The write down of inventories to net realisable value and other provisions / losses recognised in the statement of profit and loss as an expense is H16 crores (March 31, 2024: H 5 crores for continued and discountinued operations).
Note a: Raw materials and components includes goods in transit: H 15crores (March 31,2024: H 14 crores) for continued and discountinued operations.
Note b: Finished goods includes goods in transit: H 44 crores (March 31, 2024: H 77 crores) for continued and discountinued operations.
Note c: Stock in trade [includes goods in transit: H 0 crores (March 31,2024: H 6 crores) for continued and discountinued operations.
The above includes inventories held by third parties amounting to H 6 crores (March 31,2024; H 29 crores) for continued and discountinued operations.
Inventories hypothecated against borrowings (refer note 18).
Refer note 54 for the inventories to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.
The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company except as follows:
No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. There are no trade or other receivables which are due from firms or private companies respectively in which any director is a partner, a director or a member.
For terms and conditions relating to related party receivables, refer note 39.
Trade receivables hypothecated against borrowings (refer note 18).
Certain trade receivables are interest bearing. Trade receivables are generally on terms of 45 to 270 days. The Company applies the practical expedient for receivables with credit period of upto one year i.e., the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between the transfer of the promised good or service and the payment is one year or less.
For explanations on Company's Credit risk management process, refer note 44 'Financial risk management objectives and policies'.
** Refer note 54 for the trade receivables to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.
* On 20th November 2024, the Rights Issue Committee of the Board of Directors (“Rights Issue Committee") of the Company approved issue of 9,38,25,955 equity shares of face value of H 2 each (the “Rights Equity Shares") at a price of H 360 per Rights Equity Share (including premium of H 358 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 8 existing fully-paid equity shares held by the eligible equity shareholders as on 26th November 2024, the record date. On 20th December 2024, the Rights Issue Committee of the Company approved allotment of 9,37,92,629 partly paid-up Equity Shares at an issue price of H 360 per Equity Share [(including a premium of H 358 per Equity Share) of which H 90 per Equity Share has been received on application (H 0.50 has been paid-up on application as share capital and H 89.50 as a premium per equity share)], to eligible equity shareholders. Further, allotment of 33,326 Rights Equity Shares was kept in abeyance pending regulatory/ other clearances, which were subsequently allotted on 17th January, 2025. The net proceeds to be utilised for Repayment or prepayment, in full or in part, of certain borrowings availed by the Company and for other General corporate purposes. The Company has raised H 844 crore on application. The total expense on Rights Issue aggregates to H 35 crore which has been adjusted against securities premium.
Further the Rights Issue Committee on January 24, 2025 approved making of the first call on partly paid up equity shares of 25% of issue price of ? 360 per share i.e ? 90 per share (comprising ? 0.50 towards paid-up value and ? 89.50 towards premium). Accordingly, the Rights Issue Committee on 12th March, 2025 approved the conversion and subsequent allotment of 9,15,49,027 partly paid-up equity shares from paid-up value of H 0.50 per share to Re. 1 per share. The Company is in the process of sending reminder notices to all those shareholders who are holding the balance 22,76,928 partly paid up equity shares of paid up value of H 0.50 each. The aggregate consideration received on first call aggregates to H 824 crore.
During the year ended March 31, 2025, the Company has utilised H 1,473 crore for repayment of borrowing and H 180 crore for General Corporate Purpose (which includes reimbursement of issue related expenses of H 17crore and H 1 crore received as interest paid on fixed deposit) as mentioned above. Further H 16 crore pending utlisation have been kept in a separate bank account, which includes issue related expenses of H 15 crore paid by the Company from its own account.
The Company has only one class of equity shares having par value of H 2 per share (whether fully or partly paid) . The holder of the equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bears to the total paid-up equity share capital of the Company. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
During the year ended March, 2025, the amount of per share dividend proposed as distributions to equity shareholders is H 6 (March, 2024: Re.1).
The Board of Directors of the Company at its meeting held on 2nd March 2022, approved the proposal to buy-back fully paid-up equity shares of face value of H 2/- each from the equity shareholders of the Company (other than the promoters, the promoter's group and persons in control of the Company). The Company completed acquisition of 13,437,815 equity shares having face value of H 2 per share at aggregate consideration of H 1,094 crores on 25th May 2022 and consequently extinguished such shares in accordance with applicable regulations. Further the Company has discharged H 261 crores towards buyback tax liability under the Income Tax Act, 1961 and other ancillary expenses.
The Company allotted 254,671,335 equity shares as fully paid up bonus shares on July 4, 2019 by utilising capital redemption reserve amounting to H 38 crores and Securities premium amounting to H 13 crores, pursuant to an ordinary resolution passed after taking the consent of shareholders.
E. GDR Details
As on March 31, 2025 there were 2,74,18,669 outstanding GDRs (representing 5,48,37,338 underlying equity shares, constituting 6.88% paid-up equity share capital of the Company) under the GDR programme listed on Singapore Stock Exchange and IOB segment of London Stock Exchange. Out of these 1,47,71,012 GDRs, representing 2,95,42,024 equity shares (3.71% of paid-up share capital) are held by Promoter and Promoter Group.
Another GDR programme which was listed on Luxembourg Stock Exchange and subsequently terminated / closed in the year 2020 has 25,500 underlying shares being held by erstwhile depository bank viz CITIBANK N.A., due to non-identification of the beneficiary/ies by the depository bank.
Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders
Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to “Securities Premium Reserve". The Company may issue fully paid-up bonus shares to its members out of the securities premium reserve and the Company can use this reserve for buy-back of shares.
Capital Reserve - The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. Also fair valuation gain on transfer of net assets under business restructuring are transferred to capital reserve.
General Reserve - General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.
Capital redemption reserve- Capital redemption reserve was created for buy-back of shares and can be utilised for issuance of fully paid up bonus shares.
Equity Instruments through Other Comprehensive Income (OCI) - The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
a. Secured Loan repayable on demand from Banks
Outstanding loan is secured by hypothecation of inventories, trade receivables and all movable assets of the Company both present and future, wherever situated.
b. Unsecured loans repayable on demands
Unsecured loans repayable on demands outstanding as of H 120 crores for the current year ( March 31, 2024 : H 782 crores)
c. Unsecured Commercial papers from Banks and others
Commercial paper outstanding of H 50 crores for the current year ( March 31, 2024 : H 300 crores)
d. Bank returns / stock statements filed by the Company with its bankers are in agreement with books of account.
e. Funds raised on short term basis have not been utilised for long term purposes and spent for the purpose it were obtained.
Trade payables are non-interest bearing and are normally settled on 90-360 days terms For payables to related parties (refer note 39)
For explanations on the Company's financial risk management processes, refer note 44 'Financial risk management objectives and policies'.
Refer note 54 for the trade payables to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.
Pursuant to the search operations conducted by the Income Tax authorities in the earlier years, block assessment u/s 153A of the Income Tax Act 1961 ('the Act') has been completed for the Assessment Years ('AY') 2014-15 to 2020-21 for corporate tax and transfer pricing for the earlier years. During the year appellate authority adjudicated the matter in favour of the company, consequent to this order, the Company has reversed the tax provision amounting to INR 592 crore, provided in the books, which was made in the earlier years given the uncertainty over the allowability of the eligible expenditure.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Given that the Company does not have any intention to dispose investments in subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised. Similarly, the Company does not have any intention to dispose of its free hold and lease hold land in the foreseeable future, therefore, deferred tax asset on indexation benefit in relation to these assets has not been recognised.
* Refer note 54 for the provisions to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.
• Discount rate is based on yields (as on valuation date) of Government Bonds with a tenure similar to the expected working lifetime of the employees.
• The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company's policy for plan asset management.
• Annual increase in Salary costs is based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.
• Refer note 54 for the provisions to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.
a. The Company's performance obligation are satisfied upon shipment and payment is generally due by 45 to 270 days. The Company does not have any remaining performance obligation, as contracts entered for sale of products are for a shorter duration. There are no contracts for sale of services wherein performance obligation is unsatisfied, to which transaction price has been allocated.
There is no significant financing component in any transaction with the customers.
The Company operate defined benefit gratuity plan for its employees, which requires contributions to be made to a separately administered fund or a financial institution. It is governed by the Payment of Gratuity Act, 1972. Under the Act, all employee who has completed five years of service are entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. Provision for gratuity is based on actuarial valuation done by an independent actuary as at the year end. Each year, the Company review the level of funding in gratuity fund. The Company decides its contribution based on the results of its annual review. The Company aim to keep annual contributions relatively stable at a level such that the fund assets meets the requirements of gratuity payments in short to medium term. In case of , the fund is managed by Life Insurance Corporation (LIC) and every year the required contribution amount is paid to LIC.
Aforesaid post-employment benefit plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit. However, the risk is partially mitigated by investment in LIC managed fund.
Interest rate risk
A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan's debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
The following tables set out the funded status and amounts recognised in the Standalone Financial Statements as at March 31, 2025 and March 31, 2024 for the Defined benefits plans:
The sensitivity analyses as above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In presenting the sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company's businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.
Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:
i) Income tax authorities have made various Transfer Pricing and Corporate Tax adjustments which has resulted into the demand. The assessee has preferred an appeal against addition and disallowance which are pending for disposal. Nature of addition - transfer Pricing Adjustment, disallowance u/s. 14A, deprecation on intangible assets and various other disallowances.
ii) It pertains to various on going litigation matters relating to Income Taxes which are at different stages. Some of the matters related to are as like Capital Gain, Goodwill etc.
Related to Valuation matter, VABAL Licenses, denial of Cenvat/Service Tax Credit on Capital Goods/Naphtha/Sales Commission/ ISD/GTA, Self Credit of Central Excise Duty etc.
Related to stock transfer treated as inter-state sales, demands for non-submission of various form, disallowance of input credit and others.
Dispute related to use of VABAL licenses.
Dispute related to the cancellation of VABAL bases licenses.
Dispute related to the product liability claims.
The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.
1. The remuneration of key management personnel is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for gratuity and compensated absence as separate actuarial valuation are not available.
2. Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
41 Hedging activities and derivatives
The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.
The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, These contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
Valuation techniques and significant unobservable inputs:
(i) Financial instruments measured at fair value
Trade receivables, other financial assets (except derivative assets) and cash and cash equivalents
The carrying amount of trade receivables, other financial assets and cash and cash equivalents are approximate their fair values.
Financial assets under level 3 measured at fair value through profit or loss ("FVTPL") and other comprehensive income ("FVOCI").
Investment classified as FVTPL and FVOCI amount to INR 42 crore (March 31, 2024: INR 40 crore). The Group has used valuation technique as the Price of recent investment calibrated by using qualitative analysis approach. There is no material difference between cost and fair value of such investments. Management performs qualitative analysis as per its internal policy.
Other financial assets at fair value through other comprehensive income ("FVOCI")
The fair values of the remaining FVOCI and FVTPL financial assets are derived from quoted market prices in active markets. Hence there is no unobservable inputs and sensitivity analysis disclosed.The value of FVTPL investments measured at level 2 are driven by the prevailing local inter-bank rate.
Trade and other payables:
The carrying amount of trade and other payables approximate their fair value due to its short term nature.
(ii) Financial instrument measured at amortized cost:
The carrying amount of financial instruments carried at amortised cost approximately equals to the fair values in cetherate of interest charged is considered to at par with prevailing market rates of interest, and classified at level 2 of fair value hierarchy.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
44 Financial risk management objectives and policies
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to its subsidiaries to support its operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments and enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency).
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.
At March 31, 2025 and March 31, 2024, the Company's hedge position is stated in Note 41. This foreign currency risk is hedged by using foreign currency forward contracts.
The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company's exposure to foreign currency changes for all other currencies is not material.
The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.
The Company's listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The investment in listed and unlisted equity securities are not significant.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
44 Financial risk management objectives and policies (continued)
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
45 Capital management
Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2025 and March 31,2024.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
The Comapany has provided its related parties with long-term loans measured at amortised cost which are considered to have low credit risk. Management considers instruments to be low credit risk when they have a low risk of default, and the borrower has a strong capacity to meet its contractual cashflow obligation in near term. Long-term loan to related parties are held by the Company within a business model whose objective is to collect their contractual cash flows which are solely payments of principal and interest on the principal amount outstanding. Hence those financial assets are classified as at amortised cost.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31,2025 and March 31, 2024 is the carrying amounts as illustrated in Note 10.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in the current period.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments.
a) During the quarter ended December 31, 2024 exceptional item include gain on account of fair valuation of certain assets transferred on a slump sale basis as per Rule 11UAE of Income Tax Act 1961 of H 312 Crores and restructuring cost of H 57 crores, resulting from the above mentioned transfer of Specialty Chemicals business.
b) Pursuant to the approval granted by the Board of Directors, the Company has on November 19, 2024 alongwith other shareholders entered into definitive agreements under which Alpha Wave Global II, LP has invested US$ 350 million approx. H 3,041 crores to acquire approximately 12.5% stake in Advanta Enterprises Limited (''Advanta"), a subsidiary of UPL Limited and a leading Global seed company that delivers innovative farming solutions and technology to farmers around the world. The transaction is a combination of a primary investment of US$ 100 million approx. ? 869 crores and a secondary sale of shares of US$ 250 million approx. H 2,172 crores. Pursuant to the above, Advanta has received the approval of Competition Commission of India on March 4, 2025, and the primary investment and secondary sale of investments was completed on March 26, 2025 and the gain on sale of investments of H 1,857 crores (net of expenses) is disclosed as exceptional item for year ended March 31, 2025.
c) Pursuant to a fire incident on 6th May 2022, in a portion of one of the manufacturing plant in Ankleshwar Unit 1, certain property, plant and equipment, inventory and other assets were damaged. Basis valid insurance contracts with respect to the said loss, an insurance claim was recognised which is settled in the quarter and the company has received the claim amount of H22 Crores as final settlement. The claim amount includes reinstatement of the plant which is disclosed as exceptional item.
47 Income tax
Pursuant to the search operations conducted by the Income Tax authorities in the earlier years, block assessment u/s 153A of the Income Tax Act 1961 ('the Act') has been completed for the Assessment Years ('AY') 2014-15 to 2020-21 for corporate tax and transfer pricing for the earlier years. During the quarter appellate authority adjudicated the matter in favour of the company, consequent to this order, the Company has reversed the tax provision amounting to H 592 crore, provided in the books, which was made in the earlier years given the uncertainty over the allowability of the eligible expenditure. Further in case of three overseas subsidiaries of UPL Limited, the Indian income tax authorities have invoked provisions of 'Place of Effective Management in India' for AY 2017-18 to AY 2020-21, and the provisions related to 'control and management wholly in India' for AY 2014-15 to AY 2016-17 and have started tax proceedings against these companies in India during the earlier years. Based on legal advice, the subsidiaries have challenged the proceedings before the appropriate authorities. The subsidiaries have been advised by legal counsel that they have strong grounds to succeed in the above matters.
The transactions mentioned above are not in violation of Prevention of Money-Laundering Act, 2002 and are complied with the provisions of Foreign Exchange Management Act, 1999 and Companies Act, 2013.
B. The Company, has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
A. The Company has not advanced or loaned or invested funds to any person(s) or entity(is), 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 on behalf of the company, (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries, except as mentioned below:
52 Code on Social Security, 2020
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the standalone financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.
Nature of CSR activities
Disaster Relief, Education, Skilling, Employment, Entrepreneurship, Health, Wellness and Water, Sanitation and Hygiene, Heritage The total amount (i.e. from continuing and discontinuing operations) has been considered for the above disclosure.
50 Segment information
The consolidated financial statements of the Company contain segment information as per Ind AS 108-Operating Segments accordingly separate segment information is not included in the Standalone financial statement.
Note: The information has been given in respect of such vendors to the extent they could be identified as Micro, and Small enterprises on the basis of information available with the Company.
The total amount (i.e. from continuing and discontinued operations) has been considered for the above disclosure.
54 Disclosure pursuant to Ind AS 105 "Non-current assets held for sale and discontinued operations":
The Board of Directors of the Company at its meeting held on June 23, 2023 has approved transfer of 'Specialty Chemicals' business on a slump sale basis as a going concern to a wholly owned subsidiary, Superform Chemistries Limited (Formerly known as UPL Speciality Chemicals Limited) ("Superform"). The shareholders approved the restructuring in the Extra Ordinary General Meeting.
On December 01, 2024, the Company has completed the transfer of Net Assets aggregating to INR 6,135 crores for a consideration of INR 6,447 crores to Superform with the objective to establish Specialty Chemicals business as a pure play manufacturing platform on a global scale.
The 'Specialty Chemicals business' is disclosed as Discontinued Operations in these results in accordance with Ind AS 105 ""Non-Current Assets Held for Sale and Discontinued Operations"" till the date of actual transfer i.e. December 01,2024. The financial results of the discontinued operations till the date of actual transfer i.e. December 01, 2024 are as under:
55 Other Statutory Information
(i) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
(ii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies Restriction on number of Layers) Rules, 2017.
(v) There are no charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period.
(vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
56 Key ratios (continued)
The total amount (i.e., from continuing and discontinuing operations) has been considered for the calculation of the above-mentioned ratios.
Note 1- Debt equity ratio/ Total Debts to Total Assets ratio/ Interest Service Coverage ratio has decreased due to decrease in borrowings during the year ended March 31, 2025 as compared to March 31, 2024
Note 2- Debt Service Coverage ratio has changed as there are no long term borrowing in the Company during the year ended March 31, 2025.
Note 3 - Debtors Turnover has changed due decrease in trade receivables during the year due to increase in collections from the debtors.
Note 4- Net capital turnover ratio has changed due to reduction in net working capital as at March 31, 2025, compared to March 31, 2024.
Note 5- Variance in net profit margin is due to gain on sale of investments and gain on slump sale resulting in higher profits during the year ended March 31, 2025 as compared to the year ended March 31, 2024
57 Events After Reporting Period
There are no subsequent events that require adjustment to the assumptions and disclosures in the standalone financial statements.