xvi. Provisions, contingent liabilities and contingentassets
Provisions are recognized when the Companyhas a present legal or constructive obligation as aresult of past events, it is probable that an outflowof resources will be required to settle the obligationand the amount can be reliably estimated. Theseare reviewed at each reporting period and reflectthe best current estimate. Provisions are notrecognized for future operating losses.
Where there are a number of similar obligations,the likelihood that an outflow will be requiredin settlement is determined by considering theclass of obligations as a whole. A provision isrecognized even if the likelihood of an outflow withrespect to any one item included in the same classof obligations may be small.
The amount recognized as a provision is the bestestimate of the consideration required to settle thepresent obligation at the end of the reporting period,taking into account the risks and uncertaintiessurrounding the obligation. When a provision ismeasured using the cash flow estimated to settlethe present obligation, its carrying amount is thepresent value of those cash flows.
Contingent liabilities are disclosed when there isa possible obligation arising from past events,the existence of which will be confirmed only bythe occurrence or non-occurrence of one or moreuncertain future events not wholly within thecontrol of the Company or a present obligationthat arises from past events where it is eithernot probable that an outflow of resources willbe required to settle the obligation or a reliableestimate of the amount cannot be made.
Contingent assets are not recognized in thefinancial statements unless it is virtually certainthat the future event will confirm the asset’sexistence and the asset will be realized.
xvii. Employee benefits
(a) Short-term employee benefits
Liabilities for wages and salaries, includingnon-monetary benefits that are expectedto be settled wholly within 12 months afterthe end of the period in which the employeesrender the related service are recognized inrespect of employees’ services up to the endof the reporting period and are measured atthe amounts expected to be paid when theliabilities are settled.
(b) Other Long-term employee benefits
The liabilities for earned leave is not expectedto be settled wholly within 12 months afterthe end of the period in which the employeesrender the related service. They are thereforemeasured as the present value of expectedfuture payments to be made in respectof services provided by employees up tothe end of the reporting period using theprojected unit credit method. The benefitsare discounted using the market yields at theend of the reporting period that have termsapproximating to the terms of the relatedobligation. Remeasurements as a result ofexperience adjustments and changes inactuarial assumptions are recognized in theStatement of Profit and Loss.
The obligations are presented as currentliabilities in the Balance Sheet if the entitydoes not have an unconditional right to defersettlement for at least 12 months after thereporting period, regardless of when theactual settlement is expected to occur.
(c) Post-employment obligations
Defined benefit plans
The present value of the defined benefitobligation is determined by discounting theestimated future cash outflows by referenceto market yields at the end of the reportingperiod on Government bonds that have termsapproximating to the terms of the relatedobligation.
The net interest cost is calculated byapplying the discount rate to the net balanceof the defined benefit obligation and the fairvalue of plan assets. This cost is included inemployee benefit expense in the Statementof Profit and Loss.
Remeasurement gains and losses arisingfrom experience adjustments and changes inactuarial assumptions are recognized in theperiod in which they occur directly in OtherComprehensive Income. They are includedin retained earnings in the Statement ofChanges in Equity and in the Balance Sheet.
Changes in the present value of the definedbenefit obligation resulting from planamendments or curtailments are recognizedimmediately in profit or loss as past servicecost.
Defined Contribution plan
The Company has no further paymentobligations once the contributions havebeen paid. The contributions are accountedfor as defined contribution plans and thecontributions are recognized as employeebenefit expense when they are due. Prepaidcontributions are recognized as an asset tothe extent that a cash refund or a reduction inthe future payments is available.
(d) Share based payments
The fair value of options granted underthe Employee Option Plan is recognizedas an employee benefits expense with acorresponding increase in equity. The totalamount to be expensed is determined byreference to the fair value of the optionsgranted:
• including any market performanceconditions (e.g., the entity’s share price)
• excluding the impact of any serviceand non-market performance vestingconditions (e.g. profitability, sales
growth targets and remaining anemployee of the entity over a specifiedtime period), and
• including the impact of any non-vestingconditions (e.g. the requirement foremployees to save or holdings sharesfor a specific period of time).
The total expense is recognized over thevesting period, which is the period over whichall of the specified vesting conditions are tobe satisfied. At the end of each period, theentity revises its estimates of the numberof options that are expected to vest basedon the non-market vesting and serviceconditions. It recognizes the impact ofthe revision to original estimates, if any,in profit or loss, with a correspondingadjustment to equity.
Where shares are forfeited due to a failure bythe employee to satisfy the service conditions,any expenses previously recognized inrelation to such shares are reversed effectivefrom the date of the forfeiture.
Refer note 2A (xiii) in material accountingpolicies above relevant to Employee benefits.
xviii. Cash dividend and non-cash distribution
The Company recognizes a liability to make cashor non-cash distributions to equity holders of theCompany when the distribution is no longer atthe discretion of the Company. As per the Act, adistribution is authorized when it is approved bythe shareholders in case of final dividend and bythe Board of Directors in case of interim dividend.A corresponding amount is recognized directly inequity.
xix. Earnings per share
(a) Basic earnings per share
Basic earnings per share is calculated bydividing:
• the profit attributable to owners of theCompany
• by the weighted average number ofordinary shares outstanding duringthe financial year, adjusted for bonuselements in ordinary shares issuedduring the year.
(b) Diluted earnings per share
Diluted earnings per share adjusts the figuresused in the determination of basic earningsper share to take into account:
• t he after income tax effect of interestand other financing costs associatedwith dilutive potential ordinary shares,and
• the weighted average number ofadditional ordinary shares that wouldhave been outstanding assuming theconversion of all dilutive potentialordinary shares.
xx. Cash flow statement
Cash flows are reported using the indirectmethod, whereby profit before tax is adjusted forthe effects of transactions of non-cash natureand any deferrals or accruals of past or futurecash receipts or payments. The cash flows fromoperating, investing and financing activities of theCompany are segregated based on the availableinformation.
xxi. Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issueof new shares or options are shown in equity as adeduction, net of tax, from the proceeds.
xxii. Operating cycle
Based on the nature of products/activities ofthe Company and the normal time betweenacquisition of assets and their realization in cashor cash equivalents, the Company has determinedits operating cycle as 12 months for the purposeof classification of its assets and liabilities ascurrent and non-current.
xxiii. Exceptional Item
Exceptional item include income or expense thatare considered to be part of ordinary activities,however, are of such significance and naturethat separate disclosure enables the user of thefinancial statements to understand the impactin a more meaningful manner. Exceptional itemsare identified by virtue of either their size or natureso as to facilitate comparison with prior periodsand to assess underlying trends in the financialperformance of the Company.
xxiv. Rounding of amounts
All amounts disclosed in the financial statementsand notes have been rounded off to the nearestcrores as per the requirement of Schedule III,unless otherwise stated.
(iii) Leasing arrangements
(a) Operating leases
The Company has given certain investment properties on operating lease. These lease arrangements range fora period between eleven to sixty months and include both cancellable and non-cancellable leases. Most of theleases are renewable for further period on mutually agreeable terms. With respect to non-cancellable operatingleases, the future minimum lease receipts as at Balance Sheet date are as under:
Estimation of fair value:
The fair valuation is based on current prices in the active market for similar properties. The main inputs usedare quantum, area, location, demand, rental growth rates, expected vacancy rates, terminal yields and discountrates. All resulting fair value estimates for investment properties are included in level 3. The Company obtainsindependent valuations from registered valuers for its investment properties annually.
(v) The Company is in the process of getting expired lease renewed in respect of the Lower Parel land with grossand net book value of ' 0.08 Lakhs (March 31,2025: ' 0.08 Lakhs).
*** 13,50,000 (March 31,2025: 13,50,000) equity shares of Ibiza Industries Limited have been pledged for loans / deposit taken by theCompany / other companies. 9,50,000 (March 31,2025: 9,50,000) equity shares not available for physical verification / confirmationnot available; currently under liquidation.
# 2,050 (March 31, 2025: 2,050) nos.- Not available for physical verification.
## Not available for physical verification / confirmation not available; currently under liquidation.
### The Company has investments in equity shares of co-operative banks at face value, required as per the bye-laws of theseinstitutions in order to take borrowings from such co-operative banks. The investments are non transferable and will be boughtback by the co-operative banks at face value upon the termination of the relationship. These investments are with dividend rights.
(2) Terms and rights attached to equity shares:
The Company has issued only one class of equity shares having a par value of ' 2/- per share (March 31,2025:' 2/- per share). Every holder of equity shares is entitled to one vote per share held. The Company declares andpays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of theshareholders at the Annual General Meeting except for interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remainingassets of the Company, after distribution of all preferential amounts in proportion to their shareholding.
(5) Aggregate number of shares issued for consideration other than cash:
(i) There have been no shares allotted as fully paid up pursuant to contract without payment being received incash or allotted as fully paid up by way of bonus shares or bought back, for the period of five years immediatelypreceding the date as at which the Standalone Balance Sheet is prepared.
(ii) Shares reserved for issue under options:
Information relating to Mafatlal Industries Limited Employee share option scheme, including details of optionsissued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period,is set out in Note 38.
“Current loans against properties from a bank aggregating to ' 11.01 (March 31, 2025: ' 15.37) is secured bypari-passu charge on Land and Building of the Company at Nadiad measuring 3,66,392 sq. mtr (March 31,2025: 3,66,392 sq. mtr)which is repayable on demand and carry an interest in the range of 9.40% p.a. to 10.00% p.a. (March 31,2025: 10.00% p.a. to 10.25%p.a).
‘Working Capital loans from banks aggregating to ' NIL (March 31, 2025: ' 6.99) are secured by first pari-passu charge on certainstocks and book debts, both present and future, of the Company, charge on certain property, pledge of 60,69,584 (March 31,2025:47,24,454) equity shares of NOCIL Limited held by the Company. The working capital loans were repayable on demand and carry aninterest in the range of 8.55% p.a. to 10.00% p.a. (March 31,2025: 9.65% p.a. to 10.25% p.a).
‘‘‘Working Capital loan from bank aggregating to ' 3.00 (March 31, 2025: ' NIL) is unsecured.
For Liquidity risk information, refer Note 39.
Refer Note 48(b) for net debt reconciliation.
Note:
a. During the year ended March 31,2025, the Company entered into a Memorandum of Understanding (MOU) withthe Workers’ Union at its Nadiad location to reduce its workforce and accordingly recognized expenses towardscompensation payable as full and final settlement to its certain workers who accepted the offer and disclosedthe same as an exceptional item. The aforesaid MOU with the Workers’ Union at Nadiad location is no longereffective for the remaining workers to opt for the offer.
b. Pursuant to the notification issued by the Ministry of Labour and Employment, multiple existing labourlegislations have been consolidated into a unified framework comprising four Labour Codes, collectivelyreferred to as the 'New Labour Codes’ which became effective from November 21, 2025. The Company hasreassessed its employee benefit obligations in accordance with the revised definition of wages. Accordingly, anestimated incremental liability on gratuity provision has been recognized as an "Exceptional Item" during theyear ended March 31,2026. The Company is monitoring updates on the rules and clarifications by State and/orCentral Government authorities in relation to the New Labour Codes and impact of those will be evaluated andaccounted for in the period in which they are notified.
36(c) - The Taxation Laws (Amendment) Ordinance, 2019 ('ordinance') introduced section 115BAA of the Income-taxAct, 1961 which allowed domestic Companies to opt for an alternative tax regime from financial year 2019-20. As perthe said tax regime, Companies are allowed to pay reduced income tax @ 22% (plus surcharge and cess) subject toforegoing of certain exemptions / deductions which were allowed earlier. Pursuant to the aforesaid amendment, theCompany, has opted for lower rate of tax with effect from financial year ended March 31,2023.
36(d) - No aggregate amounts of current and deferred tax have arisen in the reporting periods which have beenrecognized in Equity and not in Standalone Statement of Profit and Loss or Other Comprehensive Income.
Note 37 - Fair value measurements
(i) Financial Instruments by category and hierarchy
The fair values of the financial assets and liabilities are included at the amount at which the instrument could beexchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
- Fair value of cash and bank balances, trade receivables, current loans, trade payables, current borrowingsand other current financial assets and liabilities approximate their carrying amounts largely due to shortterm maturities of these instruments.
- Financial instruments with fixed and variable interest rates are evaluated by the Company based onparameters such as interest rates and individual credit worthiness of the counterparty. Based on thisevaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair valueof such instruments is not materially different from their carrying amounts.
- The interest rate on term deposits is at the prevailing market rates. Accordingly, fair value of such instrumentis not materially different from their carrying amounts.
- The interest rate on borrowing is at the prevailing market rates. Accordingly, fair value of such instrumentsis not materially different from their carrying amounts.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fairvalues.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instrumentsby valuation technique:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined usingvaluation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument isincluded in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument isincluded in level 3. This is the case for unlisted equity securities, contingent consideration and indemnificationasset included in level 3.
(iii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices for quoted shares.
- the fair value of the other unquoted equity investments is mainly pertaining to investments in co-operativebanks which are carried at amortized cost and the carrying amounts are equal to the fair values.
Note 38 - Share Based Payments(a) Employee option plan
(i) The Mafatlal Employee Stock Option Scheme 2017 ('ESOS 2017') of Mafatlal Industries Limited wasapproved by the Board of Directors of the Company at their meeting held on May 05, 2017 and finalizedon August 10, 2017. At the Annual General Meeting held on August 02, 2017, the shareholders approvedthe creation of employee stock option pool of 6,95,000 equity shares of face value of ' 10/- each fullypaid up (before giving effect of sub-division) on such terms and such manner as the Board may decide inaccordance with the provisions of applicable law and ESOS 2017.
The Company has implemented ESOS 2017 with a view to attract and retain key talents working with theCompany by way of rewarding their performance and motivate them to contribute to the overall corporategrowth and profitability. The Nomination and Remuneration Committee ('NRC') administers ESOS 2017,in compliance with the provisions of the Securities and Exchange Board of India (Share Based benefits)Regulations, 2014 and amendments thereof from time to time.
(ii) During the financial year 2017-18, the NRC in its meeting held on November 10, 2017 has granted 1,38,000options (before giving effect of sub-division) with a progressive vesting to certain senior managementemployees under the ESOS 2017 and the vesting of options will be @15% on 1st anniversary, 20% on2nd anniversary, 30% on 3rd anniversary and remaining 35% on 4th anniversary of the grant date. Once vested,the options remain exercisable for a period of four years.
(iii) During the financial year 2019-20, the NRC in its meeting held on August 01, 2019 has granted 3,18,000options (before giving effect of sub-division) to certain management cadre employees of the Companyunder the ESOS 2017. The options granted vest after completion of one year from the date of grant i.e.August 01,2020 and the vested options are exercisable for a period of four years after vesting.
(iv) During the financial year 2022-23, the NRC in its meeting held on May 28, 2022 has granted 3,20,000options (before giving effect of sub-division) to certain management cadre employees of the Companyunder the ESOS 2017. The options granted vest after completion of one year from the date of grant i.e. May28, 2023 and the vested options are exercisable for a period of four years after vesting.
(v) Options are granted under the plan for no consideration and carry no dividend or voting rights until theyare exercised. When exercisable, each option is convertible into one equity share. The exercise price of theoptions is fair market price of the share as on date of grant of options.
(vi) The options granted and number of shares mentioned are proportionately increased in accordancesub-division of equity shares effective from November 25, 2022. Disclosures have been made after givingeffect to the sub-division of equity shares.
(vii) During the financial year 2024-25, the NRC in its meeting held on May 27, 2024 has granted 3,55,000options (after giving effect of sub-division) to certain management cadre employees of the Company underthe ESOS 2017. The options granted vest after completion of one year from the date of grant i.e. May 27,2024 and the vested options are exercisable for a period of four years after vesting.
Note: The earlier exercise price of the options granted on November 10, 2017, August 01, 2019 and May 28, 2022were ' 322.70 per option, ' 78.65 per option and ' 181.00 per option respectively. The exercise price of these optionshas been reduced [See Note 38(a)(vi) above].
(c) The weighted average share price at the dates of exercise of the options exercised during the year endedMarch 31,2026 was ' 161.33 per share (March 31,2025: ' 131.80 per share).
Note 39 - Financial risk management
The Company’s business activities exposes it to a variety of financial risks, namely liquidity risk, market risk andcredit risk. The Company’s senior management and key management personnel have the ultimate responsibility formanaging these risks. The Company has a mechanism to identify and analyse the risks faced by the Company, toset appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies andsystems are reviewed regularly to reflect changes in market conditions and the Company’s activities.
The Company’s senior management and key management personnel are supported by the finance team andrespective business divisions that provides assurance that the Company’s financial risk activities are governed byappropriate policies and procedures and that financial risks are identified, measured and managed in accordancewith the Company’s policies and risk objectives. The activities are designed to protect the Company’s financial resultsand position from financial risks; and maintain market risks within acceptable parameters, while optimising returns.
(A) Management of liquidity risk
The principal sources of liquidity of the Company are cash and cash equivalents, borrowings and the cashflow that is generated from operations. The Company believes that current cash and cash equivalents, tiedup borrowing lines and cash flow that is generated from operations is sufficient to meet requirements. The
Company is cognizant of reputational risk that are associated with the liquidity risk and such risk is factoredinto the overall business strategy. Due to the dynamic nature of the underlying businesses, finance departmentmaintains flexibility in funding by having availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowingfacilities below) and cash and cash equivalents on the basis of expected cash flows.
(B) Management of market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change inthe price of a financial instrument.
The size and operations of the Company result in it being exposed to the price risk, interest rate risk and foreignexchange risk that arise from its use of financial instruments.
The above risks may affect income and expenses, or the value of the financial instruments of the Company.The objective of the Management of the Company for market risk is to maintain this risk within acceptableparameters, while optimising returns. The Company’s exposure to and the management of these risks isexplained below:
i) Price risk
The Company is mainly exposed to the price risk due to its investments in equity instruments. The price riskarises due to uncertainities about the future market values of these investments.
Equity price risk is related to the change in market reference price of the investments in equity securities. Ingeneral, these securities are not held for trading purposes. These investments are subject to changes in themarket price of securities.
Any new investment or divestment must be approved by the Board of Directors and Chief Financial Officer.
a) Price risk sensitivity analysis
As an estimation of the approximate impact of price risk, with respect to investments in equity instruments,the Company has calculated the impact as follows:
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 rates. The Company’s exposure to risk of changes in market interest rate is limitedto borrowings which bear floating interest rate.
The Company’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interestrate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuatebecause of a change in market interest rates.
The Company manages interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. Asat March 31,2026, approximately 34.99% of the Company’s borrowings is at variable rate of interest (March 31,2025: 52.66%).
The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period is asfollows:
b) Interest rate sensitivity
The exposure of the Company’s borrowings to interest rate changes at the end of the reporting period areincluded in the table below. As at the end of the reporting period, the Company had the following exposure onvariable rate borrowings outstanding. Sensitivity is calculated based on the assumption that amount outstandingas at reporting dates were utilized for the whole financial year:
iii) Foreign exchange risk
The Company has international operations and is exposed to foreign exchange risk arising from foreign currencytransactions. Foreign exchange risk arises from future commercial transactions and recognized financial assetsand liabilities denominated in a currency that is not the functional currency (?) of the Company. The risk alsoincludes highly probable foreign currency cash flows.
The Company is exposed to foreign exchange risk arising from various currency exposures, primarily withrespect to USD.
a) Foreign currency risk exposure
The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise aregiven below:
b) Foreign currency sensitivity
5% is the sensitivity rate used when reporting foreign currency risk and represents management’s assessmentof the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstandingunhedged foreign currency denominated monetary items and adjusts their translation at the period end for a5% change in foreign currency rates. The following table demonstrate the sensitivity to a reasonably possiblechange in exchange rates, with all other variables held constant. The impact on the Company’s profit before tax,due to changes in the fair value of monetary assets and liabilities, is as follows:
The Company is exposed to credit risk from its operating activities which primarily includes trade receivables,security deposits, cash and cash equivalents, deposit with banks and other bank balances. Management has acredit policy in place and the exposure to credit risk is monitored on an ongoing basis.
Cash and cash equivalents, deposit with banks and other bank balances
Credit risk related to cash and cash equivalent, deposit with banks and other bank balances is managed bydealing with highly rated banks. Management does not expect any losses from non-performance by thesecounterparties and the risk of default is negligible or nil.
Other financial assets
Other financial assets measured at amortized cost includes security deposits and other receivables. Credit riskrelated to these assets are managed by monitoring the recoverability of such amounts continuously, while at thesame time the internal control system in place ensures that amounts are within defined limits. The Companyevaluates 12 months expected credit losses for all the financial assets (other than trade receivable) for whichcredit risk has not increased. In case credit risk has increased significantly, the Company considers lifetimeexpected credit losses for the purpose of provisioning (loss allowance).
Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing toengage in a repayment plan with the Company. Where loans or receivables have been written off, the Companycontinues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries aremade, these are recognized as income in the Standalone Statement of Profit and Loss.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the customer base being large,diverse and across sectors and countries. All trade receivables are reviewed and assessed for default on aquarterly basis.
The Company considers the probability of default upon initial recognition of asset and whether there has beena significant increase in credit risk on an ongoing basis through each reporting period. To assess whether thereis a significant increase in credit risk, the Company compares the risk of default occurring on asset as at thereporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportiveforwarding-looking information.
The Company’s assessment is that credit risk in relation to sales made to government customers orsub-contractors to government is extremely low as the probability of default is insignificant; therefore theprovision for expected credit losses (ECL) is immaterial in respect of receivables from these customers.
For all non-government customers, the Company has used a practical expedient by computing the expectedcredit loss allowance for trade receivables based on a provision matrix by taking into consideration paymentprofiles over a period of 36 months before the reporting date and the corresponding historical credit lossexperience within this period. The historical loss rates are adjusted to reflect the current and forward lookinginformation on macro economic factors affecting the ability of customers to settle receivables. The expectedcredit loss is based on aging of days, the receivables due and the expected credit loss rate. Further, the Companyhas assessed credit risk on an individual basis in respect of certain customers in case of event driven situationsuch as litigations, disputes, change in customer’s credit risk history, specific provision are made after evaluatingthe relevant facts and expected recovery.
Note 40 - Capital Management
The Company's objectives when managing capital are to:
- safeguard Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for otherstakeholders; and
- maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, returncapital to shareholders, issue new shares or sell assets to reduce debt. For achieving this, the requirement of capital is reviewedperiodically with reference to operating and business plans. Apart from internal accrual, sourcing of capital is done through ajudicious combination of equity and borrowing, both short term and long term. Debt (total borrowings lease liabilities) to equityratio is used to monitor capital.
Loan Covenants
Under the terms of borrowing facilities, the Company is required to comply with the following covenants:
(i) Financial covenants:
• Total liabilities to net worth (total equity) below 3,
• Interest service coverage ratio above 2,
• Debt service coverage ratio above 1.25,
• Debt to EBITDA ratio below 2.
(ii) Non financial covenants:
• The Company to take prior written 'No Objection Certificate (NOC)' from the bank for the following:a) In case of dilution of shareholding in NOCIL Limited below 10%.
As at March 31,2026 and as at March 31,2025, the Company has complied with the applicable covenants on the outstandingexposure.
(i) Compensated Absences
The employees of the Company are entitled to compensated absences as per the policy of the Company. Theentire amount of the provision of compensated absences is presented as current, since the Company doesnot have an unconditional right to defer settlement for the obligation. However, based on past experience, theCompany does not expect all employees to take the full amount of accrued leave or require payment within thenext 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next12 months.
(ii) Post employment obligations
(a) Defined Contribution Plans:
The Company contributes towards Employees State Insurance Scheme, Family Pension Fund, SuperannuationFund and Provident Fund for certain employees. The contributions are normally based on a certain proportion ofthe employee's salary. During the year, the Company has recognized contribution to these funds aggregating to' 4.14 (March 31,2025: ' 4.00) (Refer Note 31).
(b) Defined Benefit Plans:Gratuity
The Company provides for gratuity as per the Company's scheme or applicable Act/Rules (last drawn basicsalary per month computed proportionately for 15 days multiplied by number of years of service) whichever ismore beneficial to the employees. As per the Company’s scheme, the amount of gratuity payable on retirement /termination is payable to the employees based on last drawn basic salary per month computed proportionatelyfor 30 / 15 / 30 days (for number of years of service tenure of less than 15 years, more than 15 years but lessthan 30 years and more than 30 years, respectively). The benefits vest after five years of continuous service. TheCompany has established Fund to which the Company makes contribution for the employees. The Companydoes not fully fund the liability and maintains a target level of funding to be maintained over a period of timebased on estimations of expected gratuity payments.
The charge on account of provision for gratuity has been included in 'Employee Benefits Expense’ in theStandalone Statement of Profit and Loss except remeasurements i.e. actuarial gains and losses and the returnon plan assets, excluding amounts included in the net interest expense on the net defined benefit liability whichare recognized in other comprehensive income.
Provident fund
In respect of certain employees, provident fund contributions are made to a separately administered trust. Suchcontribution to the provident fund are charged to the Standalone Statement of Profit and Loss. In case of anyliability arising due to shortfall between the return from its investments and the guaranteed specified interestrate, the same is provided for by the Company. The actuary has provided an actuarial valuation and the interestshortfall liability, if any, has been provided in the books of accounts after considering the assets available withthe provident fund trust.
(iv) Risk Exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of whichare detailed below:
Demographic Risk: This is the risk of variability of results due to unsystematic nature of decrements that includemortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligationis not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a shortcareer employee typically costs less per year as compared to a long service employee.
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if planassets underperform this yield, this will create a deficit.
Salary Inflation Risk: Higher than expected increases in salary will increase the defined benefit obligation.
Interest-Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds.If bond yields fall, the defined benefit obligation will tend to increase.
(v) Defined Benefit Liability and Employer Contributions
Expected contributions to post-employment benefit plans for the year ending March 31,2027 are ' 3.27The weighted average duration of the defined benefit obligation is 8 years (March 31,2025: 8 years).
The expected maturity analysis of undiscounted gratuity is as follows:
(a) The Company is a lessee in respect of the land on which Mafatlal Centre and Mafatlal Chambers is erected. Inthis regard:
In case of Mafatlal Centre:
A demand for ' NIL (March 31, 2025: ' 26.97) for the period 2008-10 was raised by BrihanmumbaiMahanagarpalika ('BMC') towards property taxes in respect of the properties owned by various owners for therespective floors with respect to increase in ratable value of Municipal taxes. The demand had been challengedby owners of various floors and during the financial year ended March 31, 2024, the concerned adjudicating
authority set aside the aforesaid demand which was challenged and revised the demand to ' 11.20, which wassubsequently paid by the owners of the respective floors. During the year ended March 31,2025, the Companyhas received the No Due Certificate with respect to these dues.
In case of Mafatlal Chambers:
A demand for ' NIL (March 31,2025: ' 7.93) for the period 2000-05 has been raised by BMC towards propertytaxes in respect of the properties owned by the Company at the relevant time. The said demand has beendisputed by the Company. As per the directions given by the Honourable Bombay High Court, the matter washeard by BMC in the pervious year and the said demand was struck off in full. During the financial year, theCompany has received the No Due Certificate with respect to these dues.
(b) It is not practicable for the Company to estimate the timing of cash flows, if any, in respect of the above pendingresolution of the respective proceedings. The aforementioned amounts under disputes are as per the demandsfrom various authorities for the respective periods and has not been adjusted to include further interest andpenalty leviable, if any.
(c) The Company does not expect any reimbursement in respect of the above contingent liabilities.
(d) The Company believes that the ultimate outcome of these proceedings will not have a material adverse effecton the Company’s financial position and results of operations.
(e) Contingent liability relating to determination of provident fund liability, based on judgement from Hon’bleSupreme Court, is not determinable at present for the period prior to March, 2019, due to uncertainty of theimpact of the judgement in the absence of further clarification relating to applicability. The Company has paidProvident Fund to employees as applicable with effect from March 2019. The Company will continue to assessany further developments in this matter for its implication on the financial statements, if any.
Note 45 - Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief OperatingDecision Maker ("CODM") of the Company. The CODM consists of Chairman and Managing Director who areresponsible for allocating resources and assessing performance of the operating segments.
The Company has identified and reported the following business segments:
a) Textile and related products
b) Digital infrastructure
c) Consumer durables and othersSegment revenue, expenses and results:
The revenue and expenses which are directly attributable to any business segment are reported under each reportablesegment. The revenue and expenses which are not directly attributable to any business segment are shown asunallocable expenditure (net of unallocable income, including income from investments and investment properties).
Segment Assets and Liabilities:
Segment assets include all operating assets used by the operating segment and mainly consist of property, plantand equipment, trade receivables, inventories and other operating assets. Segment liabilities primarily includes tradepayable and other liabilities. Common assets and liabilities which can not be allocated to any of the business segmentare shown as unallocable assets / liabilities.
Note - Information concerning the classification of securities:
Options granted to employees under the Mafatlal Employee Stock Option Scheme 2017 ('ESOS 2017') are consideredto be potential equity shares. They have been included in the determination of diluted earnings per share to the extentto which they are dilutive. The options have not been included in the determination of basic earnings per share.Details relating to the options are set out in Note 38.
Note 47 - Government Grants
Export Promotion Capital Goods (EPCG): This scheme allows import of certain capital goods including spares atconcessional duty subject to an export obligation for the duty saved on such capital goods. The duty saved on capitalgoods imported under EPCG scheme being Government Grant, is accounted as a Capital Grant as stated in theaccounting policy on Government Grants [Refer note 2(B)(iii)].
Technology Upgradation Fund Scheme (TUFS): The Company is entitled to subsidy, on its investment in the property,plant and equipment, on fulfilment of the conditions stated in the Scheme.
Note - 49
(a) (i) On September 11,2024 the Board of Directors of the Company approved a strategic investment of ' 0.60 in
Pieflowtech Solutions Private Limited (PSPL), a Subsidiary company representing 60% of the paid-up sharecapital of PSPL.
(ii) On July 19, 2025 the Board of Directors of the Company approved a strategic investment of ' 0.51 inMafatlal Apparel Exports Private Limited (MAEPL), a Subsidiary company representing 51% of the paid-upshare capital of MAEPL.
(b) The Board of Directors of the Company at its meeting held on November 14, 2022, approved the scheme ofreduction and reorganization of capital ('Scheme') pursuant to the provisions of Section 230 and other applicableprovisions of the Companies Act, 2013 which was also subsequently approved by the shareholders and creditorsof the Company with Appointed Date as mentioned in the Scheme as April 01,2022. The National Company Law
Tribunal, Ahmedabad ('NCLT'), vide its order dated April 29, 2024 (the 'NCLT order’) had approved the Schemewith the Appointed Date / Effective Date as March 31, 2024, in respect of which the Company had filed aninterlocutory application on May 06, 2024 seeking modification with a plea to reinstate the Appointed date asApril 01,2022, in accordance with the Scheme filed on October 10, 2023. Accordingly, no accounting effect wasgiven in the financial statements for the financial year ended March 31,2024, which was further supported by alegal opinion obtained by the Company. The aforesaid interlocutory application was heard by the NCLT on June13, 2024, where the Company additionally filed further application seeking change in Appointed Date to March31,2023. The NCLT vide its order dated June 27, 2024, allowed Appointed date as March 31,2023. Accordingly,the Company has given the accounting effect to the reserves and surplus balances during the financial yearended March 31,2025. (Refer Note 17)
Note - 50
(i) As legally advised, the Company has not recognized as income recovery of rent and other charges of ' 0.84 uptoMarch 31,2026 (' 0.84 upto March 31,2025) pending final resolution of legal dispute with certain ex-tenants ofa property in South Mumbai. At present, the legal dispute is pending with the Hon'ble Bombay High Court. A sumof ' 5.78 and ' 2.84 was (towards interest accrued) withdrawn by the Company in accordance with the Orderspassed by the Hon’ble High Court of Bombay on the Civil Revision Applications filed by the ex-tenants and thesaid amount of ' 5.78 and ' 2.84 has been included in other non-current financial liabilities (Refer Note 19).
(ii) In an earlier year, the Company had sold part of its leasehold land at its Mazgaon unit. During prior years, theCompany has surrendered the remaining leasehold land (reserved portion admeasuring about 27,287.82 squaremeters) to Municipal Corporation of Greater Mumbai for the purpose of extension of V.J.B. Udyan. The Companyis also required to recommence the spinning activity of 10,000 spindles and the developer is required to constructand handover the same to the Company in accordance with the development laws, regulations and notification,this matter is subjudice.
(iii) Pursuant to the demerger of the Real Estate and Investment Business to Sulakshana Securities Limited (SSL)in 2002, the shareholders of the Company are to be issued one equity share of ' 10/- each (before giving effectof sub-division), fully paid-up, in SSL for every 500 shares of ' 100/- each, fully paid-up, held in the Company asconsideration for the demerger, aggregating to ' 0.01. As the shareholders of the Company would be entitled toreceive only fractional shares of SSL, the rehabilitation scheme sanctioned by Board for Industrial and FinancialReconstruction (BIFR) envisages that these shares would be acquired by Navin Fluorine International Limited(NFIL) and the shareholders of the Company would receive proportionate payment in consideration thereof. TheCompany has received the said amount of ' 0.01 from NFIL on behalf of the shareholders, which is pendingdisbursement upon completion of formalities.
Note 53 - Additional regulatory information required by Schedule III
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property underthe Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or anygovernment authority.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act,1956.
(iv) Compliance with approved scheme(s) of arrangements
Refer Note 49(b)
(v) Valuation of Property, plant and equipment, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangibleassets during the current or previous year.
(vi) Utilization of borrowed funds and share premium
The Company has not advanced or loaned or invested funds to any person or 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 or onbehalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person or entity, including foreign entities (Funding Party) withthe 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 or onbehalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(vii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessmentsunder the Income Tax Act, 1961, that has not been recorded in the books of account.
(viii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previousyear.
(ix) Utilization of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for thepurposes for which such loans were taken.
(x) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with theCompanies (Restriction on number of layers) Rules, 2017.
(xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond thestatutory period.
(xii) Borrowing secured against current assets
The Company has borrowings from banks on the basis of security of current assets. The quarterly returns orstatements of current assets filed by the Company with banks and financial institutions are in agreement withthe books of accounts.
Note 54 - Events occurring after reporting period
Refer Note 17(a) for the final dividend recommended by the Board of Directors which is subject to the approval ofshareholders in the ensuing annual general meeting.
Note 55 - The Standalone Financial Statements were authorized for issue by the Board of Directors on May 05, 2026.
The accompanying notes are an integral part of these standalone financial statements.