Provisions are recognized when the Companyhas a present legal or constructive obligationas a result of past events, it is probable that anoutflow of resources will be required to settlethe obligation and the amount can be reliablyestimated. Provisions are not recognized forfuture operating losses.
Provisions are measured at the present value ofmanagement's best estimate of the expenditurerequired to settle the present obligation at theend of the reporting period. The discount rateused to determine the present value is a pre-taxrate that reflects current market assessments ofthe time value of money and the risks specificto the liability.
Contingent liabilities are disclosed in respect ofpossible obligations that arise from past events
but their existence will be confirmed by theoccurrence or non-occurrence of one or moreuncertain future events not wholly within thecontrol of the Company or where any presentobligation cannot be measured in terms offuture outflow of resources or where a reliableestimate of the obligation cannot be made.The Company does not recognize a contingentliability but discloses its existence in the financialstatements unless the probability of outflow ofresource is remote.
Provisions and contingent liabilities are reviewedat each balance sheet date.
(i) Short-term obligations
Liabilities for wages and salaries, includingnon-monetary benefits, that are expected tobe settled wholly within 12 months after theend 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.
(ii) Other long-term employee benefit
The liabilities for earned leave, that arenot expected to be settled wholly within 12months, are measured as the present valueof expected future payments to be made inrespect of services provided by employeesup to the end of the reporting periodusing the projected unit credit method.The benefits are discounted using the marketyields at the end of the reporting periodon Government bonds 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.
(iii) Post-employment obligations
The Company operates the followingpost-employment schemes:
(a) defined benefit plans suchas gratuity; and
(b) defined contribution plans such asprovident fund, family pension fund andemployee's state insurance
(a) Gratuity obligations
The liability or asset recognisedin the balance sheet in respectof defined benefit gratuity plan isthe present value of the definedbenefit obligation at the end ofthe reporting period. The definedbenefit obligation is calculatedannually by independent actuaryusing the projected unit creditmethod. The present value ofthe defined benefit obligation isdetermined by discounting theestimated future cash outflowsby reference to market yields atthe end of the reporting periodon Government bonds that haveterms approximating to the termsof the related obligation.
The net interest cost is calculatedby applying the discount rate to thenet balance of the defined benefitobligation. This cost is included inemployee benefits expenses in thestatement of profit and loss.
Re-measurement gains andlosses arising from experienceadjustments and changesin actuarial assumptions arerecognised in the period in whichthey occur, directly in othercomprehensive income. They areincluded in retained earnings inthe statement of changes in equityand in the balance sheet.
(b) Defined contribution plansDefined contribution plans suchas contributions to providentfund, family pension fund and
employee's state insurance aremade to the funds administered bythe Government of India, and arerecognized as an expense whenemployees have rendered serviceentitling them to the contributions.
(iv) Employee share based payments
The Company operates equity settledshare-based plan for the employees(referred to as employee stock optionscheme (ESOS). ESOS granted to theemployees are measured at fair valueof the stock options at the grant date.Such fair value of the equity settled sharebased payments is expensed on a straightline basis over the vesting period, basedon the Company's estimate of equityshares that will eventually vest, with acorresponding increase in other equity(share based payment reserve). At the endof each reporting period, Company revisesits estimate of number of equity sharesexpected to vest. The impact of the revisionof the original estimates, if any, is recognizedin the Statement of profit and loss such thatcumulative expense reflects the revisionestimate, with a corresponding adjustmentto the share based payment reserve.
The fair value of employee stock options ismeasured using the Black-Scholes model.Measurement inputs include share priceon grant date, exercise price of the option,expected volatility (based on weightedaverage historical volatility), expectedlife of the options, expected dividendsand the risk free interest rate (based ongovernment bonds).
For the purpose of presentation in the statementof cash flows, cash and cash equivalents includescash at banks and on hand, bank overdrafts andshort-term deposits with an original maturitiesof three months or less, which are subject to aninsignificant risk of changes in value.
A subsidiary is an entity controlledby the Company.
Non-current investment in equity shares ofsubsidiaries is recognized at cost, unless thereare indications of a permanent diminutionin the value of investment, as per Ind AS 27.The cost comprises price paid to acquireinvestment and directly attributable cost.Non-current investments in preference sharesand compulsory convertible debentures ofsubsidiaries is recognized at fair value throughprofit and loss.
A joint venture is a type of joint arrangementwhereby the parties that have joint control of thearrangement have rights to the net assets of thejoint venture. Joint control is the contractuallyagreed sharing of control of an arrangement,which exists only when decisions about therelevant activities require unanimous consentof the parties sharing control. An associateis an entity over which the Company hassignificant influence.
The investment in joint ventures and associatesare carried at cost. The cost comprises pricepaid to acquire investment and directlyattributable cost.
A financial instrument is any contract thatgives rise to a financial asset of one entityand a financial liability or equity instrument ofanother entity.
(i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initialrecognition, as subsequently measuredat amortized cost, fair value through othercomprehensive income (OCI), and fair valuethrough profit or loss.
In order for a financial asset to be classifiedand measured at amortized cost or fairvalue through OCI, it needs to give rise tocash flows that are 'solely payments ofprincipal and interest (SPPI)' on the principalamount outstanding. This assessment isreferred to as the SPPI test and is performedat an instrument level. Financial assets withcash flows that are not SPPI are classifiedand measured at fair value through profit orloss, irrespective of the business model.
All financial assets are recognized initially atfair value plus, in the case of financial assetsnot recorded at fair value through profit orloss, transaction costs that are attributableto the acquisition of the financial asset.Transaction costs of financial assets carriedat fair value through profit or loss areexpensed to statement of profit and loss.Purchases or sales of financial assets thatrequire delivery of assets within a time frameestablished by regulation or conventionin the marketplace (regular way trades)are recognized on the trade date, i.e., thedate on which the Company commits topurchase or sell the asset.
Subsequent measurement of financialassets depends on the Company's businessmodel for managing the asset and the cashflow characteristics of the asset. For thepurposes of subsequent measurement,financial assets are classified infour categories:
- Financial assets at amortized cost(debt instruments)
- Financial assets at fair value throughother comprehensive income (FVTOCI)with recycling of cumulative gains andlosses (debt instruments)
- Financial assets designated at fairvalue through OCI with no recycling
of cumulative gains and losses uponderecognition (equity instruments); and
- Financial assets at fair valuethrough profit or loss
A 'financial asset' is measured at theamortized cost if both the followingconditions are met:
a) The asset is held within a business modelwhose objective is to hold assets forcollecting contractual cash flows, and
b) Contractual terms of the asset giverise on specified dates to cash flowsthat are solely payments of principaland interest (SPPI) on the principalamount outstanding.
After initial measurement, suchfinancial assets are subsequentlymeasured at amortized cost using theeffective interest rate (EIR) method.Amortized cost is calculated bytaking into account any discount orpremium on acquisition and fees orcosts that are an integral part of theEIR. The EIR amortization is includedin finance income in the statementof profit and loss. The losses arisingfrom impairment are recognized in thestatement of profit and loss.
A 'financial asset' is classified as at the FVTOCIif both of the following criteria are met:
a) The objective of the business modelis achieved both by collectingcontractual cash flows and selling thefinancial assets, and
b) The asset's contractual cash flowsrepresent SPPI.
Debt instruments included within theFVTOCI category are measured initiallyas well as at each reporting date atfair value. Fair value movements arerecognized in the other comprehensiveincome (OCI). However, the Companyrecognizes interest income, impairmentlosses & reversals and foreign exchangegain or loss in the statement of profitand loss. On derecognition of the asset,cumulative gain or loss previouslyrecognized in OCI is reclassified fromthe equity to the statement of profitand loss. Interest earned whilst holdingFVTOCI debt instrument is reported asinterest income using the EIR method.
Financial assets designated at fair valuethrough OCI (equity instruments)
In the case of equity instruments whichare not held for trading and where theCompany has taken irrevocable electionto present the subsequent changes in fairvalue in other comprehensive income, theseelected investments are initially measuredat fair value plus transaction costs andsubsequently, they are measured at fairvalue with gains and losses arising fromchanges in fair value recognized in othercomprehensive income and accumulatedin the 'Equity instruments through othercomprehensive income' under the head'Other Equity'. The cumulative gain orloss is not reclassified to profit or loss ondisposal of the investments. The Companymakes such election on an instrument -by¬instrument basis.
If the Company decides to classify anequity instrument as at FVTOCI, then allfair value changes on the instrument,excluding dividends, are recognized in theOCI. There is no recycling of the amountsfrom OCI to statement of profit and loss,even on sale of investment. However, the
Company may transfer the cumulative gainor loss within equity.
Dividends are recognized as other incomein the statement of profit and loss whenthe right of payment has been established,except when the Company benefits fromsuch proceeds as a recovery of part of thecost of the financial asset, in which case, suchgains are recorded in OCI. Equity instrumentsdesignated at fair value through OCI are notsubject to impairment assessment.
• it has been acquired principally for thepurpose of selling it in the near term; or
• on initial recognition it is part of a portfolioof identified financial instrumentsthat the Company manages togetherand has a recent actual pattern ofshort-term profit-taking; or
• i t is a derivative that is not designatedand effective as a hedging instrumentor a financial guarantee.
Financial assets at fair value throughprofit or loss are carried in the balancesheet at fair value with net changes infair value recognized in the statement ofprofit and loss.
In case of equity instruments which are heldfor trading are initially measured at fair valueplus transaction costs and subsequently,they are measured at fair value with gainsand losses arising from changes in fair valuerecognized in statement of profit and loss.
This category includes derivativeinstruments and listed equity investmentswhich the Company had not irrevocablyelected to classify at fair value throughOCI. Dividends on listed equity investmentsare recognized in the statement of profit
and loss when the right of payment hasbeen established.
i nvestment in subsidiaries is carried at costin the separate financial statements.
Investment in joint ventures and associatesis carried at cost.
Derecognition
A financial asset (or, where applicable, apart of a financial asset or part of a groupof similar financial assets) is primarilyderecognized when:
- The rights to receive cash flows fromthe asset have expired, or
- The Company has transferred its rightsto receive cash flows from the assetor has assumed an obligation to paythe received cash flows in full withoutmaterial delay to a third party undera 'pass-through' arrangement; andeither (a) the Company has transferredsubstantially all the risks and rewardsof the asset, or (b) the Companyhas neither transferred nor retainedsubstantially all the risks and rewardsof the asset, but has transferredcontrol of the asset.
The Company applies the expected creditloss model for recognizing impairment losson financial assets measured at amortizedcost, debt instruments at FVTOCI, tradereceivables and other contractual rights toreceive cash or other financial asset.
Expected credit losses are the weightedaverage of credit losses with the respectiverisks of default occurring as the weights.Credit loss is the difference between allcontractual cash flows that are due to the
Company in accordance with the contractand all the cash flows that the Companyexpects to receive (i.e. all cash shortfalls),discounted at the original effective interestrate (or credit-adjusted effective interestrate for purchased or originated creditimpaired financial assets). The Companyestimates cash flows by considering allcontractual terms of the financial instrument(for example, prepayment, extension, calland similar options) through the expectedlife of that financial instrument.
The Company measures the loss allowancefor a financial instrument at an amountequal to the lifetime expected creditlosses if the credit risk on that financialinstrument has increased significantlysince initial recognition. If the credit risk ona financial instrument has not increasedsignificantly since initial recognition, theCompany measures the loss allowancefor that financial instrument at an amountequal to 12-month expected credit losses.12-month expected credit losses are portionof the life-time expected credit losses andrepresent the lifetime cash shortfalls that willresult if default occurs within the 12 monthsafter the reporting date and thus, are notcash shortfalls that are predicted over thenext 12 months.
For trade receivables, the Company follows"simplified approach for recognitionof impairment loss. The application ofsimplified approach does not require theCompany to track changes in credit risk.
Further, for the purpose of measuringlifetime expected credit loss allowance fortrade receivables, the Company has used apractical expedient as permitted under IndAS 109. This expected credit loss allowanceis computed based on a provision matrixwhich takes into account historical creditloss experience and adjusted for forwardlooking information.
Financial liabilities are classified, at initialrecognition, as financial liabilities at fair valuethrough profit or loss, loans and borrowings,payables, or as derivatives. All financialliabilities are recognized initially at fair valueand, in the case of loans and borrowingsand payables, net of directly attributabletransaction costs. The Company's financialliabilities include trade and other payables,loans and borrowings including derivativefinancial instruments.
The measurement of financial liabilitiesdepends on their classification, asdescribed below:
Financial liabilities at fair value throughprofit or loss (FVTPL) include financialliabilities held for trading and financialliabilities designated upon initial recognitionas at FVTPL. Financial liabilities areclassified as held for trading if they areincurred for the purpose of repurchasingin the near term. This category alsoincludes derivative financial instrumentsentered into by the Company that are notdesignated as hedging instruments inhedge relationships as defined by Ind AS 109'Financial instruments'.
Gains or losses on liabilities held fortrading are recognized in the statement ofprofit and loss.
Financial liabilities at amortized cost(Loans and borrowings)
After initial recognition, interest-bearingloans and borrowings are subsequentlymeasured at amortized cost using the EIRmethod. Gains and losses are recognizedin statement of profit and loss when theliabilities are derecognized as well as
through the EIR amortization process.Amortized cost is calculated by takinginto account any discount or premium onacquisition and fees or costs that are anintegral part of the EIR. The EIR amortizationis included as finance costs in the statementof profit and loss. This category generallyapplies to borrowings.
A financial liability is derecognized when theobligation under the liability is dischargedor cancelled or expires. When an existingfinancial liability is replaced by anotherfinancial liability from the same lender onsubstantially different terms, or the termsof an existing liability are substantiallymodified, such an exchange or modificationis treated as the derecognition of the originalliability and the recognition of a new liability.The difference in the respective carryingamounts is recognized in the statement ofprofit and loss.
Financial assets and financial liabilitiesare offset and the net amount is reportedin the balance sheet if there is a currentlyenforceable legal right to offset therecognized amounts and there is an intentionto settle on a net basis, to realise the assetsand settle the liabilities simultaneously.
(i) Basic earnings per share
Basic earnings per share is calculated bydividing the net profit or loss for the yearattributable to the equity shareholders of
the Company by the weighted averagenumber of equity shares outstandingduring the year.
(ii) Diluted earnings per share
For the purpose of calculating dilutedearnings per share, the net profit or loss forthe year attributable to equity shareholdersof the Company and weighted averagenumber of equity shares outstanding duringthe year are adjusted for the effect of allpotentially dilutive equity shares.
Ministry of Corporate Affairs ('MCA') notifiesnew standard or amendments to the existingstandards under Companies (Indian AccountingStandards)Rulesasissuedfromtimetotime.Fortheyear ended March 31, 2025, MCA has amended/notified certain accounting standards, which areeffective for annual reporting period beginningon or after April 1, 2024. MCA vide notificationdated September 9, 2024 and September 28,2024 notified the Companies (Indian AccountingStandards) Second Amendment Rules, 2024 andthe Companies (Indian Accounting Standards)Third Amendment Rules, 2024 respectively:
Ind AS 117 - Insurance Contracts, this newstandard enacted for insurance contracts.Said enactment does not have any impact onthe financial statements of the Company; and
Ind AS 116 - Leases, Amendment relates tosubsequent accounting for seller-lessee inrespect of the sale and lease back transactionsaccounted for as sale under Ind AS 115- Revenuefrom Contracts with customers. The amendmentdoes not have any impact on the financialstatements of the Company.
Capital redemption reserve was created for redemption of preference share capital and it is anon-distributable reserve.
Capital reserve represent capital subsidy received and amount received on forfeiture of shares of theCompany. Capital reserve is utilized in accordance with the provisions of the Companies Act, 2013.
Share based payment reserve represents the fair value of the stock options granted by the Company underthe Employees Stock Option Plan accumulated over the vesting period. 2,131 options have been exercisedduring the year. The remaining reserve will be utilised on exercise of the remaining options already grantedby the Company.
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordancewith the provisions of the Companies Act, 2013.
The Company had allotted 14,49,000 convertible share warrants during the financial year 2023-24 to apromoter group company upon receipt of upfront payment being 25% of total consideration receivable.During the year, Company has allotted 1,10,000 equity shares upon conversion of 1,10,000 share warrants andremaining application money represents 25% upfront payment for remaining share warrants.
General reserve
General reserve is used to transfer profits from retained earnings for general purposes. The reserve is utilizedin accordance with the provisions of the Companies Act, 2013.
The Company has certain operating leases primarily consisting of leases for office premises, guest housesand warehouses having different lease terms. Such leases are generally with the option of renewal againstincreased rent and premature termination clause. Rental expense recorded for short-term leases and lowvalue asset leases is ' 137.13 Lakh for the year ended March 31, 2025 (March 31, 2024: ' 133.78 Lakh).
The Company has taken certain land on long term lease for factory purposes (disclosed under "Right ofuse assets"). Since entire lease payments have been prepaid, the Company does not have any future leaseliability towards the same.
For details pertaining to the carrying value of right of use asset and amortization charged thereon during theyear, refer note 3.3 of the financial statements.
The Company does not have any lease liability and thus there are no liquidity risks.
Note: The Company has not incurred any expenditure on construction/acquisition of any asset.
Ind AS 108 establishes standards for the way that the Company report information about operating segmentsand related disclosures about products and services, geographic areas and major customers. The Company'soperations comprises of only one segment i.e. sale of polyester staple fibre and polyester yarn which aremainly having similar risks and returns. Based on the "management approach" as defined in Ind AS 108, themanagement also reviews and measure the operating results taking the whole business as one segment(synthetic textile). In view of the same, separate primary segment information is not required to be given asper the requirements of Ind AS 108 on "Operating Segments".
Considering the nature of the business in which the Company operates, the Company deals withvarious customers in multiple geographies. The details of segment revenue based on geographicaldemarcation is as under:
The fair value of 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.
A. The fair values of derivatives such as forward/ derivative contracts are on mark to market basis as per bank.
B. The Company has adopted effective interest rate for calculating interest expense. Processing fees andtransaction costs relating to each loan has been considered for calculating effective interest rate. The fairvalues of non-current borrowings are classified as level 3 in the fair value hierarchy due to the use ofunobservable inputs including own credit risk.
C. Loans, investments (other than quoted investments in market) and other non-current financial assets areevaluated by the Company based on parameters such as interest rates and individual credit worthinessof the counterparty. Based on this evaluation, allowances are taken into account for expected losses ofthese receivables. The fair value of loans, investments and other non-current financial assets has beenconsidered as equal to their carrying amount. These fair values are classified as level 3 in the fair valuehierarchy due to the inclusion of unobservable inputs including counter party credit risk.
D. The fair value of investments, which are quoted in market, are on mark to market basis.
E. Fair values of cash and cash equivalents, trade receivables, bank balances, current investments, currentloans, other current financial assets, trade payables, current borrowings and other financial liabilities areconsidered to be the same as their carrying amount due to short-term maturities of these instruments.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset orliability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data(unobservable inputs).
The Company realizes that risks are inherent and integral aspect of any business. The primary focus is toforesee the unpredictability of financial markets and seek to minimize potential adverse effects on its financialperformance. The Company's financial risk management is an integral part of how to plan and execute itsbusiness strategies. The Company's senior management oversees the management of these risks.
- Credit risk
- Liquidity risk
- Market risk
Credit risk arises from the possibility that the counter party may not be able to settle their obligationsas agreed. The Company is exposed to credit risk mainly from trade receivables, loans given and otherfinancial assets.
The Company considers the probability of default upon initial recognition of asset and whether there hasbeen a significant increase in credit risk on an ongoing basis through each reporting period. To assesswhether there is a significant increase in credit risk, the Company compares the risk of default occurringon assets as at the reporting date with the risk of default as at the date of initial recognition.
Trade receivables are typically unsecured and derived from revenue earned from customers locatedin India and abroad. Credit risk is managed by the Company through customer assessment, creditapprovals, establishing credit limits and continuously monitoring the credit worthiness of customers towhich the Company grants credit terms in the normal course of business. The Company measures theexpected credit loss of trade receivables based on historical trend, industry practice and the businessenvironment in which the entity operates. The maximum exposure to credit risk at the reporting date isthe carrying value of trade receivables, loans given and other financial assets.
Liquidity risk is the risk that the Company will encounter in meeting the obligations associated with itsfinancial liabilities that are settled by delivering cash or another financial asset. The Company's approachto managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilitieswhen they are due, under both normal and stressed conditions, without incurring unacceptable losses orrisking damage to the Company's reputation.
i) Financing arrangements
The Company believes that it has sufficient working capital to meet its current requirements.Accordingly, no liquidity risk is perceived. Further, the Company is having cash credit facilities frombanks of ' 14,750.00 Lakh (March 31, 2024: ' 19,150.00 Lakh), repayable on demand which carry floatingrate of interest.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of fluctuation in market prices. These comprise three types of risk i.e., currency rate, interestrate and other price related risks. Financial instruments affected by market risk include borrowings, loansgiven, deposits, foreign currency receivables and payables and derivative financial instruments such asforward contracts. Foreign currency risk is the risk that the fair value or future cash flows of a financialinstrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk thatthe fair value or future cash flows of a financial instrument will fluctuate because of changes in marketinterest rates. Regular interaction with bankers, intermediaries and the market participants help us tomitigate such risk.
The Company is exposed to foreign currency risk through operating and financing activities inforeign currency. The Company uses derivative financial instruments, such as foreign currency saleand purchase forward contracts and currency and interest rate swap contracts, to reduce foreigncurrency risk exposure and follows its risk management policies.
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concernand to optimise returns to its shareholders. The capital structure of the Company is based on management'sjudgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.The Company considers the amount of capital in proportion to risk and manage the capital structure in lightof changes in economic conditions and the risk characteristics of the underlying assets. The Company'spolicy is to maintain a stable and strong capital structure with a focus on total equity so as to maintaininvestor's, creditor's and market's confidence and to sustain future development and growth of its business.The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure inconsonance with its long term strategic plans.
The Company had introduced Ganesha Ecosphere Employees' Stock Option Scheme 2021 ("ESOPScheme") to provide Employee Stock Options ("options") to all the eligible employees of the Companyand its subsidiaries. The ESOP Scheme is administered by the Nomination and Remuneration Committee(nrc) of the Company and implemented through Ganesha Employees' Welfare Trust ("Trust"). The Trusthad acquired 39,194 Equity Shares of the Company, in aggregate, from the secondary market underthe ESOP Scheme.
The NRC at its meeting held on March 7, 2024 had granted 39,194 options to the eligible employees of theCompany and its Subsidiaries. Each option granted under the scheme entitles the holder to one equityshare of the Company at an exercise price of ' 543/- per share. Options granted under the Scheme shallbe exercisable within 3 years from the date of vesting. No fresh options were granted during the financialyear ended March 31, 2025.
The details of the loans, guarantees and investments under Section 186 of the Companies Act, 2013are as follows:
(i) Details of investments made and loans given are provided under the respective heads.
(ii) The Company has given corporate guarantees of ' 39,770.34 Lakh (March 31, 2024: ' 39,063.65 Lakh)to various banks for securing the amounts lent by them to Subsidiaries of the Company.
44.0 On March 31, 2025, the Company has made an allotment of 1,10,000 Fully Paid-up Equity Shares havingface value of ' 10/- each, at an issue price of ' 1,035/- per share (including a premium of ' 1,025/- pershare), to the Promoter Group, pursuant to the exercise of the right of conversion of 1,10,000 warrants intoequity shares, out of 14,49,000 warrants earlier allotted on preferential basis under Chapter V of the SEBI(Issue of Capital & Disclosure Requirements) Regulations, 2018. On January 18, 2024, the Company hasmade an allotment of 14,49,000 Fully Convertible Equity Warrants at an issue price of ' 1,035/- (includinga premium of ' 1,025/-) per Equity Share aggregating to approx. ' 150 Crore, on receipt of an upfrontamount of S37.50 Crore, to a member belonging to Promoter and Promoter Group of the Company, onPreferential Basis under Chapter V of the SEBI (Issue of Capital & Disclosure Requirements) Regulations,2018, as amended. The warrants so issued and allotted shall be convertible within a period of 18 monthsfrom the date of allotment of Warrants.
*Proposed dividends on equity shares are subject to approval of the shareholders of the Company at the ensuing annualgeneral meeting and hence is not recognised as a liability as at March 31, 2025. The actual dividend amount will bedependent on the share capital outstanding on the relevant record date/book closure.
(i) The Company does not have any Benami property, where any proceeding has been initiated orpending against the Company for holding any Benami property under the Benami Transactions(Prohibition) Act, 1988 and the Rules made thereunder.
(ii) The Company does not have any transactions with struck off companies under Section 248 of theCompanies Act, 2013 or Section 560 of the Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrarof Companies beyond the statutory period.
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during thefinancial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreignentities (Funding Party) with the understanding (whether recorded in writing or otherwise) thatthe Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Party (Ultimate Beneficiaries), or
(vii) The Company does not have any transactions which are not recorded in the books of accountsthat has been surrendered or disclosed as income during the year in the tax assessments underthe Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Incometax Act, 1961).
(viii) The Company is regular in paying its dues and has not been declared as wilful defaulter by any bankor financial institution (as defined under the Companies Act, 2013) or consortium thereof or otherlender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(ix) The Company is in compliance with the number of layers for its holding in downstream companiesprescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies(Restrictions on number of Layers) Rules, 2017.
(x) The Company has not entered into any scheme of arrangement, during the year, which has anyimpact on financial results or position of the Company.
(xi) The Company has not revalued any of its property, plant and equipment (including right-of-useassets) or intangible assets during the year.
(xii) The Company has not granted any loans or advances in the nature of loans to promoters, directors,KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with anyother person that are repayable on demand or without specifying any terms or period of repayment.
(xiii) The Company has used the borrowings from banks for the purpose for which it was taken.
47.0Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to
current year's classification.
As per our report of even date attached
For Narendra Singhania & Co. For and on behalf of the Board of Directors
Chartered AccountantsFirm Reg. No. 009781N
Sharad Sharma Shyam Sunder Sharmma
Managing Director Chairman
Narendra Singhania DIN: 00383178 DIN: 00530921
Partner
Membership No.: 087931
Bharat Kumar Sajnani Gopal Agarwal
Company Secretary Chief Financial Officer
FCS: 7344 FCA: 075080
Place: New Delhi Place: Kanpur
Date: May 24, 2025 Date: May 24, 2025