30, 2025