*During the financial year ended March 31, 2026, the Board of Directors of the Company vide resolution dated February 14, 2026 proposed and agreed to increase the authorised capital of the Company from existing Rs.25,50,00,000 comprising of 12,75,00,000 equity shares of Face Value Rs. 2/- each to Rs. 30,00,00,000 comprising of 30,00,00,000 equity shares of Face Value Rs. 1/- each.
In the same board meeting, it was further proposed to split each existing equity share of the Company having Face Value Rs. 2/- each into 2 equity shares of Face Value Re. 1/- each. Further, it was also proposed to issue bonus shares of the Company in the ratio of 1:2 post giving effect to share split, i.e., 1 bonus equity share of the Company of Face Value Re. 1/- against 2 equity shares of the Company of Face Value Re. 1/- held by the shareholder.
The above proposed increase in authorised capital, share split and issue of bonus shares was approved by the members of the Company at their Extra Ordinary General Meeting held on March 13, 2026. Further, the same was also intimated to the Registrar of Companies (RoC) Ahmedabad, vide filig of Form SH-7 by the Company on March 28, 2026.
However, the same got effective on April 02, 2026 post approval from stock exchange. And accordingly, the proposed bonus equity shares were issued on April 06, 2026 to the respective shareholders of the Company.
Accordingly, the effect of share split and bonus issue which got effective post the closure date of financials for F.Y. 2025-26 has not been given effect to in the current financial statements.
(a) During the financial year ended March 31, 2026, the Board of Directors of the Company vide resolution dated February 14, 2026 proposed and agreed to increase the authorised capital of the Company from existing Rs.25,50,00,000 comprising of 12,75,00,000 equity shares of Face Value Rs. 2/- each to Rs. 30,00,00,000 comprising of 30,00,00,000 equity shares of Face Value Rs. 1/- each.
In the same board meeting, it was further proposed to split each existing equity share of the Company having Face Value Rs. 2/- each into 2 equity shares of Face Value Re. 1/- each. Further, it was also proposed to issue bonus shares of the Company in the ratio of 1:2 post giving effect to share split, i.e., 1 bonus equity share of the Company of Face Value Re. 1/- against 2 equity shares of the Company of Face Value Re. 1/- held by the shareholder.
The above proposed increase in authorised capital, share split and issue of bonus shares was approved by the members of the Company at their Extra Ordinary General Meeting held on March 13, 2026. Further, the same was also intimated to the Registrar of Companies (RoC) Ahmedabad, vide filig of Form SH-7 by the Company on March 28, 2026.
However, the same got effective on April 02, 2026 post approval from stock exchange. And accordingly, the proposed bonus equity shares were issued on April 06, 2026 to the respective shareholders of the Company.
Accordingly, the effect of bonus issue which got effective post the closure date of financials for F.Y. 2025-26 has not been given effect to in securities premium account in the current financial statements.
(b) Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends, or other distributions paid to shareholders.
(c) Other Comprehensive Income includes impact of remeasurement gain/(losses) net of taxes on defined benefit plans on account of changes in actuarial assumptions or experience adjustments within the plans.
(d) Securities premium is used to record the premium on issue of shares or debentures. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.
Notes:
(1) Terms of Borrowings & Security details:
Cash Credits Facility
a) Cash credit facility availed from Axis Bank Limited of Rs 35.50 Crores sanctioned at Repo rate 2.25% spread = 8.75% p.a. at the time of sanction with 12 months tenure.The limit is scured by charge on all Current Assets of the Company & Pari Passu charges on the Factory Land & Building at R S No 446, Block No 467, Village palsana, Sachin Highway road, Palsana, Surat, Gujarat in the name of Director's of the Company namely Mr. Amitkumar Dalmia, Mr. Deepak Dalmia, Mr. Rajkumar Borana & Mr. Ankur Borana and also their respective Personal Guarantee.
b) Cash credit facility availed from The Cosmos Co-operative Bank Ltd of Rs 10.00 Crores sanctioned at 8.50% p.a. with collateral security a. Factory land owned by Mr Amit Dalmia, Mr Dipak Dalmia, Mr Rajkumar Borana & Mr Ankur Borana alongwith leasehold right on factory building constructed & owned by R & B Denims Ltd standing on RS No 446, Block No 467, situated at village Palsana, Sachin highway road, Palsana, Surat, Gujarat.
Term Loan
a) Term Loan sanctioned from The Cosmos Co-operative Bank Ltd of Rs 17.68 crores sanctioned at 8.50% p.a. at monthly installment of Rs 35,84,867 for a period of 60 months 12 months moratorium and is hypothecated against the existing plant and machinery. Remaining repayment tenure as on 31.03.2026 is 5 months.
Unsecured loans:
a) Inter corporate loan represents loans received by the company at the interest rate of 9% p.a.and is repayable on demand.
(2) Personal gaurantee by the Directors - Mr. Amitkumar Dalmia, Mr. Deepakkumar Dalmia, Mr. Rajkumar Borana and Mr. Ankur Borana.
(3) Borrowed funds were applied for the purpose for which the loans were obtained.
(4) Bank returns / stock statements filed by the Company with its bankers or financial institutions are in agreement with books of account, except for small differences as reported in Note 43.
(5)
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(6) The Company do not have any charges , which is yet to be registered with ROC beyond the statutory period.
A. Accounting classification and fair value measurement:
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:
The carrying amount of trade receivable, trade payable, loans, cash and cash equivalents, other bank balances and other receivables as at 31st March, 2026 and 31st March, 2025 are considered to be the same as their fair values, due to their short-term nature. Financial Instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rate and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
Fair value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of following:
Level 1 - Category includes financial assets and liabilities, that are measured in whole or in significant part by reference to published quoted price (unadjusted) in an active market.
Level 2 - Category includes financial assets and liabilities measured using a valuation technique based on assumptions that are supported by prices from observable current market transactions. These include assets and liabilities for which pricing is obtained via pricing services, but where prices have not been determined in an active market, financial assets with fair values based on broker quotes and assets that are valued using the Company's own valuation models whereby the material assumptions are market observable. The majority of Company's over-the-counter derivatives and several other instruments not traded in active markets fall within this category.
Level 3 - Category includes financial assets and liabilities measured using valuation techniques based on non market observable inputs. This means that fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. However, the fair value measurement objective remains the same, that is, to estimate an exit price from the perspective of the Company. The main asset classes in this category are unlisted equity investments as well as unlisted funds.
B. Financial risk management objectives and policies:
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
The Company's financial liabilities comprise of trade payable and other liabilities to manage its operation and financial assets include trade receivables, security deposits, loans and advances, etc, arises from its operation.
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has implemented a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level.
The Audit Committee of the Board periodically reviews the risk management framework.
1) 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. The Company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
a) currency risk;
b) other price risk; and
c) interest rate risk
The above risks may affect the Company's income and expenses, or the value of its financial instruments. The Company's exposure to and management of these risks are explained below.
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. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (where revenue, expense or capital expenditure is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evalutes exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
2) CREDIT RISK:
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management:
i) Credit risk rating:
The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.
A: Low credit risk B: Moderate credit risk C: High credit risk
Cash and cash equivalents carry no credit risk and hence are not classified under either of the asset groups.
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
b) Credit loss assessment for trade receivables:
Customer credit risk is managed by the management subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit review and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At the year end the Company does not have any significant concentrations of bad debt risk. An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.
3) LIQUIDITY RISK:
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended 31st March, 2026 and 31st March, 2025. 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. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits and other highly marketable investments with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
Note 41:
CAPITAL MANAGEMENT:
A. Risk management
Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2026 and March 31,2025.
The Company monitors capital using a gearing ratio, which is net debt divided by total equity.
Net debt = Total borrowings (including lease liabilities) less (Cash and cash equivalents Bank balance other than cash and cash equivalents (excluding balance earmarked for unclaimed dividend and other liabilities) Current investments).
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in the current period.
g. During the financial year ended March 31, 2026, the Board of Directors of the Company vide resolution dated February 14, 2026 proposed and agreed to increase the authorised capital of the Company from existing Rs.25,50,00,000 comprising of 12,75,00,000 equity shares of Face Value Rs. 2/- each to Rs. 30,00,00,000 comprising of 30,00,00,000 equity shares of Face Value Rs. 1/- each.
In the same board meeting, it was further proposed to split each existing equity share of the Company having Face Value Rs. 2/- each into 2 equity shares of Face Value Re. 1/- each. Further, it was also proposed to issue bonus shares of the Company in the ratio of 1:2 post giving effect to share split, i.e., 1 bonus equity share of the Company of Face Value Re. 1/- against 2 equity shares of the Company of Face Value Re. 1/- held by the shareholder.
The above proposed increase in authorised capital, share split and issue of bonus shares was approved by the members of the Company at their Extra Ordinary General Meeting held on March 13, 2026. Further, the same was also intimated to the Registrar of Companies (RoC) Ahmedabad, vide filig of Form SH-7 by the Company on March 28, 2026.
However, the same got effective on April 02, 2026 post approval from stock exchange. And accordingly, the proposed bonus equity shares were issued on April 06, 2026 to the respective shareholders of the Company.
Accordingly, the effect of share split and bonus issue which got effective post the closure date of financials for F.Y. 2025-26 has not been given effect to in the current financial statements.
Accordingly,same is considered to be non adjusting event.
h. The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.
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i.
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Contingent liabilities and commitments:
(i) Contingent Liabilities:
(Rs. in Lakhs)
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PARTICULARS
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As on31-03-2026
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As on31-03-2025
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| |
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Guarantees in lieu of Deposits (Utilised)
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|
|
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- Dakshin Gujarat Vij Company Limited
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83.40
|
83.40
|
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- Gujarat Energy Transmission Company Limited
|
38.72
|
80.74
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| |
|
|
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Other contingent liabilities(Note 1)
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32.92
|
42.75
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| |
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Corporate guarantee(Note 2)
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6,319.03
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-
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Notes 43:
OTHER REGULATORY NOTES:
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 does not have any transactions with companies struck off.
c. Certain charges registered with the ROC in respect of borrowings availed by the Company have not yet been formally satisfied with ROC, despite closure of the outstanding borrowings. The Company is in the process of completing the necessary procedural and regulatory formalities for filing satisfaction of charges with ROC. Pending completion of such filings, the charges continue to appear as open charges in the records of ROC as on the reporting date.
d. The company have not traded or invest in Crypto currency or Virtual currency during the financial year.
e. The company have not advanced or given loan or invested fund (either borrowed fund or share premium or any other sources or kind of funds) to any other person(s) or
entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
f. The company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding (whether recorded in writing or otherewise) that the company shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
g. The company does not have any such tranasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961 (such as, search or survey or any other relevent provisions of the Income Tax Act, 1961)
h. The company has not been declared as Wilful defaulter by the Banks, Financial institution or other lenders.
i. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of
Layers) Rules, 2017.
j. The Company does not has any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), whose title deeds are not held in the name of company.
k. The Company does not has revalued its Property, Plant & Equipments (including Right-of-use Assets) and intangible assets during the year.
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