17.1 Authorised share capital
(a) The Authorised Share Capital of the Company was further increased to ' 1,26,00,00,000/- (Rupees One Hundred and Twenty Six Crores only) divided into 22,20,00,000 equity shares of face value ' 5 (Rupees Five only) each and
75.00. 000 Preference Shares of face value ' 20 (Rupees Twenty Only) each in the extra ordinary general meeting of the members held on June 26, 2024.
(b) Pursuant to the Composite Scheme of Arrangement as detailed in Note 42:
(a) the 75,00,000 Compulsorily Convertible Preference Shares of '20 each, aggregating to '1,500 lakhs, comprised in the authorised share capital of the Company as at 31 March 2025 have been reclassified into 3,00,00,000 equity shares of '5 each,
(b) upon the amalgamation of WPL with the Company, the authorised share capital of WPL of ' 1,400 lakhs (1,40,00,000 equity shares of '10 each) stood transferred to and combined with the authorised share capital of the Company and was reclassified into 2,80,00,000 equity shares of '5 each, without payment of any further fees or stamp duty, the same having already been paid by WPL and the capital clause of the Memorandum of Association has been substituted accordingly.
The authorised share capital of the Company as at 31 March 2026 therefore stands at '14,000 lakhs divided into
28.00. 00.000 equity shares of '5 each.
The authorised share capital disclosed as at 31 March 2025 reflects the position existing prior to the effectiveness of the Scheme.
17.2 Rights, preferences and restrictions attached to equity shares
(a) Voting rights
The Company's has one class of equity shares having a par value of ' 5 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their share.
(b) Dividend distribution rights:
The Company in its general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board of Directors.
Subject to the provisions of section 123 of the Companies Act, 2013, the Board of Directors may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company.
(c) Issue of equity shares through Qualified Institutional Placement (QIP)
On July 05, 2024, the Company successfully completed a capital raising exercise through a Qualified Institutional Placement (QIP), in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and pursuant to the approval of the Board on May 29, 2024 and the Shareholders through EGM conducted on June 26, 2024. Pursuant to the QIP, the Company issued and allotted 86,54,000 (Eighty-Six Lakh Fifty-Four Thousand only) equity shares of face value '5/- (Indian Rupees Five Only) each (Equity Shares) at an issue price of '852/- (Indian Rupees Eight Hundred Fifty-Two Only) per Equity Share (including a premium of '847/- per Equity Share), aggregating to a total sum of '73,732.08 lakhs. The Equity Shares so issued and allotted under the QIP rank pari-passu in all respects with the existing Equity Shares of the Company. The proceeds of the QIP have been utilized in accordance with the objects of the issue as disclosed to the stock exchanges, other than the unutilized portion which has been temporarily deployed and pending utilization, and in compliance with applicable provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018 and other applicable laws.
17.6 During the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
- No class of shares were allotted as fully paid up pursuant to contract without payment being received in cash other than:
During the year ended March 31,2024, the Company had converted the CCPS into equity shares, issuing a total of 1,72,30,034 equity shares to CCPS holders.
- No class of shares were bought back by the Company.
- During the financial year ended March 31,2023, the Company had, via Shareholders' approval, utilised a sum of ' 97,49,00,000/- out of the Company's retained earnings and such amounts was transferred to the share capital account and applied for issue and allotment of :
- 6,49,90,000 equity shares of face value ' 10/- each ("Equity Shares”) of the Company as bonus shares credited as fully paid-up, in the proportion of 6499:1, i.e. 6,499 (Six Thousand Four Hundred and Ninety Nine) new Equity Share for every 1 (One) Equity Shares held on September 22, 2022 and allotted via Board meeting held on September 22, 2022 for NIL consideration and
- 6,50,00,000 equity shares of face value ' 5/- each ("Equity Shares”) in the proportion of 1:2, i.e. 1 (One) new Equity Share for every 2 (Two) Equity Shares held on February 24, 2023 and allotted via Board meeting held on March 27, 2023 for NIL consideration.
23.1 Details of fair value of the liabilities is disclosed in note 41.
23.2 The Company has reclassified an amount of Rs 403.58 lakhs (March 31,2025: Rs 437.54 lakhs) from Trade Payable to Other financial liabilities- Current in previous period representing outstanding employee liabilities in line with recent EAC opinion issued by ICAI on the classification and presentation of accrued wages and salaries to employees. The above changes do not impact recognition and measurement of items in the financial statements, and, consequentially, there is no impact on total equity and/ or profit (loss) for the current or any of the earlier periods. Nor there is any material impact on presentation of cash flow statement. Considering the nature of changes, the management believes that they do not have any material impact on the balance sheet at the beginning of the comparative period and, therefore, there is no need for separate presentation of third balance sheet.
23.3 There are no amounts due for payments to investor education protection fund under 125 of Companies Act , 2013 at the year end.
36.1 The Company did not expect any outflow of economic resources in respect of the above and therefore no provision was made in respect thereof.
36.2 Contingent liabilities under civil matters pertains to cases pending before metrology forum relating to disclosure of weight mention and measurement standards of products
37 Segment information
In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.
38 Employee benefit plans
38.1 Defined contribution plans:
The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to provident fund represents the value of contributions payable during the period by the Company at rates specified by the rules of provident fund. The only amounts included in the balance sheet are those relating to the prior months contributions that were not paid until after the end of the reporting year.
(a) Provident fund and pension
In accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India (GOI). The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company.
(b) Defined benefit plans:
Gratuity
The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering all employees. The plan provides for lump sum payment to vested employees at retirement or at death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company makes annual contributions to gratuity fund managed by Kotak Mahindra Life Insurance Company Limited.
The most recent actuarial valuation of the present value of the defined benefit obligation was carried out for the year ended March 31,2026 by an independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) 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.
(2) Interest rate risk
A fall in the discount rate which is linked to the G.Sec. 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.
(3) 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 period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
40.3 Financial risk management objectives
The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support the Company's operations. The Company's principal financial assets comprise cash and bank balances, trade and other receivables that are derived directly from its operations.
The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company's senior management team oversees the management of these risks. The Board of Directors review and agree policies for managing each of these risks, which are summarised below:
(i) Market risk
Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings.
The sensitivity of the relevant 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 March 31,2026 and March 31,2025.
a. Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company's borrowings comprise of loans from related parties which are either interest free or bear fixed rate of interest.
The Company does not have any borrowing carrying variable rate of interest and accordingly, it does not have any interest rate risk.
b. 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's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities denominated in foreign currency and thus the risk of changes in foreign exchange rates relates primarily to trade payables and receivables.
The year end unhedged foreign currency exposures are given below:
c. Product price risk
In a potentially inflationary economy, the Company expects periodical price increases across its product lines. Product price increases which are not in line with the levels of customers' discretionary spends, may affect the business/ sales volumes. In such a scenario, the risk is managed by offering judicious product discounts to customers to sustain volumes. The Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the customers. This helps the Company to protect itself from significant product margin losses. This mechanism also works in case of a downturn in the retail sector, although overall volumes would get affected.
(ii) Credit risk management
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
a. Trade receivables
The Company has adopted a policy of only dealing with counterparties that have sufficient credit rating. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company has applied a simplified approach under Expected Credit Loss (ECL) model for measurement and recognition of impairment losses on trade receivables.
b. Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.
c. Financial guarantees
The Company has not provided any financial guarantees as corporate guarantees to financial institutions and banks that have extended credit facilities to the Company's related party/subsidiary. Hence, the Company does not foresee any significant credit risk exposure.
(iii) Liquidity risk management
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis. The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs.
The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents and other bank balances approximates to their fair values, due to their short term nature.
41.2 Fair value of financial assets and financial liabilities that are measured at amortised cost:
The management believes the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.
41.3 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 by the Company are given in Note 8 in the financial statement.
(ii) Details of loan given to subsidiary company is provided in Note 9 in the financial statement.
42 Business Combination
The Board of Directors of the Company in its meeting held on November 12, 2024 approved the Composite Scheme of Arrangement (the "Scheme”) amongst Wim Plast Limited ("WPL”), Cello Consumer Products Private Limited ("CCPPL”) and the Company, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme was sanctioned by the Hon'ble National Company Law Tribunal, Ahmedabad Bench vide its order dated May 14, 2026 and has become effective from the Appointed Date, i.e. April 01,2025, upon filing of the certified copy of the order passed by the NCLT with the relevant Registrar of Companies on May 27, 2026.
Pursuant to the Scheme: (a) the Manufacturing Business of WPL has been demerged into CCPPL, a wholly owned subsidiary of the Company; and (b) the Remaining Business of WPL has been amalgamated with the Company, and WPL stands dissolved without winding up.
Consequent to the Scheme coming into effect, the Company shall allot, to the shareholders of WPL (other than the Company) as on the Record Date of June 9, 2026, 29,75,909 equity shares of '5 each in the ratio of 55 equity shares for every 100 equity shares of '10 each of WPL towards the demerger, and 16,77,330 equity shares of '5 each in the ratio of 31 equity shares for every 100 equity shares of '10 each of WPL towards the amalgamation, aggregating 46,53,239 equity shares of '5 each. Pending such allotment, the same has been disclosed as "Share pending issuance” within equity as at 31 March 2026 and is not included in the issued, subscribed and paid-up equity share capital (refer note 19).
Accounting Treatment
The amalgamation has been accounted for under the "Pooling of Interests” method as laid down in Appendix C -"Business combinations of entities under common control” of Ind AS 103, notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, the combining entities being under common control. Accordingly, the comparatives have been restated, including the consequential impact on earnings
per share for the Share pending issuance, to give effect to the Scheme from the beginning of the previous year, being April 01,2024.
The inter-company loans and advances, other dues, receivables and payables outstanding between the Company and WPL shall stand cancelled and there shall be no further obligation /outstanding in that regard.
The difference between the carrying value of the assets, liabilities and reserves of the Remaining Business of WPL taken over and the consideration, after giving effect to the cancellation of the Company's investment in WPL attributable to the Remaining Business and the equity shares to be issued pursuant to the Scheme, has been transferred to Retained Earnings in accordance with the Scheme.
In addition, pursuant to the Scheme, the authorised share capital of the Company stands increased by '1,400 lakhs, being the authorised share capital of WPL, which stood transferred to and combined with the authorised share capital of the Company (refer note 17.1).
42.1 Deemed investment in CCPPL
In respect of the demerger of the Manufacturing Business of WPL into CCPPL, a wholly owned subsidiary, the consideration has been discharged by the Company through the issue of its own equity shares. Accordingly, the 29,75,909 equity shares of '5 each to be issued by the Company in respect of the demerger are regarded as having been issued on behalf of CCPPL, and the value thereof, aggregating ' 47,353.52 lakhs, has been recognised as a deemed investment in CCPPL under the head "Investments” in accordance with the Scheme and in accordance with Accounting Standards.
44 Additional regulatory information as required by Schedule III to the Companies Act, 2013
a. The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
b. The Company has not traded or invested in Crypto currency or Virtual Currency during reporting year and previous year.
c. During the year, the Composite Scheme of Arrangement amongst Wim Plast Limited, Cello Consumer Products Private Limited and the Company has been sanctioned by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, being the Competent Authority, in terms of Sections 230 to 237 of the Companies Act, 2013 vide its order dated May 14, 2026, and has become effective from the Appointed Date i.e. April 1, 2025. The effect of the said Scheme of Arrangement has been accounted for in the books of account of the Company in accordance with the Scheme. (refer note 42)
d. The Company had no transactions with Companies struck off under Companies Act, 2013 or Companies Act, 1956 nor there are any outstanding balances at end of reporting year and previous year.
e. 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.
f. 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
g. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
h. The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.
i. Details of loans or advances to promoters, directors, KMPs and related parties, either severally or jointly with any other person, that are (a) repayable on demand or (b) without specifying any terms or period of repayment, are disclosed in note 9.
j. There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
44.1 Audit Trail
The Company uses SAP S/4 HANA as its accounting software for maintaining its books of account which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.
Further, the Company has been maintaining daily backup of books of accounts and other records, on servers physically located in India throughout the year.
44.2 Code of Social Security, 2020
On 21 November 2025, the Government of India notified the four Labour Codes-the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively "”new Labour Codes””)- consolidating 29 existing labour laws.
The incremental impact of the new Labour Codes on retiral benefits amounting to Rs. 198.13 Lakhs, for the year ended March 31,2026 has been presented as "''Exceptional Items”” in the standalone financial statements.
45 Significant events after the reporting period
a. The Board of Directors has recommended distribution of Final Dividend at rate of 30 % i.e. ' 1.50 per equity share (For financial year 2024-25 : ' 1.50 per equity share) of the face value of ' 5 for the financial year 2025-26, Subject to shareholders approval in ensuing Annual General Meeting (AGM).
b. The Composite Scheme of Arrangement (the "Scheme”) amongst the Company, Wim Plast Limited ("WPL”) and Cello Consumer Products Private Limited ("CCPPL”), was sanctioned by the Hon'ble National Company Law Tribunal, Ahmedabad Bench vide its order dated May 14, 2026 (Appointed Date April 01, 2025; effective May 27, 2026), the Scheme provided for the demerger of the Manufacturing Business (as defined in the Scheme) of WPL into CCPPL, a wholly owned subsidiary of the Company, followed immediately by the amalgamation of WPL comprising the Remaining Business (as defined in the Scheme) with the Company, WPL standing dissolved without winding up.
46 Previous year's figures have been regrouped/reclassed wherever necessary to correspond with the current year's classification/disclosure.
47 The financial statements as recommended by Audit Committee were approved by the Board of Directors in their meetings held on May 27, 2026.
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