h) Provisions, Contingent Liabilities & Contingent Assets and Commitments
i) Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are determined based
on management estimate of the amount required to settle the obligation at the Balance Sheet date. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset only when the reimbursement is certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement, if any.
ii) If the effect of the 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 recognised as a finance cost.
iii) Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because; it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
iv) A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Company does not recognize the contingent asset in its standalone financial statements since this may result in the recognition of income that may never be realised.
v) If it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.
vi) Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.
i) Income Taxes
The tax expense for the period comprises current and deferred tax.
Income Tax expense is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the other comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity respectively.
i) Current tax
Current tax is the amount of income taxes payable (recoverable) in respect of taxable profit (tax loss) for a period.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the end of the reporting period.
Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit for financial reporting purposes at the reporting date.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period, in which, the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.
The Company recognises a deferred tax asset arising from unused tax losses or tax credits only to the extent that the entity has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilised by the company.
The Company offsets deferred tax assets and deferred tax 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 taxation authority on either the same taxable entity which intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Withholding tax arising out of payment of dividends to shareholders under the Indian Income tax regulations is not considered as tax expense for the Company and all such taxes are recognised in the statement of changes in equity as part of the associated dividend payment.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
iii) Uncertain Tax Position
Accruals for uncertain tax positions require management to make judgments of potential exposures. Accruals for uncertain tax positions are measured using either the most likely amount or the expected value amount depending on which method the entity expects to better predict the resolution of the uncertainty. Tax benefits are not recognised unless the management based upon its interpretation of applicable laws and regulations and the expectation of how the tax authority will resolve the matter concludes that such benefits will be accepted by the authorities. Once considered probable of not being accepted, management review each material tax benefit and reflects the effect of the uncertainty in determining the related taxable amounts.
j) Share Based Payments
i) Employees of the Company’s receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That fair value determined at the grant date is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in which the performance and/ or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest.
ii) When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional
expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification.
iii) Where an award is cancelled by the Company’s or by the counterparty, any remaining element of the fair value of the award is expensed immediately through the statement of profit and loss.
iv) The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share
k) Foreign Currency Transactions
Transactions and balances
i) Transactions in foreign currencies are initially recorded at the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.
ii) Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalised as cost of assets.
l) Employee Benefit Expense
i) Short-Term Employee Benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.
Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company recognizes expected cost of short-term employee benefit as an expense, when an employee renders the related service.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long¬ term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/ losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.
ii) Post-Employment Benefits Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.
Defined Benefits Plans
The Company operates a defined benefit gratuity plan.
The cost of the defined benefit plan and other post¬ employment benefits and the present value of such obligations are determined using actuarial valuations being carried out at the end of each annual reporting period. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The liability in respect of gratuity and other post¬ employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the Standalone statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
• Net interest expense or income.
m) Revenue from contract with customers
i) Sales of goods
The Company derives revenue primarily from sale of Travel Bags, accessories and manufacturing of bags.
Revenue from contracts with customers is recognised when control of the goods is transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods. The control of the products is said to have been transferred to the customer when the products are delivered to the customer, the customer has significant risks and rewards of the ownership of the product or when the customer has accepted the product.
Revenue is stated net of goods and service tax and net of returns, chargebacks, rebates, estimated additional discounts and expected sales returns and other similar allowances. These are calculated on the basis of historical experience and the specific terms in the individual contracts. Revenue is only recognised to the extent that is highly probable that significant reversal will not accrue.
Revenue is measured at the amount of consideration which the Company expects to be entitled to in exchange for transferring distinct goods to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognised when it becomes unconditional.
The related liabilities at the reporting period are disclosed in ‘Other Liabilities’. The assumptions and estimated amounts of rebates/ discounts and returns are reassessed at each reporting period. The Company's obligation to repair or replace faulty products under the standard warranty term is recognised as a provision.
In determining the transaction price, the Company considers the effects of variable consideration, the existence of significant financing components, noncash consideration, and consideration payable to the customer (if any). The Company estimates variable consideration at contract inception until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Sales returns
The Company accounts for sales returns accrual by recording an allowance for sales returns concurrent with the recognition of revenue at the time of a product sale. This allowance is based on the Company’s estimate of expected sales returns.
With respect to established products, the Company considers its historical experience of sales returns, levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and the introduction of competitive new products, to the extent each of these factors impact the Company’s business and markets.
ii) Interest Income
Interest income from a financial asset is recognised using effective interest method.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
iii) Customer loyalty program reward points
Customer loyalty program reward points having a predetermined life are granted to customers when they make purchases. The fair value of the consideration on sale of goods resulting in such award credits is allocated between the goods supplied and
the reward point credits granted. The consideration allocated to the reward point credits is measured by reference to fair value from the standpoint of the holder and revenue is deferred. The Company at the end of each reporting period estimates the number of points redeemed and that it expects will be further redeemed, based on empirical data of redemption / lapses, and revenue is accordingly recognised.
iv) Contract balances Contract assets
A contract asset is the right to consideration in exchange for goods transferred to the customer. If the Company performs by transferring goods to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Trade Receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (n)(i) Financial instruments - initial recognition and subsequent measurement.
Contract Liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.
Costs to fulfil a contract i.e. freight, insurance and other selling expenses are recognised as an expense in the period in which related revenue is recognised.
n) Financial Instruments
A contract is recognised as a financial instrument that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
i) Financial Assets
Initial recognition and measurement
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them.
With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (l) Revenue from contracts with customers.
Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
All financial assets and liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting.
Subsequent measurement
For the purpose of subsequent measurement financial assets are classified into three categories:
• Financial assets at amortised cost (debt instruments)
• Financial assets at fair value through other comprehensive income (FVTOCI)
• with recycling of cumulative gains and losses (debt instruments)
• with no recycling of cumulative gains and losses upon derecognition (equity instruments)
• Financial assets at fairvalue through profit or loss
Financial assets carried at amortised cost
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Impairment of investments
The Company reviews it carrying value of investments carried at cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than it's carrying amount, the impairment loss is recorded in the Statement of Profit and Loss.
Financial assets at fair value through profit or loss (FVTPI)
A financial asset not classified as either amortised cost or FVTOCI, is classified as FVTPL.
Financial assets included within the fair value through profit or loss category are measured at fair value with all the changes in the profit or loss.
During the reporting period, there are no instruments under Fair Value through Other Comprehensive Income and Fair Value through Profit or Loss.
ii) Investment in Associate
The Company has elected to measure investment in associate at cost. On the date of transition, the carrying amount has been considered as deemed cost.
iii) Impairment of financial assets
In accordance with Ind AS 109, the Company applies ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
iv) Financial Liabilities
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables as appropriate.
All financial liabilities are initially recognised at fair value and in case of loans, borrowings and payables, net of directly attributable transaction cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified as:
• Financial liabilities at amortised cost (loans and borrowings)
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these.
v) Derecognition of Financial Instrument
A financial asset is primarily derecognised (i.e., removed from the Company’s balance sheet) when:
(1) The contractual rights to receive cash flows from the asset have expired, or
(2) The Company has transferred its rights to receive contractual cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement, and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in OCI and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
vi) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the Standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
o) Impairment of non-financial assets
i) The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called Cash Generating Units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs. The goodwill on business combinations is tested for impairment annually.
ii) The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash-generating unit for which the estimates of future cash flows have not been adjusted.
iii) The carrying amounts of the Company’s non¬ financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated in order to determine the extent of the impairment loss, if any.
iv) An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount.
v) The impairment loss recognised in prior accounting period is assessed at each reporting date for any indications that the loss has decreased or no longer exists and is reversed if there has been a change in the estimate of recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
p) Current and Non-current classification
The Company presents assets and liabilities in the Balance Sheet based on current / non-current classification.
i) An asset is treated as current when it is:
(1) Expected to be realised or intended to be sold or consumed in normal operating cycle;
(2) Held primarily for the purpose of trading;
(3) Expected to be realised within twelve months after the reporting period, or
(4) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
ii) A liability is current when:
(1) It is expected to be settled in normal operating cycle;
(2) It is held primarily for the purpose of trading;
(3) It is due to be settled within twelve months after the reporting period, or
(4) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified 12 months as its operating cycle.
q) Earnings Per Share
i) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a right issue to existing shareholders.
ii) For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
iii) The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the financial statements by the Board of Directors.
r) Dividend
The Company recognises a liability to pay dividend to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
s) Cash and Cash equivalents
i) Cash and Cash equivalents in the balance sheet comprise cash at banks and on hand, short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
ii) Statement of Cash Flows is prepared in accordance with the Indirect Method prescribed in the Indian Accounting Standard-7 'Statement of Cash Flows'.
t) Operating Segments
The operating segments are identified on the basis of business activities whose operating results are regularly reviewed by the Chief Operating Decision Maker of the Company and for which the discrete financial information is available.
u) Investment in associates
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The Company’s investments in its associates are accounted at cost less impairment.
Impairment of investments
The Company reviews its carrying value of investments carried at cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is recorded in the Statement of Profit and Loss.
When an impairment loss subsequently reverses, the carrying amount of the Investment is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the cost of the
Investment. A reversal of an impairment loss is recognised immediately in Statement of Profit or Loss.
v) Scheme of Merger
Business Combination involving entities or businesses under common control shall be accounted for using the pooling of interest method are as follows:
- The assets and liabilities of the combining entities are reflected at their carrying amounts.
- No adjustments are made to reflect the fair values, or recognise new assets or liabilities. Adjustments are made to harmonise accounting policies.
- The financial information in the financial statements in respect of prior periods is restated as if the business combination has occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.
w) Exceptional items
Exceptional items refer to items of income or expense, including tax items, within the statement of profit and loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Company.
3. New and amended standards
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2024 dated 12th August, 2024 notifying Ind AS 117 - Insurance Contracts. The company does not have any insurance contracts to which Ind AS 117 will apply.
4. Critical Accounting Judgments and key sources of estimation uncertainty
The preparation of the revised financial statements in conformity with the Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and the accompanying disclosures as at date of the financial statements and the reported amounts of the revenues and expenses for the years presented. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates under different assumptions and conditions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
a) Revenue Recognition
The Company’s contracts with customers include promises to transfer goods to the customers. Judgement is required to determine the transaction price for the contract.
The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as schemes, incentives and cash discounts, among others. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each year.
b) Estimation of rebates, discounts and sales returns.
The Company’s revenue recognition policy requires estimation of rebates, discounts and sales returns. The company has varied number of rebates/discount schemes offered which are primarily driven by the terms and conditions for each scheme including the working methodology to be followed and the eligibility criteria for each of the scheme. The estimates for rebates/discounts need to be based on evaluation of eligibility criteria and the past trend analysis. The company estimates expected sales returns based on a detailed historical study of past trends.
c) Depreciation / amortisation and useful lives of property plant and equipment / intangible assets
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation / amortisation to be recorded at each year end.
The useful lives and residual values are based on the Company’s historical experience with similar assets and take into account anticipated technological changes. The depreciation / amortisation for future periods is revised if there are significant changes from previous estimates.
d) Recoverability of trade receivable
Judgements are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.
e) Net realisable value of inventories
The selling prices of inventory are estimated to determine the net realisable value of inventory. Historical sales patterns and post year end trading performance are used to determine these.
The Company writes down inventories to net realisable value based on an estimate of the realisability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not realise. The identification of write¬ downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such estimate has been changed.
f) Leases
Management exercises judgement in determining the lease term of its lease contracts. Within its lease contracts, in respect of its Retail business.
g) Provisions
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgment to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances.
h) Estimation of defined benefit obligation
The Company provides defined benefit employee retirement plans. The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate, salary escalation rate, attrition rate and mortality rate. Any changes in these assumptions will impact the carrying amount of such obligations.
The Company determines the appropriate discount rate, salary escalation rate and attrition rate at the end of each year. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability and attrition rate and salary escalation rate is determined based on the company's past trends adjusted for expected changes in rate in the future.
i) Impairment of non-financial assets
The Company assesses the chances of an asset getting impaired on each reporting date. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of fair value less costs of disposal of an asset or Cash Generating Unit (CGU) and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
j) Impairment of financial assets
The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.
b. The Company determines that a contract is or contains a lease, if the contract conveys right to control the use of an identified asset for a period of time in exchange for a consideration. At the inception of a contract which is or contains a lease, the Company recognizes lease liability at the present value of the future lease payments for non-cancellable period of a lease which is not short term in nature except for lease of low value items. The future lease payments for such non-cancellable period is discounted using the Company’s incremental borrowing rate. Lease payments include fixed payments. The Company also recognizes a right of use asset which comprises of amount of initial measurement of the lease liability. Right of use assets is amortized over the period of lease.
c The Company has not revalued any of its Property, plant and equipments during the year.
d On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS 101-First Time Adoption; to continue with the carrying value of all Property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.On transition to Ind AS (i.e. 1 April 2020), the Company has elected to continue with the carrying value of all Property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.
4.3 There is no project whose completion is overdue or has exceeded its cost compared to its original plan during the financial year 2024-25.
a Asset under construction
Capital work in progress as at 31 March 2025 comprises expenditure for the manufacturing unit in the course of construction which commenced in April 2024 and is expected to be completed in June, 2025. Total amount of CWIP is H 2,295 Lakhs (31 March 2024: Nil), including Borrowing costs H 46.46 Lakhs (31 March 2024 : Nil). The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.9%, which is the effective interest rate of the specific borrowing.
b Land and buildings
The Term Loan availed for construction of the manufacturing unit, forming part of the Capital work-in-progress, is secured by charges as detailed in Note 21.1
5.2 The Company’s investment property consists of commercial plot of land in India.
5.3 The Company has no restrictions on the realisability of its investment properties and no restrictions on the remittance of income and proceeds of disposal.
5.4 Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by competent values who in the opinion of Management of the Company, posses recognised and relevant professional qualification and have recent experience in the location and category of the investment property being valued. The main inputs used are location and locality, supply and demand, local nearby enquiry and market feedback of investigation.
5.5 Fair valuation of Property is H 101.44 Lacs. The fair value measurement is categorised in level 3 fair value hierarchy.
5.6 Useful life of land and plots is indefinite and hence not depreciated.
a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.
b. All the additions done during the year are acquired separately and are not internally developed
c. There are no restrictions over the title of the Company's intangible assets, nor are any intangible assets pledged as security for liabilities.
d. On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS 101-First Time Adoption; to continue with the carrying value of all Intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of Intangible assets.
11.1 Inventory consists of raw materials, finished goods, work in progress, and stores and spares and is measured at the lower of cost and net realisable value. The cost of inventories of items that are not ordinarily interchangeable are assigned by using specific identification of their individual costs. Cost of stock-in-trade includes cost of purchases and other costs incurred in bringing the inventories to its present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs necessary to make the sale.
11.2 Carrying amount of inventory hypothecated to secure working capital facilities of H 7614.46 Lakhs (Previous year H 6465.89 Lakhs).
11.3 The details of charge created on stocks, book debts and other current assets are as per Note 21.1 and 25.2
12.1 The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account risk factors and historical data of credit losses from various customers.
12.2 No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
12.3 Trade receivables are non-interest bearing. In March 2025, INR 52.61 Lakhs (March 2024: INR 41.88 Lakhs) was recognised as provision for expected credit losses on trade receivables.
Nature and purpose of each reserve
20.1 Securities premium - The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. It is utilised in accordance with the provisions of the Companies Act, 2013.
20.2 General reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. The retained earnings represent the net surplus of income over expenses. It is part of free reserves of the Company.
20.3 Capital Reserve: This reserve arises as a result of business combinations accounted for under the pooling of interests method as per applicable accounting standards. It represents the difference between the net assets taken over and the consideration paid in case of merger, where the net assets exceed the purchase consideration. This reserve is not a free reserve and is not available for distribution as dividend.
20.4 Share forfeiture reserve: This reserve is created from the amount originally paid by shareholders on shares that were subsequently forfeited due to non-payment of call money or other reasons. The amount remains with the company and may be adjusted against reissue of forfeited shares. It is considered a capital reserve and is not available for dividend distribution.
20.5 Share Based Payment Reserve: The reserve is created on account of equity share settled options granted to the employees of the Company.
20.6 The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
20.7 Share options outstanding account
The Company has two share option outstanding account under which options to subscribe for the Company’s shares have been granted to certain executives and senior employees.
The share-based outstanding account is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 47 for further details of these plans.
21.1 Security:
A. Loans from Axis Bank Ltd. Indore are secured by First Parri Passu Charge on Primary as well as Collateral Security.
Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in
progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both
present and future.
Collateral Security : First Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001 Owned by IFF Overseas Private Limited.
2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd. 3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by Brand Concepts Limited."
B. Loans from HDFC Bank, Indore are secured by Second Parri Passu charge on Primary as well as Collateral Securities.
Primary Security : Primary Security: Stock & book debts, LIC Policy
Collateral Security : Second Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001 Owned by IFF Overseas Private Limited.
2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd. 3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by Brand Concepts Limited.
C. All Vehicle Loans from Kotak Mahindra Bank,ICICI Bank and Bank of Baroda are secured against hypothication of
respective vehicles.
Note 25 Borrowings (Current)(Contd..)
25.2 Security Details
A. Loans repayable on demand from Axis Bank Ltd. Indore is secured by First Parri Passu Charge on Primary as well as Collateral Security.
Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both present and future.
Collateral Security : First Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001 Owned by IFF Overseas Private Limited.
2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd. 3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by Brand Concepts Limited.
B. Loans repayable on demand from HDFC Bank, Indore are secured by Second Parri Passu charge on Primary as well as Collateral Securities.
Primary Security : Primary Security: Stock & book debts, LIC Policy Collateral Security : Second Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, GramMusakhedi, Indore - 452001 Owned by IFF Overseas Private Limited.
2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd. 3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by Brand Concepts Limited.
Terms and Conditions Sales:
The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For the year ended 31 March 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.
Purchases:
The purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course of business. Purchase transactions are made on normal commercial terms and conditions and market rates.
Rent & Designing Charges
The rent & designing charges paid to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course of business
The transactions other than mentioned above are also in the ordinary course of business and at arms’ length basis.
Note 46 Contingent Liabilities And Commitments
46.1 Contingent Liabilities
a. Claims against the company not acknowledged as debt : Nil
b. Guarantees excluding financial guarantees :
i) Bank Guarantee of H 900 lakh in favour of Canteen Stores Department (CSD) as per their requirement. This guarantee does not invlove an outflow of resources at the time of issuance but represents a contingent liability, dependent on future events. As of the reporting date, there has been no claim against this guarantee.
ii) Bank Guarantee of H 0.46 lakhs given to Custom Department (H 0.46 lakhs as at March 31, 2024)
c. Other money for which the contingently liable:
i) Income Tax cases in appeals pending before Commissioner (Appeals) as at March 31, 2025 is H 72.62 lakhs and as at March 31, 2024 is H 103.19 lakhs.
ii) Custom Duty as at March 31, 2025 is H 1,696.95 lakhs and as at March 31, 2024 is H 1,696.95 lakhs.
iii) Company had received an order from Commissioner of Customs, NS-V/CAC/JNCH against the demand cum show cause notice under Section 28(4) read with section 124 of the Custom Act, 1962 served from the Directorate of Revenue Intelligence (DRI) for short payment of duty due to non-inclusion of certain payments to vendors for determining assessable value for payment of Custom Duty. The Company has filed the Appeal to the CESTAT and the Company is confident that its position will likely be upheld in the appellate process against the above demand.
iv) Sales Tax Demand in Appeal as at March 31, 2025 is H 98.68 lakhs and as at March 31, 2024 is H 111.47 lakhs. Amount deposited against appeal as at March 31, 2025 is H 31.48 lakhs and as at March 31, 2024 is H 36.67 lakhs.
46.2 Commitments
a. Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2025
is H 337.13 lakhs and as at March 31, 2024 is H 16.86 lakhs.
b. Other Commitments:
The Company has committed to purchase of stock as at March 31, 2025 of H 2,960 lakhs and as at March 31, 2024
is H 2,618 lakhs.
Note 47 Capital Management
The Company’s capital management objectives are:
(a) to ensure the Company’s ability to continue as a going concern; and
(b) to provide an adequate return to shareholders through optimization of debts and equity balance.
The Company monitors capital on the basis of the carrying amount of debt less cash and cash equivalents, bank balances (excluding earmarked balances with banks.
Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meeting investment requirements.
Proactively manage group exposure in forex, interest and commodities to mitigate risk to earnings.
Leverage optimally in order to maximize shareholder returns while maintaining strength and flexibility of the Balance sheet.
This framework is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment.
Note 48 Fair Value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.
In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques. Fair Value Hierarchy
The Company determines fair values of its financial instruments according to the following hierarchy:
Level 1 - valuation based on quoted market price: financial instruments with quoted prices for identical instruments in active markets that the Company can access at the measurement date.
Level 2 - valuation using observable inputs: financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable.
Level 3 - valuation technique with significant unobservable inputs: financial instruments valued using valuation techniques where one or more significant inputs are unobservable.
This note describes the fair value measurement of both financial and non-financial instruments.
Note 48 Fair Value measurement (Contd..)
Valuation framework
The Company has an internal fair value assessment team which assesses the fair values of assets qualifying for fair valuation. The Company’s valuation framework includes:
• Benchmarking prices against observable market prices or other independent sources;
• Development and validation of fair valuation models using model logic, inputs, outputs and adjustments.
• Use of fair values as determined by the derivative counter parties.
These valuation models are subject to a process of due diligence and validation before they become operational and are continuously calibrated. These models are reviewed and validated by various units of the Company including risk, treasury and finance. The Company has an established procedure governing valuation which ensures fair values are in compliance with accounting standards.
Valuation methodologies adopted
Fair values of financial assets, other than those which are subsequently measured at amortised cost, have been arrived at as under:
• Fair values of investments held under FVTPL have been determined under level 1 using quoted market prices of the underlying instruments;
• Fair values of investments in unquoted equity instruments designated under FVOCI have been measured under level 3 at fair value based on a discounted cash flow model.
• Fair values of investments in unquoted equity instruments designated under FVOCI have been measured under level 3 at fair value based on a discounted cash flow model.
• Derivative financial instrument i.e. All future cashflows in the contract are discounted to present value using these forward rates to arrive at the fair value as at reporting date.
The Company has determined that the carrying values of cash and cash equivalents, bank balances, trade receivables, short term loans, floating rate loans, trade payables, short term debts, borrowings, bank overdrafts and other current liabilities are a reasonable approximation of their fair value and hence their carrying values are deemed to be fair values. These are classified as Level 3 fair value hierarchy due to inclusion of unobservable inputs including counterparty credit risk.
The Company assessed that cash and cash equivalents, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
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."
Note 49 Financial Risk Management:
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.
49.1 Credit Risk
Credit risk is the risk that a customer or counterparty to a financial instrument fails to meet its contractual obligations causing financial loss to the company. Credit risk arises mainly from the outstanding receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to which the Company grants credit terms in the normal course of business.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices.
Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long term debt.
The Company is exposed to market risk primarily related to foreign exchange rate risk.
Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.
49.3 Foreign exchange risk:
The Company’s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company’s costs of imports, primarily in relation to goods.
Note 50 Employee benefit plans:
A Defined Contribution Plans
Contributions are made to Regional Provident Fund (RPF), Family Pension Fund, Employee State Insurance Scheme (ESIC) and other funds which covers all regular employees)
While both the Employees and the Company make predetermined contributions to the Provident Fund and ESIC, contribution to the Family Pension Fund and other Statutory Funds are made only by the Company.
The contributions are normally based on a certain percentage of the Employee's salary.
Amount recognised as expense in respect of these defined contribution plans, aggregate to INR 206.56 Lacs (March 31, 2024: INR 149.01 Lacs)
B Defined Benefit Plans
The Company has following post employment benefits which are in the nature of defined benefit plans:
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan is a Funded plan administered by the Company .
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date.
The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability/(asset) are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligations recognized in other comprehensive income.
Actuarial Valuation Method
The valuation has been carried out using the Project Unit Credit Method as per Ind AS 19 to determine the present value of defined benefit obligations and the related current service cost, and, where applicable, past service cost. It should be noted that the valuations do not affect the ultimate cost of the plan, only the timing of when the benefit costs are recognized.
Description of Risk Exposures
Valuations are performed based on a certain basic set of pre-determined assumptions and other regulatory frameworks,
which may vary over time. Thus, the company is exposed to various risks in providing the above gratuity benefit, which
are as follows:
i) 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.
ii) 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.
iii) 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.
iv) 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.
Note 51 Employee share based payment plans:
51.1 The Company has Employee Stock Option Scheme,i.e , ESOP Scheme - 2020 under which options have been granted. Total Number of options available under this scheme is 2,14,140 (Total Option Pool under scheme 5,29,140) out of which company has offered 1,08,000 options with 3 different vesting periods this year.
The exercise price of the share options is equal to the market price of the underlying shares on the date of grant.
The fair value of the share options is estimated at the grant date using a Black Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted.
Reasons for material discrepancies : Debit note and Credit notes related to Purchase and sales are finalized after the submission of monthly statements. Monthly statements are submitted within 10 days of subsequent month; hence, any such adjustments made afterwards are not reflected in that period, leading to discrepancies. Additionally, the reversal of Goods in transit is carried out on a quarterly basis, which results in differences when comparing monthly statements. Furthermore, the variance recorded in the books includes trade payables for goods, Operational expenditure (Opex) & Capital Expenditure (Capex), whereas the stock statements consider trade payables related to goods only.
2 The Company has not granted any loans or advances in the nature of loans to promoters, directors and KMPs, either severally or jointly with any other person.
3 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
4 No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
5 No proceedings have been initiated or pending against Company for holding any Benami Property under Prohibitions of Benami Transactions Act,1988 (Earlier titled as Benami transactions (Prohibitions) Act,1988.
6 The Company is not declared a wilful defaulter by any Bank or Financial Institution or any other lender.
7 The Company has no transaction with struck off companies under section 248 of the Companies Act,2013 or under section
530 of Companies Act,1956.
8 No charges of satisfaction are pending for registration with the Registrar of Companies (ROC).
9 The Company has no Subsidiary therefore the clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017 is not applicable.
10 The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
11 The title deeds of Immovable Property are held in the name of the Company.
12 The Company has not revalued its Property, Plant and Equipment during the year.
13 The Company has not revalued its Intangible Assets during the year.
14 The amount borrowed from Banks and Financial Institution have been used for the specific purpose for which it was sanctioned.
Note 53 Rounding off
The figures appearing in financial statements haves been rounded off to the nearest Lakhs, as required by General Instructions for preparation of Financial Statements in Division II Schedule III to the Companies Act,. 2013.
Note 54 Operating Segments
In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated Ind AS financial statements, and therefore, no separate disclosure on segment information is given in these financial statements. The Company has identified "Travel Gear and related accessories" as the single operating segment for the continued operations in the standalone and consolidated financial statement as per IndAS 108- Operating Segments.
Note 56 Business Combination
i) Merger of IFF Overseas Private Limited with Brand Concepts Limited in accordance with Appendix C- Business Combinations of Entities under Common Control of Ind AS 103, Businness Combinations.
The Board of Directors of the Company approved the Scheme of Merger (the ‘Scheme’) for merger of the Company with IFF Overseas Private Limited (Transferor Company) at its meeting held on 09th November, 2023. The Scheme of Merger was sanctioned by the Hon'ble National Company Law Tribunal, Indore Special Bench which was served on the Transferee Company subsequent to the adoption of the financial statements for the year ended 31st March, 2025 by its Board. The Appointed Date as per the approved Scheme is 1st April, 2024. The accounting treatment pursuant to the Scheme has been given effect to as per Appendix C- Business Combinations of Entities under Common Control, of Ind AS 103 "Business Combination" by the Transferee Company and the Transferor Company, being entities under common control. All assets and liabilities (including reserves), rights and obligation of the Transferor Company have been vested with the Transferee Company with effect from 01 April, 2024 and have been recorded at respective carrying amount as per the "Pooling of Interest Method". Further, the financial information in respect of the corresponding preceeding year 2023-24 has also been restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, as required by the said Appendix-C.
On receipt of the certified copy of the order dated 09 May, 2025 from National Company Law Tribunal, Indore Special Bench sanctioning the Scheme, and upon filing the same with Registrar of Companies on 02nd June, 2025 the Scheme has become effective. Accordingly, the revision to standalone financial statements for the year ended on 31st March, 2025 have been carried out solely for giving effect of above referred merger and no additional adjustments have been carried out for any other events occurring after 15 May 2025 (being the date when the financial statements were first approved by the Board of Directors of the Company).
Upon the Scheme becoming effective, the entire share capital of the Transferor Company shall stand cancelled and extinguished. In consideration thereof, the Transferee Company shall issue and allot to them equity shares of the Transferee Company of face value ^10/- (Rupees Ten only) each, fully paid-up, in the proportion of 100 (One Hundred) equity shares of the Transferee Company for every 353 (Three Hundred Fifty-Three) equity shares held in the Transferor Company. If any member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the Equity Shares by the Transferee Company, the Board of the Transferee Company shall ignore such fraction and no shares shall be allotted in respect of such fractional entitlements by the Transferee Company which may arise as a result of the shareholding of the members of the Transferor Company on the basis of the Share Exchange Ratio. Such treatment of fractional entitlement is not prejudicial to the interest of the public shareholders of the Transferee Company.
The difference between net identifiable assets acquired and consideration paid on account of merger has been accounted as Capital Reserve amounting to H 304.63 lakhs.
Note 57 Approval of Financial Statements
The Revised Financial Statements were approved for issue by Board of directors in its meeting held on 1st August, 2025. As per our report of even date
For Fadnis & Gupte LLP For and on behalf of the Board of Directors of
Chartered Accountants Brand Concepts Limited
FRN : 006600C / C400324
CA. Bhavika Chandwani Abhinav Kumar Prateek Maheshwari
Partner (M.No. 440574) (CFO & Whole Time Director) (Managing Director)
DIN (06687880) DIN (00039340)
Place: Indore Swati Gupta
Date: August 01, 2025 (Company Secretary & Compliance Officer)
M. No. (A 33016)
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