l) Provision & Contingencies:
The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.
If the effect of time value of money is material, provisions are discounted using a current pre¬ tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
m) Employee Benefits:
Short Term Employee Benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits
and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.
Post-Employment Benefits:
I. Defined Contribution plans:
Defined contribution plans are employee provident fund, employee state insurance scheme and Government administered pension fund scheme for all applicable employees.
Recognition and measurement of defined contribution plans:
The Company recognizes contribution payable to a defined contribution plan as an expense in the Statement of Profit and Loss when the employees render services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognized as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.
ii. Defined Benefit plans:
The Company operates a defined benefit gratuity plan for employees.
Recognition and measurement of Defined Benefit plans:
The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognized in the Balance Sheet represent
the present value of the defined benefit obligations as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognized representing the present value of available refunds and reductions in future contributions to the plan.
All expenses represented by current service cost, past service cost, if any, and net interest on the defined benefit liability / (asset) are recognized in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability / (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognized in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.
The Company presents the above liability/ (asset) as current and non-current in the Balance Sheet as per actuarial valuation by the independent actuary; however, the entire liability towards gratuity is considered as current as the Company will contribute this amount to the gratuity fund within the next twelve months.
Other Long-Term Employee Benefits:
Entitlements to annual leave and sick leave are recognised when they accrue to employees. Sick leave can only be availed or encashed subject to a restriction on the maximum number of accumulation of leave. The company determines the liability for such accumulated leave using the projected accrued benefit method with actuarial valuations being carried out at each Balance Sheet date.
n. Lease Accounting:
The Company evaluates if an arrangement
qualifies to be a lease as per the requirements
of Ind AS 116. Identification of a lease requires significant judgment. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Company as a Lessee
The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term and useful life of the underlying asset. The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. Further, refer note no. 41, for effect of transition to Ind AS 116, classification of leases and other disclosures relating to leases.
Company as a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
o) Segment Reporting:
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company.
p) Earnings per share:
Basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed by dividing adjusted net profit after tax by the aggregate of weighted average number of equity shares and dilutive potential equity shares during the year.
q) Cash Flow Statement:
Cash Flow are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non- cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.
r) Cash and cash equivalents:
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand, deposit accounts and term deposits accounts with original maturity of three months or less as at balance sheet date, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash on hand, deposit accounts and term deposits as defined above and investment in liquid funds for short term purpose.
s) Events after reporting date:
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.
4. Investment Property (Cont...)
Notes:
a) The Company has classified freehold land located at Nandan Vatrika - District - Kheda, as Investment Property. There are no amounts pertaining to these investment properties recognised in the statement of profit and Loss, since the Company does not receive any rental Income and does not incur any depreciation or other operating expenses.
b) The Company does not have any contractual obligation to purchase, construct or develop for maintenance or enhancement of investment property.
c) The Company has no restrictions on the realisability of its investment property.
Notes:
a) Investment In Equity Instrument of Associate
During the year, Company has made further investment of ? 15763 Lakhs (Previous year - ? 125.00 Lakhs) in the Nepovit Ceramic Private Limited against which 2,52,330 shares (Previous year - 2,00,000 shares) of 100 Nepalese's rupees each has been issued.
b) Investment In Equity Instrument of Subsidiaries
1 During the year, the Company has made further capital contribution of ? 71.14 Lakhs (Previous year - ? 99.76 Lakhs) in AGL Stones LLP incorporated on 04 June, 2024 with entitling 51.00% share of Profit and losses and carrying 50% voting rights.
2 During the year, the Company has made further investment of 25,00,000 TBH (Previous year - 29,99,700 TBH) in wholly owned subsidiary company namely Harmony Surfaces (Thailand) Limited incorporated on 18 June, 2024 in Thailand and against that 25,000 equity shares (Previous year - 29,997 equity shares) of 100 TBH each has been issued
3 During the year, the Company has made investment of 3,55,000 IDR in subsidiary company namely PT AGL Surfaces incorporated on 07 February, 2025 in Indonesia and against that 3,550 equity shares of 10,00,000 IDR each has been issued.
4 During the year, the Company has made investment of 6,00,000 CFA Franc in subsidiary company namely AGL Surfaces SARL incorporated on 14 April, 2025 in Senegal and against that 60 equity shares of 10,000 CFA Franc each has been issued.
5 During the year, the Company has made investment of ? 0.26 Lakhs each in subsidiary namely AGL Proteins Private Limited and Ailomex Steel Private Limited incorporated on 05 July, 2025 and 27 August, 2025 respectively with entitling 26% equity shares each.
c) Investment In Debentures of Subsidiaries
1 The Company has made investment of ? 18,83727 Lakhs in wholly owned subsidiary company namely Future Ceramic Private Limited and against that 18,83,72,750 number of debentures of 0% compulsorily convertible debenture of ? 10 each within 10 year tenor has been issued.
2 The Company has made investment of ? 6,025.53 Lakhs in wholly owned subsidiary company namely AGL Sanitaryware Private Limited and against that 6,02,55,280 number of debentures of 0% compulsorily convertible debenture of ? 10 each within 10 year tenor has been issued.
d) Deemed Equity Investment
The National Company Law Tribunal, Ahmedabad Bench ("NCLT”) vide its Order dated 12 June, 2025, has sanctioned the Composite Scheme of Arrangement (Part II of "Scheme1”) for transfer and vesting of "Manufacturing undertaking” of the Affil Vitrified Private Limited ("Demerged Company 1”) and Ivanta Ceramics Industries Private Limited ("Demerged Company 2”) and Crystal Ceramic Industries Limited ("Demerged Company 3”) and Affil Ceramics Limited ("Resulting Company 1”) and Ivanta Ceramic Limited ("Resulting Company 2”) and Crystal Vitrified Limited ("Resulting Company 3”). The transaction has been accounted in accordance with Ind AS 103 "Business Combinations” using practical expedient. Accordingly the Company has issued 3,32,08,905 shares of ?10 each to "Demerged Company 1” shareholders, 3,19,33,333 shares of ?10 each to "Demerged Company 2” shareholders and 1,97,24,095 shares of ?10 each to "Demerged Company 3” shareholders.
Also, The NCLT vide its Order dated 17 February, 2026, has sanctioned the Composite Scheme of Arrangement ("Scheme2”) for transfer and vesting of "Manufacturing undertaking” of the Adicon Ceramica Tiles Private Limited ("Demerged Company 1”) and Asian Granito India Limited ("Resulting Company 1”) and Adicon Ceramics Limited ("Resulting Company 2”). The transaction has been accounted in accordance with Ind AS 103 "Business Combinations” using practical expedient. Accordingly the Company has issued 6,45,63,636 of ?10 each to "Demerged Company 1” shareholders.
e) Investment in Optionally Convertible Preference Shares (OCPS)
The NCLT has sanctioned the Composite Scheme of Arrangement (Part IV of "Scheme 1”) for amalgamation of Amazoone Ceramics Limited ("Transferee Company”) and AGL Industries Limited ("Transferor Company”). The transaction has been accounted in accordance with Ind AS 103 Business Combinations using practical expedient. Accordingly the Amazoone Ceramics Limited has issued 11,95,739 Optionally Convertible Preference Shares ("OCPS”) of ? 100 each (including premium of ? 90 per OCPS) to the shareholders of AGL Industries Limited having tenure of 9 years and 11 months.
Notes:
(a) "Pursuant to the NCLT-mandated Composite Scheme of Arrangement during the year, certain entities transitioned into Wholly Owned Subsidiaries (WOS) of the Company. To align with the Group's internal capital restructuring policy for WOS, the Company reviewed the economic substance of its financial advances extended to these entities. Accordingly, these advances have been classified under 'Current Financial Assets - Loans' in the financial statements.
Consequent to management's commercial evaluation and in line with the revised terms of support, the Company has decided to cease interest accruals across these WOS entities. This being an intra-group transaction, there is Nil impact on the Consolidated Financial Statements of the Company.
(b) Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013)
(a) On 04 February, 2022 the Board of Directors of the Company had approved the Offer and Issuance of equity shares of the Company (the "Equity Shares”) for an amount upto ? 42,21746 Lakhs by way of a rights issue to the eligible equity shareholders of the Company as on the record date, i.e. 12 April, 2022, in accordance with applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, subject to such approvals, as may be required under the applicable laws ("Rights Issue”). Further, the Board constituted Rights Issue Committee, which has been authorised to decide the pricing of the issue, ratio, record date, appointment of monitoring agency and other things as may be required in accordance with the applicable laws.
The Rights Issue Committee on account of above constitution and powers given by the Board approved the issue of 6,99,93,682 equity shares of face value of ? 10 each (the "Rights Issue Shares”) at a price of ? 63/- per Rights Equity Shares (including premium of ? 53/- per Rights Equity Share) in the ratio of 37:30, i.e. 37 Rights Equity Shares for every 30 existing Equity Shares held by the eligible equity shareholders as on the record date, i.e. 12 April, 2022. The issue was oversubscribed and the Company received bids for 8,88,24,321 number of Rights Equity shares. On 16 May, 2022, the Rights Issue Committee of the Board of Directors of the Company approved the allotment of 6,99,93,682 equity shares of face value ? 10/- each to the eligible equity shareholders as fully paid up.
The expenses related to rights issue will be adjusted with thesecurities premium account, and there is no rights issue related expenses debited to profit and loss account.
13.2. Terms/Rights attached to Equity shares
The Company has one class of shares referred to as Equity shares having face value of ? 10/- per share.
(a) Equity Shares
In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive any of the residual assets of the Company, after distribution of all preferential amounts and Preference shares. The distribution will be in proportion to the number of Equity shares held by the Shareholders. Each holder of Equity shares is entitled to one vote per share.
(b) Dividend
The Company has not declared any dividend for the financial year ended 31 March, 2026.
14.1. Nature and purpose of other reserves:
(a) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.
(b) General Reserve
General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes
(c) Retained Earnings
The amount of retained earnings includes the component of other comprehensive income, which cannot be distributed by the Company as dividends to its equity shareholders. Balance amount is available for distribution to equity shareholders.
(d) Capital Reserve
The capital reserve is created through forfeiture of shares warrants, shares, revaluation of existing assets, the redemption of preference shares and accumulated capital surplus not available for distribution of dividend.
(e) Preferential Share Warrants
After receiving in principal approval from the Stock Exchanges and from Shareholders, the Company has offered 2,03,00,000 "Fully Convertible Warrants” at price of ? 48.15/- each (at a face value of ? 10/- each and Premium of ? 38.15/- Per Convertible Warrant) to the Promoter, Promoter Group and Non-Promoter category in one or more tranches for the below objective:
i. To fund capital requirements for future growth of the Company;
ii. To meet long term and short term working capital requirements of the Company and its subsidiaries;
iii. To repay debt of the Company and its Subsidiary Companies; and
iv. To meet General Corporate Purpose.
Notes:
a) "Term Loans ? 3,016.55 Lakhs (Previous Year ? 1,850.00 Lakhs) are secured by way of Movable Property, Plant & Equipment - Exciusive charge on all equipment set up for 8 MW soiar panel, Immovabie Fixed Assets - Exclusive charge on land on which soiar panel wiii be installed by way of negative iien or Extension on existing factory land and building for soiar term loan to be done if mortgage is not created on Soiar land within 120 days of first disbursement. Aiso Term Loan is secured with Personai Guarantee of Directors and property owners of Soiar iand.
Term ioan from bank carries interest rate 8.70% p.a. (Previous year : 8.70% p.a.) and are repayabie over a tenor of 84 months with moratorium of 12 months and 72 monthiy repayments.
b) Working capitai ioans of ? 12,471.67 Lakhs (Previous Year ? 10,95753 Lakhs) are secured by way of hypothecation over current assets inciuding raw materiais, stock in process, finished goods, receivabies and other current assets of vitrified/waii/marbie division (Daipur unit) and Ceramic division (Idar unit) of the Company.
c) The sanctioned faciiities have been secured by the personai guarantees of directors of the Company more specificaiiy speit out in reiated Sanction Letter from the Banks.
d) Vehicle loans of ? 118.02 Lakhs (Previous Year ? 153.11 Lakhs) are secured by hypothecation of vehicies in favour of Bank. Each Vehicie ioans consist of 60 equai monthiy instalments from the date of disbursement.
(e) Borrowings secured against current assets
Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.
(f) The working capital facilities have been availed at an interest rate at 8.50% to 8.95% (Previous Year 8.00% to 8.50%) p.a from April 2025 to March 2026
b) Measurement of fair values:
(i) Investments in Associate, Joint Venture and Subsidiaries:
I investments in Associate, Joint Venture and Subsidiaries have been accounted at cost. Since these are scoped out of Ind AS 109 for the purposes of measurement, the same have been disclosed at cost in the tables above.
(ii) Financial Instruments measured at Amortised Cost:
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
(iii) Levels 1, 2 and 3
Level 1: It includes Investment in equity shares and mutual fund that have a quoted price and which are actively traded on the stock exchanges. These have been valued using the closing price as at the reporting period on the stock exchanges.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise 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 is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
(iv) There have been no transfers between Level 1 and Level 2 during the years.
>2. Corporate Social Responsibility Expenditure
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the Company. The funds are utilised on the activities which are specified in Schedule VII of the Companies Act, 2013. The utilisation is done by way of contribution towards various activities.
The Company's financial liabilities comprise mainly of borrowings, trade, other payables and financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of the Company monitors the risk as per risk management policy. Further the Audit Committee has additional oversight in the area of financial risks and controls.
The following disclosures summarize the Company's exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Company.
(a) Market risk
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 for the Company comprises two types of risks: interest rate risk and currency risk. Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables and loans.
Within the various methodologies to analyze and manage risk, Company has implemented a system based on "sensitivity analysis” on symmetric basis. This tool enables the risk managers to identify the risk position of the entities. Sensitivity analysis provides an approximate quantification of the exposure in the event that certain specified parameters were to be met under a specific set of assumptions. The risk estimates provided here assume:
• a parallel shift of 100-basis points of the interest rate yield curves in major currencies.
• a simultaneous, parallel foreign exchange rates shift in which the INR appreciates / depreciates against
all currencies by 5%
The potential economic impact, due to these assumptions, is based on the occurrence of adverse / inverse market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual results that
are included in the Statement of profit and loss may differ materially from these estimates due to actual developments in the giobai financial markets.
The analyses exclude the impact of movements in market variables on the carrying values of gratuity, pension and other post-retirement obligations and provisions.
The following assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at 31 March, 2026 and 31 March, 2025.
(i) Interest rate risk
I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument wiii fluctuate because of changes in market interest rates. The Company seeks to mitigate such risk by maintaining an adequate proportion of floating and fixed interest rate borrowings. As at 31 March, 2026, approximately 13.65% of the Company's borrowings and other financial liabilities are at fixed rate (31 March, 2025 : 15.60%). Summary of financial assets and financial liabilities has been provided beiow:
Interest rate sensitivity
Profit or ioss is sensitive to higher/iower interest expense from borrowings as a resuit of change in interest rates. The foiiowing tabie demonstrates the sensitivity of floating rate financiai instruments to a reasonabiy possibie change in interest rates. The risk estimates provided assume a paraiiei shift of 100 basis points interest rate across aii yieid curves. This caicuiation aiso assumes that the change occurs at the baiance sheet date and has been caicuiated based on risk exposures outstanding as at that date. The year end baiances are not necessariiy representative of the average debt outstanding during the year.
(ii) Foreign currency risk
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 transacts business in foreign currencies (primarily USD, EUR, GBP and AED). Consequently, the Company has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk. The Company manages its foreign currency risk by following policies approved by the Board as per established risk management policy. The carrying amounts of the Company's foreign currency denominated monetary items are as follows:
Foreign currency sensitivity
The following table demonstrate the sensitivity to a reasonably possible change in USD, EUR, GBP and AED rates to the functional currency of respective entity, with all other variables held constant. The Company's exposure to foreign currency changes for all other currencies is not material. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities.
(b) Credit risk
Credit risk is the risk that a 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 primarily trade receivables and other financial assets including deposits with banks. Credit risk arising from trade receivables is managed in accordance with the Company's established policy, procedures and control relating to customer credit risk management.
Other financial assets
This comprises mainly of deposits with banks and other intercompany receivables. Credit risk arising from these financial assets is limited.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy and procedures. Trade receivables are non-interest bearing and generally have a credit period not exceeding 90 days. Concentrations of credit risk with respect to trade receivables are limited, due to the customer base being large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
The Company has used practical expedient by computing the expected credit loss allowance for doubtful trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking estimates. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates used in the provision matrix. In calculating expected credit loss, the Company has also considered credit information for its customers to estimate the probability of default in future.
34.Financial Risk Management (Cont...)
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's finance department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties.
(c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing from both banks and financial institutions at an optimised cost.
The table below analysis non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed under the ageing buckets are the contractual undiscounted cash flows and includes contractual interest payments.
35. Capital management:
For the purpose of the Company's capital management, capital includes paid-up equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as level of dividends to equity share holders.
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using Debt-Equity ratio, which is net debt divided by total equity. The Company's policy is to keep the net debt to equity ratio below 2. The Company includes within net debt, interest bearing loans and borrowings, less cash and short-term deposits.
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 borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March, 2026 and 31 March, 2025.
36. Employee Benefits
a) Defined contribution plans:
The Company makes contributions towards provident fund to defined contribution retirement benefit plan for qualifying employees. The provident fund contributions are made to Government administered Employees Provident Fund. Both the employees and the Company make monthly contributions to the Provident Fund Plan equal to a specified percentage of the covered employee's salary.
b) Defined benefit plan:
The Company has defined benefit gratuity plan for its employees. The employee who has completed five years or more of service is entitled to gratuity on termination of his employment at 15 days last drawn salary for each completed year of service. The scheme is funded. The present value of obligation in respect of gratuity is determined based on actuarial valuation using the Project Unit Credit Method as prescribed by Ind AS - 19. Gratuity has been recognised in the financial statement as per details given below:
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting year on government bonds. If the return on plan asset is below this rate, it will create plan deficit.
Interest risk:
A fall in the discount rate which is linked to the Government Security Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Longevity risk:
Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
The following table sets out the status of the gratuity plan and the amounts recognised in the Company's financial statements as at 31 March, 2026 and 31 March, 2025.
The above matters are currently being considered by the tax authorities with various forums and the Company expects the judgement will be in its favour and has therefore, not recognised the provision in relation to these claims. Future cash outflow in respect of above will be determined only on receipt of judgement & decision pending with tax authorities with various forums. The potential undiscounted amount of total payments for taxes that the Company may be required to make if there was an adverse decision related to these disputed demands of regulators as of the date reporting period ends are as stated above.
b) Disclosure as per Section 186 of the Companies Act, 2013
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
(i) Details of Investments made are given in Note 5.
(ii) Details of loans given by the Company are as follows:
41. Leases
A. Operating lease commitments - Company as lessee
The Company's lease asset classes primarily consist of leases for Office & Other Building. The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate.
The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.
The National Company Law Tribunal, Ahmedabad Bench ("NCLT”) vide its Order dated 12 June, 2025, has sanctioned the Scheme of Arrangement (Part III of "Schemel”) for transfer and vesting of "Marble & Quartz undertaking” of the Asian Granito India Limited to Amazoone Ceramics Limited , a whoiiy owned subsidiary (thereafter named as AGL Industries Limited) of the Company, on a going concern basis by way of slump sale with effect from the appointed date i.e. 16 October, 2023. Accordingly, the Company has accounted for the aforesaid demerger sanctioned by the NCLT, using the pooling of interest method retrospectively for the previous year presented in the financial statements as prescribed in Ind AS 103 - "Business Combinations”. Upon Part III of the Scheme 1 come into effect and in consideration for the Slump Sale of the Marbles & Quartz Undertaking, AGL Industries Limited shaii pay a consideration of ? 10,200.00 Lakhs to Asian Granito India Limited, in one or more tranches, with or without interest, within a period of not more than 7 years.
Also, the NCLT has sanctioned the Composite Scheme of Arrangement (Part II of "Scheme1”) for transfer and vesting of "Manufacturing undertaking” of the Affii Vitrified Private Limited ("Demerged Company 1”) and Ivanta Ceramics Industries Private Limited ("Demerged Company 2”) and Crystai Ceramic Industries Limited ("Demerged Company 3”) and Affii Ceramics Limited ("Resuiting Company 1”) and Ivanta Ceramic Limited ("Resuiting Company 2”) and Crystai Vitrified Limited ("Resuiting Company 3”). The transaction has been accounted in accordance with Ind AS 103 "Business Combinations” using practicai expedient. Accordingiy the Company has issued 3,32,08,905 shares of ? 10 each to "Demerged Company 1” sharehoiders, 3,19,33,333 shares of ? 10 each to "Demerged Company 2” sharehoiders and 1,97,24,095 shares of ? 10 each to "Demerged Company 3” sharehoiders.
Aiso, the NCLT has sanctioned the Composite Scheme of Arrangement (Part IV of "Scheme 1”) for amaigamation of Amazoone Ceramics Limited ("Transferee Company”) and AGL Industries Limited ("Transferor Company”). The transaction has been accounted in accordance with Ind AS 103 "Business Combinations” using practicai expedient. Accordingiy the Amazoone Ceramics Limited has issued 11,95,739 Optionaiiy Convertibie Preference Shares ("OCPS”) of ? 100 each (inciuding premium of ? 90 per OCPS) to the sharehoiders of AGL Industries Limited.
The certified copy of the said order has been fiied with Registrar of Companies on 01 Juiy, 2025 ("Effective Date”) and the Scheme is iegaiiy effective from 16 October, 2023 ("Appointed Date”). Accordingiy, the effect of the Scheme has been given in the financiai statements for the year ended 31 March, 2025 respectiveiy with effect from the Appointed Date.
45 The Board at its meeting dated 12 August, 2023 has approved the Scheme of Arrangement ("Scheme2”) for Demerger between Asian Granito India Limited, Adicon Ceramica Tiies Private Limited and Adicon Ceramics Limited and their respective sharehoiders and Creditors under Section 230 to 232 and other appiicabie provisions of the Companies Act, 2013.
The Hon'bie Nationai Company Law Tribunai (NCLT), Ahmedabad Bench, vide its finai order dated 17 February, 2026, approved the Composite Scheme of Arrangement (Scheme 2) amongst Asian Granito India Limited (the Company / Resuiting Company 1), Adicon Ceramica Tiies Private Limited (Demerged Company), and Adicon Ceramics Limited (Resuiting Company 2) and their respective sharehoiders and creditors under Sections 230 to 232 of the Companies Act, 2013. The Scheme became effective on 01 March, 2026, upon the fiiing of the certified copy of the NCLT Order in E-Form INC-28 with the Registrar of Companies (RoC), Ahmedabad. The Appointed Date for the transaction under the Scheme is 16 October, 2023. Pursuant to the impiementation of the Scheme and the transfer and vesting of the Tiies Manufacturing Undertaking of the Demerged Company into Resuiting Company 2 (a whoiiy-owned subsidiary of the Company), the Board of Directors of the Company by passing circuiar resoiution on 05 March, 2026, approved the aiiotment of 6,45,63,636 equity shares of face vaiue ?10 each to the eiigibie sharehoiders of the Demerged Company. Consequent to this aiiotment, the paid-up equity share capitai of the Company stands increased from ? 23,191.16 Lakhs (comprising 23,19,11,649 shares) to ? 29,64753 Lakhs (comprising 29,64,75,285 shares) during the year ended 31 March, 2026. These newiy aiiotted shares rank pari-passu in aii respects with the existing equity shares of the Company. The Company received
formal listing approvals from BSE Limited and the National Stock Exchange of India Limited (NSE) on 30 March, 2026 and trading approvals on April 08, 2026 for the newly issued 6,45,63,636 equity shares. The transaction has been accounted in accordance with Ind AS 103 "Business Combinations” using practical expedient. Accordingly the Company has issued 6,45,63,636 of ? 10 each to "Demerged Company 1” shareholders. Accordingly, the effect of the Scheme has been given in the financial statements for the year ended 31 March, 2025 respectively with effect from the Appointed Date.
46 The Government of India, with effect from 21 November, 2025, notified the Code on Social Security, 2020; the Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020; and the Code on Wages, 2019 (coiiectiveiy the "Labour Codes”), consolidating 29 existing labour taws. Based on the Company's internal assessment, there wiii be no material financial impact on the reported financial statements for the current year. The Company wiii continue to monitor any subsequent operationai guideiines and adjust its financiai estimates as necessary.
47 The Income Tax department had carried out a search operation at Company's business premises on 26 May, 2022. The company had made necessary disciosure to the stock exchanges in this regard on 31 May, 2022, in accordance with reguiation 30 of the SEBI (LODR) reguiation, 2015 (as amended). As on the date of issuance of these financiai statements, the Company has received various notices from the Income Tax Department against which the Company has fiied suitabie responses. Further, the Company had aiso received various order against which the Company has preferred an appeai. The Management beiieves that there is no materiai impact of the assessment order on the Company's financiai position as of 31 March, 2026, and its performance for the year ended on that date, as presented in these standaione financiai statements. However, due to the nature of compiexity of the matter, the finai outcome remains uncertain, making it currentiy impossibie for the management to determine the potentiai impact, if any, on the resuits reiated to this issue. The statutory auditors have issued as Emphasis of Matter in their audit report of the Standaione financiai statements for the year ended 31 March, 2026, highiighting this matter.
48 In the opinion of Board of Directors
(a) Current assets, non-current ioans and advances are reaiizabie in the ordinary course of business, at the vaiue at which they are stated.
(b) The provision for aii known iiabiiities are adequate and not in excess of the amount reasonabiy necessary.
49 Baiances of Trade receivabies, Trade payabies, ioans and advances are subject to confirmation from the respective parties.
50 Relationship with Struck off Companies
Detaiis of transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 are as foiiow:
52 Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or is pending against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) 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 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.
(v) The Company has not received any fund from any person(s) or entity(ies), 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.
(vi) The Company has 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).
53 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated through the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail being tampered with. Additionally, the audit trail has been preserved as per the statutory requirements for record retention.
54 Events occurring after the Balance Sheet Date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. There are no subsequent events to be recognized or reported that are not already disclosed.
55 The figures pertaining to previous periods have been regrouped and restated wherever necessary, to make them comparable.
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