o) Provisions and contingent liabilities
Provisions are recognized when the Company
has a present legal or constructive obligation
as a result of past events, it is probable that an
outflow of resources will be required to settle
the obligation and the amount can be reliably
estimated. Provisions are not recognized for
future operating losses.
Provisions are measured at the present value of
management's best estimate of the expenditure
required to settle the present obligation at the
end of the reporting period. The discount rate
used to determine the present value is a pre-tax
rate that reflects current market assessments of
the time value of money and the risks specific
to the liability.
Contingent liabilities are disclosed in respect of
possible obligations that arise from past events
but their existence will be confirmed by the
occurrence or non-occurrence of one or more
uncertain future events not wholly within the
control of the Company or where any present
obligation cannot be measured in terms of
future outflow of resources or where a reliable
estimate of the obligation cannot be made.
The Company does not recognize a contingent
liability but discloses its existence in the financial
statements unless the probability of outflow of
resource is remote.
Provisions and contingent liabilities are reviewed
at each balance sheet date.
p) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including
non-monetary benefits, that are expected to
be settled wholly within 12 months after the
end of the period in which the employees
render the related service, are recognized in
respect of employees' services up to the end
of the reporting period and are measured at
the amounts expected to be paid when the
liabilities are settled.
(ii) Other long-term employee benefit
The liabilities for earned leave, that are
not expected to be settled wholly within 12
months, are measured as the present value
of expected future payments to be made in
respect of services provided by employees
up to the end of the reporting period
using the projected unit credit method.
The benefits are discounted using the market
yields at the end of the reporting period
on Government bonds that have terms
approximating to the terms of the related
obligation. Remeasurements as a result of
experience adjustments and changes in
actuarial assumptions are recognized in the
statement of profit and loss.
(iii) Post-employment obligations
The Company operates the following
post-employment schemes:
(a) defined benefit plans such
as gratuity; and
(b) defined contribution plans such as
provident fund, family pension fund and
employee's state insurance
(a) Gratuity obligations
The liability or asset recognised
in the balance sheet in respect
of defined benefit gratuity plan is
the present value of the defined
benefit obligation at the end of
the reporting period. The defined
benefit obligation is calculated
annually by independent actuary
using the projected unit credit
method. The present value of
the defined benefit obligation is
determined by discounting the
estimated future cash outflows
by reference to market yields at
the end of the reporting period
on Government bonds that have
terms approximating to the terms
of the related obligation.
The net interest cost is calculated
by applying the discount rate to the
net balance of the defined benefit
obligation. This cost is included in
employee benefits expenses in the
statement of profit and loss.
Re-measurement gains and
losses arising from experience
adjustments and changes
in actuarial assumptions are
recognised in the period in which
they occur, directly in other
comprehensive income. They are
included in retained earnings in
the statement of changes in equity
and in the balance sheet.
(b) Defined contribution plans
Defined contribution plans such
as contributions to provident
fund, family pension fund and
employee's state insurance are
made to the funds administered by
the Government of India, and are
recognized as an expense when
employees have rendered service
entitling them to the contributions.
(iv) Employee share based payments
The Company operates equity settled
share-based plan for the employees
(referred to as employee stock option
scheme (ESOS). ESOS granted to the
employees are measured at fair value
of the stock options at the grant date.
Such fair value of the equity settled share
based payments is expensed on a straight
line basis over the vesting period, based
on the Company's estimate of equity
shares that will eventually vest, with a
corresponding increase in other equity
(share based payment reserve). At the end
of each reporting period, Company revises
its estimate of number of equity shares
expected to vest. The impact of the revision
of the original estimates, if any, is recognized
in the Statement of profit and loss such that
cumulative expense reflects the revision
estimate, with a corresponding adjustment
to the share based payment reserve.
The fair value of employee stock options is
measured using the Black-Scholes model.
Measurement inputs include share price
on grant date, exercise price of the option,
expected volatility (based on weighted
average historical volatility), expected
life of the options, expected dividends
and the risk free interest rate (based on
government bonds).
q) Cash and cash equivalents
For the purpose of presentation in the statement
of cash flows, cash and cash equivalents includes
cash at banks and on hand, bank overdrafts and
short-term deposits with an original maturities
of three months or less, which are subject to an
insignificant risk of changes in value.
r) Investment in subsidiaries
A subsidiary is an entity controlled
by the Company.
Non-current investment in equity shares of
subsidiaries is recognized at cost, unless there
are indications of a permanent diminution
in the value of investment, as per Ind AS 27.
The cost comprises price paid to acquire
investment and directly attributable cost.
Non-current investments in preference shares
and compulsory convertible debentures of
subsidiaries is recognized at fair value through
profit and loss.
s) Investment in joint ventures and associates
A joint venture is a type of joint arrangement
whereby the parties that have joint control of the
arrangement have rights to the net assets of the
joint venture. Joint control is the contractually
agreed sharing of control of an arrangement,
which exists only when decisions about the
relevant activities require unanimous consent
of the parties sharing control. An associate
is an entity over which the Company has
significant influence.
The investment in joint ventures and associates
are carried at cost. The cost comprises price
paid to acquire investment and directly
attributable cost.
t) Financial instruments
A financial instrument is any contract 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
Financial assets are classified, at initial
recognition, as subsequently measured
at amortized cost, fair value through other
comprehensive income (OCI), and fair value
through profit or loss.
In order for a financial asset to be classified
and measured at amortized cost or fair
value through OCI, it needs to give rise to
cash flows that are 'solely payments of
principal and interest (SPPI)' on the principal
amount outstanding. This assessment is
referred to as the SPPI test and is performed
at an instrument level. Financial assets with
cash flows that are not SPPI are classified
and measured at fair value through profit or
loss, irrespective of the business model.
All financial assets are recognized initially at
fair value plus, in the case of financial assets
not recorded at fair value through profit or
loss, transaction costs that are attributable
to the acquisition of the financial asset.
Transaction costs of financial assets carried
at fair value through profit or loss are
expensed to statement of profit and loss.
Purchases or sales of financial assets that
require delivery of assets within a time frame
established by regulation or convention
in the marketplace (regular way trades)
are recognized on the trade date, i.e., the
date on which the Company commits to
purchase or sell the asset.
Subsequent measurement
Subsequent measurement of financial
assets depends on the Company's business
model for managing the asset and the cash
flow characteristics of the asset. For the
purposes of subsequent measurement,
financial assets are classified in
four categories:
- Financial assets at amortized cost
(debt instruments)
- Financial assets at fair value through
other comprehensive income (FVTOCI)
with recycling of cumulative gains and
losses (debt instruments)
- Financial assets designated at fair
value through OCI with no recycling
of cumulative gains and losses upon
derecognition (equity instruments); and
- Financial assets at fair value
through profit or loss
Financial assets at amortized cost (debt
instruments)
A 'financial asset' is measured at the
amortized cost if both the following
conditions are met:
a) The asset is held within a business model
whose objective is to hold assets for
collecting contractual cash flows, and
b) Contractual terms of the asset give
rise on specified dates to cash flows
that are solely payments of principal
and interest (SPPI) on the principal
amount outstanding.
After initial measurement, such
financial assets are subsequently
measured at amortized cost using the
effective interest rate (EIR) method.
Amortized 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 amortization is included
in finance income in the statement
of profit and loss. The losses arising
from impairment are recognized in the
statement of profit and loss.
Financial assets at FVTOCI (debt
instrument)
A 'financial asset' is classified as at the FVTOCI
if both of the following criteria are met:
a) The objective of the business model
is achieved both by collecting
contractual cash flows and selling the
financial assets, and
b) The asset's contractual cash flows
represent SPPI.
Debt instruments included within the
FVTOCI category are measured initially
as well as at each reporting date at
fair value. Fair value movements are
recognized in the other comprehensive
income (OCI). However, the Company
recognizes interest income, impairment
losses & reversals and foreign exchange
gain or loss in the statement of profit
and loss. On derecognition of the asset,
cumulative gain or loss previously
recognized in OCI is reclassified from
the equity to the statement of profit
and loss. Interest earned whilst holding
FVTOCI debt instrument is reported as
interest income using the EIR method.
Financial assets designated at fair value
through OCI (equity instruments)
In the case of equity instruments which
are not held for trading and where the
Company has taken irrevocable election
to present the subsequent changes in fair
value in other comprehensive income, these
elected investments are initially measured
at fair value plus transaction costs and
subsequently, they are measured at fair
value with gains and losses arising from
changes in fair value recognized in other
comprehensive income and accumulated
in the 'Equity instruments through other
comprehensive income' under the head
'Other Equity'. The cumulative gain or
loss is not reclassified to profit or loss on
disposal of the investments. The Company
makes such election on an instrument -by¬
instrument basis.
If the Company decides to classify an
equity instrument as at FVTOCI, then all
fair value changes on the instrument,
excluding dividends, are recognized in the
OCI. There is no recycling of the amounts
from OCI to statement of profit and loss,
even on sale of investment. However, the
Company may transfer the cumulative gain
or loss within equity.
Dividends are recognized as other income
in the statement of profit and loss when
the right of payment has been established,
except when the Company benefits from
such proceeds as a recovery of part of the
cost of the financial asset, in which case, such
gains are recorded in OCI. Equity instruments
designated at fair value through OCI are not
subject to impairment assessment.
A financial asset is held for trading if:
• it has been acquired principally for the
purpose of selling it in the near term; or
• on initial recognition it is part of a portfolio
of identified financial instruments
that the Company manages together
and has a recent actual pattern of
short-term profit-taking; or
• i t is a derivative that is not designated
and effective as a hedging instrument
or a financial guarantee.
Financial assets at FVTPL (equity
instruments)
Financial assets at fair value through
profit or loss are carried in the balance
sheet at fair value with net changes in
fair value recognized in the statement of
profit and loss.
In case of equity instruments which are held
for trading are initially measured at fair value
plus transaction costs and subsequently,
they are measured at fair value with gains
and losses arising from changes in fair value
recognized in statement of profit and loss.
This category includes derivative
instruments and listed equity investments
which the Company had not irrevocably
elected to classify at fair value through
OCI. Dividends on listed equity investments
are recognized in the statement of profit
and loss when the right of payment has
been established.
Investment in Subsidiaries
i nvestment in subsidiaries is carried at cost
in the separate financial statements.
Investment in joint ventures and associates
Investment in joint ventures and associates
is carried at cost.
Derecognition
A financial asset (or, where applicable, a
part of a financial asset or part of a group
of similar financial assets) is primarily
derecognized when:
- The rights to receive cash flows from
the asset have expired, or
- The Company has transferred its rights
to receive 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.
Impairment of financial assets
The Company applies the expected credit
loss model for recognizing impairment loss
on financial assets measured at amortized
cost, debt instruments at FVTOCI, trade
receivables and other contractual rights to
receive cash or other financial asset.
Expected credit losses are the weighted
average of credit losses with the respective
risks of default occurring as the weights.
Credit loss is the difference between all
contractual cash flows that are due to the
Company in accordance with the contract
and all the cash flows that the Company
expects to receive (i.e. all cash shortfalls),
discounted at the original effective interest
rate (or credit-adjusted effective interest
rate for purchased or originated credit
impaired financial assets). The Company
estimates cash flows by considering all
contractual terms of the financial instrument
(for example, prepayment, extension, call
and similar options) through the expected
life of that financial instrument.
The Company measures the loss allowance
for a financial instrument at an amount
equal to the lifetime expected credit
losses if the credit risk on that financial
instrument has increased significantly
since initial recognition. If the credit risk on
a financial instrument has not increased
significantly since initial recognition, the
Company measures the loss allowance
for that financial instrument at an amount
equal to 12-month expected credit losses.
12-month expected credit losses are portion
of the life-time expected credit losses and
represent the lifetime cash shortfalls that will
result if default occurs within the 12 months
after the reporting date and thus, are not
cash shortfalls that are predicted over the
next 12 months.
For trade receivables, the Company follows
"simplified approach for recognition
of impairment loss. The application of
simplified approach does not require the
Company to track changes in credit risk.
Further, for the purpose of measuring
lifetime expected credit loss allowance for
trade receivables, the Company has used a
practical expedient as permitted under Ind
AS 109. This expected credit loss allowance
is computed based on a provision matrix
which takes into account historical credit
loss experience and adjusted for forward
looking information.
(ii) Financial liabilities
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, or as derivatives. All financial
liabilities are recognized initially at fair value
and, in the case of loans and borrowings
and payables, net of directly attributable
transaction costs. The Company's financial
liabilities include trade and other payables,
loans and borrowings including derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities
depends on their classification, as
described below:
Financial liabilities at fair value through
profit or loss
Financial liabilities at fair value through
profit or loss (FVTPL) include financial
liabilities held for trading and financial
liabilities designated upon initial recognition
as at FVTPL. Financial liabilities are
classified as held for trading if they are
incurred for the purpose of repurchasing
in the near term. This category also
includes derivative financial instruments
entered into by the Company that are not
designated as hedging instruments in
hedge relationships as defined by Ind AS 109
'Financial instruments'.
Gains or losses on liabilities held for
trading are recognized in the statement of
profit and loss.
Financial liabilities at amortized cost
(Loans and borrowings)
After initial recognition, interest-bearing
loans and borrowings are subsequently
measured at amortized cost using the EIR
method. Gains and losses are recognized
in statement of profit and loss when the
liabilities are derecognized as well as
through the EIR amortization process.
Amortized 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 amortization
is included as finance costs in the statement
of profit and loss. This category generally
applies to borrowings.
Derecognition
A financial liability is derecognized when the
obligation under the liability is discharged
or cancelled or expires. When an existing
financial liability is replaced by another
financial liability 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 in the respective carrying
amounts is recognized in the statement of
profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities
are offset and the net amount is reported
in the balance sheet if there is a currently
enforceable legal right to offset the
recognized amounts and there is an intention
to settle on a net basis, to realise the assets
and settle the liabilities simultaneously.
) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by
dividing the net profit or loss for the year
attributable to the equity shareholders of
the Company by the weighted average
number of equity shares outstanding
during the year.
(ii) Diluted earnings per share
For the purpose of calculating diluted
earnings per share, the net profit or loss for
the year attributable to equity shareholders
of the Company and weighted average
number of equity shares outstanding during
the year are adjusted for the effect of all
potentially dilutive equity shares.
v) Recent pronouncements
Ministry of Corporate Affairs ('MCA') notifies
new standard or amendments to the existing
standards under Companies (Indian Accounting
Standards)Rulesasissuedfromtimetotime.Forthe
year ended March 31, 2025, MCA has amended/
notified certain accounting standards, which are
effective for annual reporting period beginning
on or after April 1, 2024. MCA vide notification
dated September 9, 2024 and September 28,
2024 notified the Companies (Indian Accounting
Standards) Second Amendment Rules, 2024 and
the Companies (Indian Accounting Standards)
Third Amendment Rules, 2024 respectively:
Ind AS 117 - Insurance Contracts, this new
standard enacted for insurance contracts.
Said enactment does not have any impact on
the financial statements of the Company; and
Ind AS 116 - Leases, Amendment relates to
subsequent accounting for seller-lessee in
respect of the sale and lease back transactions
accounted for as sale under Ind AS 115- Revenue
from Contracts with customers. The amendment
does not have any impact on the financial
statements of the Company.
Nature and purpose of reserves
Capital redemption reserve
Capital redemption reserve was created for redemption of preference share capital and it is a
non-distributable reserve.
Capital reserve
Capital reserve represent capital subsidy received and amount received on forfeiture of shares of the
Company. Capital reserve is utilized in accordance with the provisions of the Companies Act, 2013.
Share based payment reserve
Share based payment reserve represents the fair value of the stock options granted by the Company under
the Employees Stock Option Plan accumulated over the vesting period. 2,131 options have been exercised
during the year. The remaining reserve will be utilised on exercise of the remaining options already granted
by the Company.
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance
with the provisions of the Companies Act, 2013.
Application money against convertible share warrants
The Company had allotted 14,49,000 convertible share warrants during the financial year 2023-24 to a
promoter group company upon receipt of upfront payment being 25% of total consideration receivable.
During the year, Company has allotted 1,10,000 equity shares upon conversion of 1,10,000 share warrants and
remaining application money represents 25% upfront payment for remaining share warrants.
General reserve
General reserve is used to transfer profits from retained earnings for general purposes. The reserve is utilized
in accordance with the provisions of the Companies Act, 2013.
31.0 Leases - short term leases
The Company has certain operating leases primarily consisting of leases for office premises, guest houses
and warehouses having different lease terms. Such leases are generally with the option of renewal against
increased rent and premature termination clause. Rental expense recorded for short-term leases and low
value asset leases is ' 137.13 Lakh for the year ended March 31, 2025 (March 31, 2024: ' 133.78 Lakh).
The Company has taken certain land on long term lease for factory purposes (disclosed under "Right of
use assets"). Since entire lease payments have been prepaid, the Company does not have any future lease
liability towards the same.
For details pertaining to the carrying value of right of use asset and amortization charged thereon during the
year, refer note 3.3 of the financial statements.
The Company does not have any lease liability and thus there are no liquidity risks.
Note: The Company has not incurred any expenditure on construction/acquisition of any asset.
33.0 Segment information
33.1 Primary segment (by business segment):
Ind AS 108 establishes standards for the way that the Company report information about operating segments
and related disclosures about products and services, geographic areas and major customers. The Company's
operations comprises of only one segment i.e. sale of polyester staple fibre and polyester yarn which are
mainly having similar risks and returns. Based on the "management approach" as defined in Ind AS 108, the
management also reviews and measure the operating results taking the whole business as one segment
(synthetic textile). In view of the same, separate primary segment information is not required to be given as
per the requirements of Ind AS 108 on "Operating Segments".
33.2 Secondary segment (by geographical demarcation):
Considering the nature of the business in which the Company operates, the Company deals with
various customers in multiple geographies. The details of segment revenue based on geographical
demarcation is as under:
35.0 Financial instruments
The fair value of financial assets and liabilities are 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.
The following methods and assumptions were used to estimate the fair values
A. The fair values of derivatives such as forward/ derivative contracts are on mark to market basis as per bank.
B. The Company has adopted effective interest rate for calculating interest expense. Processing fees and
transaction costs relating to each loan has been considered for calculating effective interest rate. The fair
values of non-current borrowings are classified as level 3 in the fair value hierarchy due to the use of
unobservable inputs including own credit risk.
C. Loans, investments (other than quoted investments in market) and other non-current financial assets are
evaluated by the Company based on parameters such as interest rates and individual credit worthiness
of the counterparty. Based on this evaluation, allowances are taken into account for expected losses of
these receivables. The fair value of loans, investments and other non-current financial assets has been
considered as equal to their carrying amount. These fair values are classified as level 3 in the fair value
hierarchy due to the inclusion of unobservable inputs including counter party credit risk.
D. The fair value of investments, which are quoted in market, are on mark to market basis.
E. Fair values of cash and cash equivalents, trade receivables, bank balances, current investments, current
loans, other current financial assets, trade payables, current borrowings and other financial liabilities are
considered to be the same as their carrying amount due to short-term maturities of these instruments.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data
(unobservable inputs).
36.0 Financial risk management
The Company realizes that risks are inherent and integral aspect of any business. The primary focus is to
foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. The Company's financial risk management is an integral part of how to plan and execute its
business strategies. The Company's senior management oversees the management of these risks.
The Company has exposure to the following risks (arising from financial instruments):
- Credit risk
- Liquidity risk
- Market risk
A. Credit risk
Credit risk arises from the possibility that the counter party may not be able to settle their obligations
as agreed. The Company is exposed to credit risk mainly from trade receivables, loans given and other
financial assets.
The Company considers the probability of default upon initial recognition of asset and whether there has
been a significant increase in credit risk on an ongoing basis through each reporting period. To assess
whether there is a significant increase in credit risk, the Company compares the risk of default occurring
on assets as at the reporting date with the risk of default as at the date of initial recognition.
Trade receivables are typically unsecured and derived from revenue earned from customers located
in India and abroad. Credit risk is managed by the Company through customer assessment, 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. The Company measures the
expected credit loss of trade receivables based on historical trend, industry practice and the business
environment in which the entity operates. The maximum exposure to credit risk at the reporting date is
the carrying value of trade receivables, loans given and other financial assets.
B. Liquidity risk
Liquidity risk is the risk that the Company will encounter in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company's approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.
36.0 Financial risk management (contd.)
i) Financing arrangements
The Company believes that it has sufficient working capital to meet its current requirements.
Accordingly, no liquidity risk is perceived. Further, the Company is having cash credit facilities from
banks of ' 14,750.00 Lakh (March 31, 2024: ' 19,150.00 Lakh), repayable on demand which carry floating
rate of interest.
C. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of fluctuation in market prices. These comprise three types of risk i.e., currency rate, interest
rate and other price related risks. Financial instruments affected by market risk include borrowings, loans
given, deposits, foreign currency receivables and payables and derivative financial instruments such as
forward contracts. Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. 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. Regular interaction with bankers, intermediaries and the market participants help us to
mitigate such risk.
i) Foreign currency risk
The Company is exposed to foreign currency risk through operating and financing activities in
foreign currency. The Company uses derivative financial instruments, such as foreign currency sale
and purchase forward contracts and currency and interest rate swap contracts, to reduce foreign
currency risk exposure and follows its risk management policies.
37.0 Capital risk management
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern
and to optimise returns to its shareholders. The capital structure of the Company is based on management's
judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company considers the amount of capital in proportion to risk and manage the capital structure in light
of changes in economic conditions and the risk characteristics of the underlying assets. The Company's
policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor's, creditor's and market's confidence and to sustain future development and growth of its business.
The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure in
consonance with its long term strategic plans.
41.0 Ganesha Ecosphere Employees' Stock Option Scheme-2021
The Company had introduced Ganesha Ecosphere Employees' Stock Option Scheme 2021 ("ESOP
Scheme") to provide Employee Stock Options ("options") to all the eligible employees of the Company
and its subsidiaries. The ESOP Scheme is administered by the Nomination and Remuneration Committee
(nrc) of the Company and implemented through Ganesha Employees' Welfare Trust ("Trust"). The Trust
had acquired 39,194 Equity Shares of the Company, in aggregate, from the secondary market under
the ESOP Scheme.
The NRC at its meeting held on March 7, 2024 had granted 39,194 options to the eligible employees of the
Company and its Subsidiaries. Each option granted under the scheme entitles the holder to one equity
share of the Company at an exercise price of ' 543/- per share. Options granted under the Scheme shall
be exercisable within 3 years from the date of vesting. No fresh options were granted during the financial
year ended March 31, 2025.
43.0 Disclosures as per Section 186(4) of the Companies Act, 2013
The details of the loans, guarantees and investments under Section 186 of the Companies Act, 2013
are as follows:
(i) Details of investments made and loans given are provided under the respective heads.
(ii) The Company has given corporate guarantees of ' 39,770.34 Lakh (March 31, 2024: ' 39,063.65 Lakh)
to various banks for securing the amounts lent by them to Subsidiaries of the Company.
44.0 On March 31, 2025, the Company has made an allotment of 1,10,000 Fully Paid-up Equity Shares having
face value of ' 10/- each, at an issue price of ' 1,035/- per share (including a premium of ' 1,025/- per
share), to the Promoter Group, pursuant to the exercise of the right of conversion of 1,10,000 warrants into
equity shares, out of 14,49,000 warrants earlier allotted on preferential basis under Chapter V of the SEBI
(Issue of Capital & Disclosure Requirements) Regulations, 2018. On January 18, 2024, the Company has
made an allotment of 14,49,000 Fully Convertible Equity Warrants at an issue price of ' 1,035/- (including
a premium of ' 1,025/-) per Equity Share aggregating to approx. ' 150 Crore, on receipt of an upfront
amount of S37.50 Crore, to a member belonging to Promoter and Promoter Group of the Company, on
Preferential Basis under Chapter V of the SEBI (Issue of Capital & Disclosure Requirements) Regulations,
2018, as amended. The warrants so issued and allotted shall be convertible within a period of 18 months
from the date of allotment of Warrants.
*Proposed dividends on equity shares are subject to approval of the shareholders of the Company at the ensuing annual
general meeting and hence is not recognised as a liability as at March 31, 2025. The actual dividend amount will be
dependent on the share capital outstanding on the relevant record date/book closure.
46.0 Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or
pending against the Company for holding any Benami property under the Benami Transactions
(Prohibition) Act, 1988 and the Rules made thereunder.
(ii) The Company does not have any transactions with struck off companies under Section 248 of the
Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar
of Companies beyond the statutory period.
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the
financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner 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.
(vi) 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 to or on behalf of the Ultimate Beneficiaries.
(vii) The Company does not have any transactions which are not recorded in the books of accounts
that has been surrendered or disclosed as income during the year in the tax assessments under
the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income
tax Act, 1961).
(viii) The Company is regular in paying its dues and has not been declared as wilful defaulter by any bank
or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other
lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(ix) The Company is in compliance with the number of layers for its holding in downstream companies
prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies
(Restrictions on number of Layers) Rules, 2017.
(x) The Company has not entered into any scheme of arrangement, during the year, which has any
impact on financial results or position of the Company.
(xi) The Company has not revalued any of its property, plant and equipment (including right-of-use
assets) or intangible assets during the year.
(xii) The Company has not granted any loans or advances in the nature of loans to promoters, directors,
KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any
other person that are repayable on demand or without specifying any terms or period of repayment.
(xiii) The Company has used the borrowings from banks for the purpose for which it was taken.
47.0Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to
current year's classification.
As per our report of even date attached
For Narendra Singhania & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Reg. No. 009781N
Sharad Sharma Shyam Sunder Sharmma
Managing Director Chairman
Narendra Singhania DIN: 00383178 DIN: 00530921
Partner
Membership No.: 087931
Bharat Kumar Sajnani Gopal Agarwal
Company Secretary Chief Financial Officer
FCS: 7344 FCA: 075080
Place: New Delhi Place: Kanpur
Date: May 24, 2025 Date: May 24, 2025
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