viii) Provisions and Contingent Liabilities
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assumptions of the time value of money and the risks specific to the liability. The unwinding of discount is recognized as finance cost.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
ix) Leases
As a lessee
The Company's leases primarily consist of leases of office premises, warehouses and guest houses. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At the date of commencement of the lease, the Company recognizes a ROU assets and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and / or low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Currently, ROU assets are being amortised over a period of 3-5 years based on lease term being lower of lease term and estimated useful life of underlying assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing activities in statement of cash flows.
As a lessor
Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases.
x) Borrowings
Borrowings are initially recognised at fair value (net of transaction costs incurred). Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in Statement of profit and loss over the period of the borrowings using the effective interest rate method. Subsequently all borrowings are measured at amortised cost using the effective interest rate method.
Borrowings are derecognized from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in statement of profit and loss. The gain / loss is recognised in other equity in case of transaction with shareholders
Borrowing costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until such time the assets are substantially ready for their intended use. All other borrowing costs are recognised as an expense in statement of Profit and Loss in the period in which they are incurred.
xi) Revenue Recognition
Revenue comprises revenue from contracts with customers for sale of goods. Revenue from sale of goods is inclusive of excise duties and is net of returns, trade allowances, rebates, value added taxes, Goods and Services Tax (GST) and such amounts collected on behalf of third parties.
Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised products or services to customers, at an amount that reflects the consideration expected to be received by the Company in exchange for those products or services, as below:
a) Revenue from sale of products:
Revenue is recognised at transaction price on transfer of control, being on dispatch of goods or upon delivery to customer, in accordance with the terms of sale.
b) Income from Royalty and Contract manufacturing
I ncome from royalties and contract manufacturing are recognised on an accrual basis in accordance with the substance of relevant agreement.
c) Revenue from manufacture and sale of products from tie-up manufacturing arrangements:
The Company has entered into arrangements with Tie-up Manufacturing Units (TMUs), wherein TMUs manufacture and sell beverage alcohol on behalf of the Company. Under such arrangements, the Company has exposure to significant risks and rewards associated with the sale of products i.e. it has the primary responsibility for providing goods to the customer, has pricing latitude and is also exposed to inventory and credit risks. Accordingly, the transactions of the TMUs under such arrangements have been recorded as gross
revenue, excise duty and expenses as if they were transactions of the Company, The Company also presents inventory under such arrangements as its own inventory, The net receivables from / payable to TMUs are recognised under other financial assets / other financial liabilities respectively,
d) Interest
I nterest income is recognized using the effective interest rate method, The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset, Interest income is included under the head "Other income" in the statement of profit and loss,
e) Dividend
Dividend income is recognized when the Company's right to receive the payment is established, which is generally when the shareholders approve the dividend,
xii) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with, When the grant relates to revenue, it is recognised in the statement of profit and loss on a systematic basis over the periods to which they relate, When the grant relates to an asset, it is treated as deferred income and recognised in the statement of profit and loss on a systematic basis over the useful life of the asset,
xiii) Income tax
Income tax expense comprises current tax expenses and net change in the deferred tax assets or liabilities during the period, Current and deferred taxes are recognised in the Statement of profit and loss, except when they relate to item that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively,
a) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years, The amount of current tax reflects the best estimate of the tax amount
expected to be paid or received after considering the uncertainty, if any related to income taxes, It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date,
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously,
b) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes, Deferred tax is also recognised in respect of carried forward tax losses and tax credits, Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used,
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used,
Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are recognised / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realised,
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date,
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities,
The Company offsets the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis,
xiv) Earnings per share
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares, Basic EPS is calculated by dividing the profit or loss after tax attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, Diluted EPS is determined by adjusting the profit or loss after tax attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding after adjusting for the effects of all potential dilutive ordinary shares,
xv) Statement of Cash flow
Cash flows are reported using the indirect method, whereby profit / (loss) for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows, The cash flows from operating, investing and financing activities of the Company are segregated, Cash and cash equivalents are cash, balances with bank and short-term (three months or less from the date of placement), highly liquid investments that are readily convertible into cash and which are subject to an insignificant risk of changes in value,
Amendment to Ind AS 7
Effective April 1, 2017, the Company adopted the amendment to Ind AS 7, which require the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure requirement, The adoption of amendment did not have any material impact on the financial statements,
xvi) Share based payments
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 cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and /or service conditions are fulfilled in employee benefits expense, The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share,
xvii) Financial instruments
a) Recognition and initial measurement
The Company initially recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument, All financial assets and liabilities are measured at fair value on initial recognition, Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition, Regular way purchase and sale of financial assets are accounted for at trade date,
b) Classification and subsequent measurement Financial assets
Financial assets carried at amortised cost
A financial asset is subsequently 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,
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets 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,
Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the Statement of Profit and Loss,
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss,
Investment in subsidiary and associate companies
The Company has elected to recognize its investments in subsidiary and associate companies at cost in accordance with the option available in Ind AS 27, 'Separate Financial Statements'. The details of such investments are given in Note 3. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. On disposal of investments in subsidiary and associates the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of profit and loss.
Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method. 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 instruments.
In case, the fair value of a financial asset or financial liability, at initial recognition, differs from the transaction price, the difference between the fair value at initial recognition and the transaction price -
(i) is recognised as a gain or loss if that fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1 input) or based on a valuation.
(ii) is deferred and is recognised as a gain or loss only to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the asset or liability. The unamortised portion of the deferred fair value gain / loss difference as on reporting date, is disclosed under other current / non-current assets / liabilities as the case may be.
c) Derecognition Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction
in which substantially all of the risks and rewards of ownership of the financial assets are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
I f the Company enters into transactions whereby it transfers assets recognised on its balance sheet but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the assets and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.
The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and a new financial liability with modified terms is recognised in the statement of profit and loss.
d) Impairment of Financial Assets
The Company assesses impairment based on expected credit losses (ECL) model at an amount equal to:-
• 12 months expected credit losses, or
• Lifetime expected credit losses
depending upon whether there has been a significant increase in credit risk since initial recognition. However, for trade receivables, the company does not track the changes in credit risk.
Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
e) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or realise the asset and settle the liability simultaneously.
xviii) Exceptional items
When an item of income or expense within Statement of profit and loss from ordinary activity is of such size, nature or incidence that its disclosure is relevant to explain more meaningfully the performance of the Company for the period, the nature and amount of such items is disclosed as exceptional items.
xix) Recent amendments to Indian Accounting Standards:
The Ministry of Corporate Affairs vide notification dated 7 May 2025 and 13 August 2025 notified the Companies (Indian Accounting Standards) Amendment Rules, 2025 and Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which amended certain accounting standards (see below), and are effective for annual reporting periods beginning on or after 1 April 2025:
(a) Ind AS 1 - Presentation of Financial Statements
Clarifications on classification of liabilities as current or non-current, including the impact of loan covenants and rights to defer settlement. Based on the company's assessment, the company has no impact of these amendments in its classification criteria of current and non-current liabilities.
(b) Supplier Finance Arrangements
The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and
the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.
(c) International Tax Reform - Pillar Two Model Rules - Amendments to Ind AS 12
The Ministry of Corporate Affairs (MCA) has notified amendments to Ind AS 12, Income Taxes, to incorporate the OECD Pillar Two Model Rules. These amendments introduce specific disclosure requirements for entities that may be subject to Pillar Two income tax. Pillar Two legislation has not yet been enacted in India, where the company is headquartered. Accordingly, no adjustments have been made to these financial statements in respect of Pillar Two income taxes. The Company will continue to monitor developments in India and other jurisdictions in which it operates, and will evaluate the impact of such legislation as and when it becomes applicable.
(d) Lack of Exchangeability -
Amendments to Ind AS 21 The amended Ind AS 21 have added requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use where it is not. These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
xx) New and amended standards not yet effective
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2026, MCA has not notified any other new standards or amendments to the existing standards applicable to the company.
7.1 Amounts recognised in the Statement of Profit and Loss:
a) Provision for non-moving and obsolete inventories for the year amounting to ' 185.64 lacs (P.Y ' 201.61 lacs) has been recognised as an expense during the year and is included in Other Expenses in the Statement of Profit and Loss.
b) The Company has written off the non-moving and obsolete inventories during the year amounted to ' Nil ( P.Y. ' 158.46
lacs). Conseguent to the earlier years provision for non-moving obsolete inventories provided in the financial statements, the net impact of the aforesaid write offs on the financial statements for FY 2025-26 is Nil ( P.Y. Nil)
c) I nventory of Raw Material includes goods in transit of Concentrated Alcoholic Beverages ( CAB) of ' 4,354.72 lacs
( P.Y. NIL).
Footnotes:
a} 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 section 52 of the Companies Act,2013.
b) The general reserve represents amounts appropriated out of retained earnings based on the provisions of the Act prior to its amendment.
c) The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Grants Outstanding Account.
The expenses in respect of the Company's ESOP scheme will be charged against the Reserve for employee compensation expense as per Scheme.
d) Money received against Share Warrants represents amount equivalent to 25% of the Warrant issue Price paid at the time of subscription of each Warrant.
e) Retained earnings are the profits that Company has earned till date less transfers to general reserve dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans (net of taxes) that will not be reclassified to the Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.
f) This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off.
Borrowing Note
FY 2025-26
Term Loan from Banks and Financial Institutions
The Company has availed Term Loans aggregating to ' 2,10,000 lacs from Banks and Financial institutions for the acquisition
of the imperial Blue Business Division.
a) The Term Loans are secured by a first pari passu charge over all the Company's tangible and intangible assets and current assets, both present and future.
b) The Term Loans are repayable over a period of six years of which the first two years have a principal moratorium followed by sixteen structured quarterly instalments
c) Post-moratorium, the term loans have a balloon repayment structure, with 65% of the principal repayment to be made in the sixth year.
d) interest is payable on a monthly basis from the date of disbursement. The effective interest rate on the term loans is 10% to 11% per annum
Cash Credit (including Working Capital Demand Loan)
a) During the financial year 2025-26, the Company availed Cash Credit (Working Capital) facilities aggregating to ' 44,500 lacs from banks and financial institutions.
b) The facilities carry interest at a floating rate, linked to the applicable lending rate of the respective lenders, in accordance with the terms of the respective sanction letters.
c) The cash credit (including Working Capital Demand Loan) loans are secured against first pari passu charge on all current assets both present and future of the Company.
d) Quarterly statements filed by the Company with the banks and financial institutions were in agreement with the books of accounts.
FY 2024-25
Term Loan
During 2024-2025, the outstanding term loan of ' 6,642 lacs as on March 31, 2024 was repaid in full and the security
provided for the loan stands withdrawn.
Cash Credit (including Working Capital Demand Loan)
During 2024-2025, working capital limits with ICICI Bank Limited were sanctioned for ' 10,000 lacs. As at March 31, 2025
there is no amount outstanding against these facilities.
24 Financial Instruments - Accounting classification and fair value measurements
a) The fair value of the 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 forced or liquidation sale.
b) The following methods and assumptions were used to estimate the fair value:
1) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to the short term maturities of these instruments.
2) 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 counter party. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
c) The company uses the following hierarchy for determining and disclosing the fair value of financial Instruments by valuation technigues;
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Valuation technigues for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly."
Level 3: Valuation technigues which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The following table shows the carrying amounts and fair values of financial assets and financials liabilities, including their levels in the fair value hierarchy ;
25 Financial risk management Objectives and policies Risk management framework
The Company's management has overall responsibility for the establishment and oversight of the Company's risk management framework.
The Company conducts yearly risk assessment activities to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company has a system in place to ensure risk identification and ongoing periodic risk assessment is carried out. The Board of directors periodically monitors the risk assessment.
The Company has exposure to the following risks arising from financial instruments :
- Credit risk
- Liquidity risk
- Market risk
- Interest risk
a) Credit risk
Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The company generally doesn't have collateral.
The carrying amounts of financial assets represent the maximum credit risk exposure. The maximum exposure to credit risk at the reporting date is as follows :-
An impairment analysis is performed for all major customers at each reporting date on an individual basis. In addition, a large number of minor receivables are grouped into homogenous group and assessed for impairment collectively. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. 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.
Bank balances and deposits with banks
Credit risk from balances with banks is managed by the company's finance department as per Company's policy. Investment 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 Board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty 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.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
Trade receivables
Customer credit risk is managed as per Company's established policy, procedures and control relating to customer credit risk management. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
c) Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows arising out of change in the price of a financial instrument. These include change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowing.
The company manages market risk through a risk management committee engaged in, inter alia, evaluation and identification of risk factors with the object of governing / mitigation them accordingly to company's objectives and declared policies in specific context of impact thereof on various segments of financial instruments.
Currency risk
The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which sales, purchase are denominated and the respective functional currencies of Company. The Company has export sales primarily denominated in US dollars.
d) Interest 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 entity's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.
28 Capital Management
26.1 Deferred tax asset on unabsorbed depreciation under Income Tax Act, has been recognised to the extent it is probable that future taxable income will be available against which these can be utilised. Accordingly, deferred tax assets have not been created on unabsorbed depreciation and carried forward business losses of H 33,319.45 lacs as on March 31, 2026 (P.Y. H 30,647.41 lacs)
For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.
Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.
Contingent liabilities above represent estimates made mainly for probable claims arising out of litigation and disputes pending with tax authorities. The probability and timing of outflow with regard to these matters depend on the final outcome of litigations / disputes. Hence the Company is not able to reasonably ascertain the timing of the outflow.
I n addition to above, the Company is also subject to legal proceedings and claims which arise in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adeguately provided for where provisions are reguired and disclosed as contingent liability, where applicable. The management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's operations or financial condition.
30 Operating Lease:
a) The company has taken certain office premises and warehouse under cancellable operating leases. In the rent agreements there are no terms for purchase option or any restriction such as those concerning dividend and additional debts. Lease agreements of the company do not contain any variable lease payment or any residual value guarantees.
Information in respect of leases for which right-of-use assets and corresponding lease liabilities have been recognised are as follows:
Defined Benefit Plan
The Employees' gratuity fund scheme managed by LIC is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method ( PUCM ), which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity
b) Lease rentals of ' 110.37 lacs (P.Y. ' 45.83 lacs ) in respect of short term lease have been recognised in the statement of profit and loss as rent expense.
c) The Company has taken bottling units under short term cancellable operating lease at various locations and during the financial year ' 103.76 lacs (P.Y. ' 139.14 lacs ) paid towards lease rentals has been charged to Statement of Profit and Loss under Contract manufacturing cost.
32 Employee Stock Option Scheme
a) The Company has implemented;
(i) Tilaknagar Employee Stock Option Scheme, 2008
(ii) Tilaknagar Employee Stock Option Scheme, 2010
(iii) Tilaknagar Employee Stock Option Scheme, 2012
(iv) Tilaknagar Stock Appreciation Rights Scheme 2024 ("SAR Scheme")
(v) Tilaknagar Employee Stock Option Scheme, 2025
in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations") and the Special Resolutions passed by the members on August 27, 2007, August 24, 2009, September 20, 2010, May 24, 2012, August 27, 2024 and February 09, 2026 respectively.
33 Segment Reporting:
The Company is predominantly engaged in the business of manufacture and sale of Indian Made Foreign Liquor and its related products which constitute a single business segment. This is the only activity performed and is thus also the main source of risks and returns. Accordingly there is no other separate segment as per Indian Accounting Standard 108 dealing with "Operating Segment". The geographical segmentation is insignificant as the export turnover is less than 10% of the total turnover and also company's Non Current assets (other than Financial Instrument, deferred tax, post employment benefits and rights arising under insurance contracts) are located in India.
Revenue of I 3,73,276 lacs is derived from the three external customers ( P.Y.I 2,56,757 lacs ) that individually contributed more than 10% of the total revenue.
**Key Managerial Personnel who are under the employment of the Company are entitled to post employment benefits and other long term employee benefits recognised as per Ind AS 19 - 'Employee Benefits' in the financial statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.
c) In addition to the above remuneration, the Board of Directors have approved payment of Commission to Non-Executive (including Independent) Directors of the Company of an aggregate amount not exceeding Rs. 50,00,000 for the financial year 2025-26 and Commission to Executive Directors of the Company including Executive Directors who are part of Promoter and Promoter Group of an aggregate amount not exceeding Rs 5,00,00,000, subject to the approval of the Members at the ensuing Annual General Meeting.
35 I n accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
41 The Company has entered into arrangements with Tie-up Manufacturing Units (TMUs) and its wholly owned Subsidiaries (referred as Subsidiaries), wherein TMUs and Subsidiaries manufacture and sell beverage alcohol on behalf of the Company. Under such arrangements, the Company has exposure to significant risks and rewards associated with the sale of products i.e. it has the primary responsibility for providing goods to the customer, has pricing latitude and is also exposed to inventory and credit risks. Accordingly, the transactions of the TMUs and Subsidiaries under such arrangements have been recorded as gross revenue, excise duty and expenses as if they were transactions of the Company. The Company also presents inventory under such arrangements as its own inventory. The net receivables from / payable to TMUs and Subsidiaries are recognised under other financial assets / other financial liabilities respectively.
42 The Company expects to restart the grain distillery plant post incurring of relevant capital expenditure. In view of this, the management believes that there is no impairment in value of its ENA Plant and hence the recoverable amount of the ENA Plant is not reguired to be estimated.
43 a) Anupama Wine Distributors has filed a suit before the City Civil Court, Bangalore claiming approximately I 731.10
lacs towards refund of security deposit and other dues. The Hon'ble Court vide its Order dated December 22, 2007 dismissed their application for attachment of property for recovery of the above dues. The Company has filed a counter claim for the sum of approximately I 1,193.00 lacs against Anupama Wine Distributors and the matter is pending before City Civil Court, Bangalore. Arguments were over by April 2026 and the matter was reserved for orders.
b) A body corporate had filed a suit in the Bombay High Court in 2009 disputing ownership of one of the Company's brands, against which the Company filed a counterclaim. By order dated December 22, 2011, the Court ruled in favor of the Company, permitting unrestricted nationwide use of the brand. An appeal against this order was dismissed by the Division Bench on July 16, 2025, thereby affirming the Company's rights. Separately, a Single Bench order dated February 7, 2025 had permitted the body corporate's assignee to use the brand name in West Bengal; however, this order was stayed and subseguently set aside by the Division Bench on July 16, 2025, pursuant to the Company's appeal, and the assignee undertook not to act upon it. The body corporate challenged the Division Bench decision before the Supreme Court, which on September 16, 2025 upheld the July 16, 2025 order and disposed of the Special Leave Petitions, resulting in the body corporate and its assignee being restrained from using the brand name until final adjudication of the suit and the cancellation of permission granted to the assignee of the Body Corporate in West Bengal. The matter is presently pending before the Bombay High Court, where the Assignee of the Body Corporate has filed their evidence and the Company has filed an interim application to file additional written statement, this interim application of the Company is allowed and the matter is adjourned to 15th June, 2026, the body corporate has informed the Court that they will be filing their evidence before the scheduled date. Meanwhile, the Company continues uninterrupted and exclusive use and sale of goods under the brand.
46 Note on Acquisition of Imperial Blue Business
On 23 July 2025, the Company entered into a Business Transfer Agreement ("BTA") with Pernod Ricard India Private Limited ("PRIPL") to acguire the Imperial Blue business division ("IB Business") through a slump sale on a going concern basis. The transaction received approval from the Competition Commission of India on 7 October 2025 and was completed on 1 December 2025, which has been considered as the acguisition date for accounting purposes under Indian Accounting Standard (Ind AS) 103 - Business Combinations.
The acguisition is in line with the Company's long-term strategy of strengthening its presence in the Indian Made Foreign Liguor (IMFL) segment by expanding its whisky portfolio, enhancing its brand portfolio, increasing its geographic footprint and creating long-term value through operational and commercial synergies.
Pursuant to the acguisition, the Company acguired the Imperial Blue brand together with allied trademarks including Imperial Black and Imperial Red, associated intellectual property rights and the related business undertaking. In connection with the acguisition, the Company also entered into (i) a Trademark Licence Agreement for use of the "Seagram's" trademark during the transition period, (ii) a long-term Concentrated Alcoholic Beverage ("CAB") Supply Agreement, and (iii) a Transitional Services and Manufacturing Agreement ("TSMA") with PRIPL to facilitate an orderly transition of the acguired business.
The total consideration transferred for the acguisition amounted to C 3,63,333.06 lacs, comprising an upfront cash consideration of C 3,44,234.13 lacs and deferred consideration having a fair value of C 19,098.93 lacs (discounted using a pre-tax cost of debt of 10.5% over a period of four years). The contractual deferred consideration payable after four years amounts to EUR 28 million (approximately C 28,990 lacs).
48 The Revenue from Operations includes ' 6,692.44 lacs for the year ended March 31, 2026 ( P.Y. ' 2,901.09 Lacs ) received as partial Subsidy from Government of Maharashtra under Package Scheme of Incentives, 2007, relating to past investments.
49 During the financial year 2025-2026, the Company made an additional follow-on investment of 4,008 Equity Shares and 11,752 Compulsory Convertible Preference Shares in Spaceman Spirits Lab Private Limited ("SSL"), makers of premium Indian craft gin Samsara and craft rum Sitara, aggregating to Rs 1,066.29 lacs. Post completion of the aforementioned investments, the Company's shareholding in SSL stands increased to 21.36% on a fully diluted basis. Accordingly, SSL became an associate Company.
50 During the financial year 2025-2026, the Company issued Equity Shares of face value Rs 10/- each and Convertible Warrants of face value Rs 10/- each to the persons belonging to the promoters and non-promoters category on a preferential basis as per the following table :-
The identifiable intangible assets primarily comprise the Imperial Blue trademarks and associated intellectual property, the favourable CAB supply arrangement and the contractual right to use the "Seagram's" trademark. These assets have been recognised separately from goodwill as they satisfy the recognition criteria under Ind AS 103.
The goodwill of C 9,496.55 lacs represents the value of expected future economic benefits arising from anticipated growth opportunities, enhancement of the Company's premium and prestige whisky portfolio, distribution network synergies, operational efficiencies, assembled workforce and other benefits that do not qualify for separate recognition as identifiable intangible assets.
The deferred consideration has been recognised at its acquisition-date fair value in accordance with Ind AS 103.
Acquisition-related costs, being non-recurring in nature and directly attributable to the acquisition, amounting to C 22,006.72 lacs for the year ended 31 March 2026 have been recognised as Exceptional Items in the Statement of Profit and Loss in accordance with Ind AS 103.
47 The Income Tax Department conducted a search operation under section 132 of the Income Tax Act,1961 on 2nd February'24 at the premises of the Company and key persons. The Deputy Commissioner of Income tax (DCIT) has reassessed the income pursuant to the search and has passed the assessment orders from AY 2016-17 to AY 2024-25. Certain additions / disallowances were made to the returned income of the company against which the company had filed an appeal before the Commissioner of Income-tax (Appeals) - CIT(A). Subsequently, an order under section 250 of the Act was passed by the Hon'ble CIT (A) wherein a partial relief amounting to C 16,869.11 lacs was granted. Based on the Company's risk- assessment process and applicable laws, there is no material impact on the financial position, operation, or other activities of the Company. The company will be filing further appeals before the Tribunal against the above CIT(A) orders and expects a favourable outcome.
Accordingly, as on March 31, 2026, 70,70,000 convertible warrants issued to Promoters are pending conversion to equity shares. An amount of Rs 6,751.85 lacs for the said warrants is lying under money received against share warrants in Other Equity and Rs 20,255.55 lacs is outstanding as on March 31, 2026.
51 The Board of Directors of the Company "Transferee Company" at their Board Meeting held on May 29, 2026, approved the Composite Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules and regulations. The Scheme, inter alia, provides for amalgamation of two wholly-owned subsidiaries of the Company, viz. (i) Punjabexpo Breweries Private Limited; (ii) Vahni Distilleries Private Limited; collectively referred to as the "Transferor Companies" and individually referred to as the "Transferor Company" with and into the transferee company. The appointed date for the Scheme is proposed to be 1 April 2026 or such other date as may be approved by the Hon'ble National Company Law Tribunal(s) for the purposes of the Scheme. The Scheme shall be subject to necessary approvals by the Shareholders, Creditors, Jurisdictional Bench of National Company Law Tribunal ("NCLT") and other statutory and regulatory authorities, as may be required."
52 a) The Board of Directors recommended payment of Dividend of C 1 per equity share of C 10/- each for the financial year
ended March 31, 2026 subject to the approval of the Members at the ensuing Annual General Meeting.
b) During the financial year 2025-26 the Company has paid dividend of ' 1,938.14 lacs ( ' 1/- per share) against the dividend declared for the financial year 2024-25.
55 Other Statutory Information
There are either no transactions to report against the following disclosure reguirements as notified by MCA pursuant to amended Schedule III or the same are not applicable to the Company
a) Undisclosed Income
b) Details of Crypto Currency or Virtual Currency
c) Details of Benami Property held
d) Wilful Defaulter
e) Relationship with Struck off Companies
f) Registration of charges or satisfaction with Registrar of Companies
g) Compliance with number of layers of companies
h) Compliance with approved Scheme(s) of Arrangements
i) Utilisation of Borrowed funds and share premium
56 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. With respect to changes made by certain privileged access rights to the SAP application and / or the underlying database audit trail feature is not enabled. The Company does have a privileged access monitoring tool that monitors these access rights and the Company is in the process of further strengthening this feature with adeguate logs to be maintained. Further no instance of audit trail feature being tampered with was noted in respect of the software. Additionally, the audit trail of previous year has been preserved by the Company as per the statutory reguirements for record retention to the extent it was enabled and recorded in the previous year.
57 Figures of previous year have been regrouped, reclassified and recast, wherever considered necessary.
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