xxiii) Provisions
A provision is recognized when the Company has a
present obligation (legal or constructive) as a result of
past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. The expense relating to a
provision is presented in the statement of profit and loss
net of any reimbursement. If the effect of the time value
of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time
is recognised as a finance cost.
In case of seeds division, the Company makes an
estimation of probable sales return out of the sales
booked during the financial year, considering the terms
and condition of the sale and past tendency of such sales
return. A provision is made for loss on account of such
estimated sales return which is approximate to the
amount of profit originally booked on such sale.
xxiv) Segment Reporting Policies
Operating segments are reported in a manner consistent
with the internal reporting provided to the Chief
Operating Decision Maker. Chief Operating Decision
Maker review the performance of the Company
according to the nature of products manufactured,
traded and services provided, with each segment
representing a strategic business unit that offers
different products and serves different markets. The
analysis of geographical segments is based on the
locations of customers.
Segment accounting policies
The Company prepares its segment information in
conformity with the accounting policies adopted for
preparing and presenting standalone financial
statements of the Company as a whole.
2.B. Significant accounting judgements, estimates and
assumptions
The preparation of the Company's standalone financial
statements requires management to make judgements,
estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, the accompanying
disclosures and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future
periods.
a) Determining the lease term of contracts with renewal
and termination options- Company as lessee
The Company determines the lease term as the non¬
cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is
reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.
The Company has several lease contracts that include
extension and termination options. The Company
applies judgement in evaluating whether it is reasonably
certain whether or not to exercise the option to renew
or terminate the lease. That is, it considers all relevant
factors that create an economic incentive for it to
exercise either the renewal or termination. After the
commencement date, the Company reassesses the lease
term if there is a significant event or change in
circumstances that is within its control and affects its
ability to exercise or not to exercise the option to renew
or to terminate (e.g., construction of significant
leasehold improvements or significant customisation to
the leased asset).
b) Defined benefit plans
The cost of the defined benefit gratuity plan, post¬
employment medical benefits and other defined benefit
plans and the present value of the obligation of defined
benefit plans are determined using actuarial valuations.
An actuarial valuation involves making various
assumptions that may differ from actual developments
in the future. These include the determination of the
discount rate, future salary increases and mortality rates.
Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for
defined benefit plans, the management considers the
interest rates of government bonds.
The mortality rate is based on publicly available mortality
tables. Those mortality tables tend to change only at
interval in response to demographic changes. Future
salary increases are based on the expected future
inflation rates. Further details about the defined benefit
obligations are given in Note 35.
c) Fair value measurement of financial instruments
When the fair values of financial assets and financial
liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their
fair value is measured using valuation techniques
including the DCF model. The inputs to these models
are taken from observable markets wherever possible,
but where this is not feasible, a degree of judgement is
required in establishing fair values. Judgements include
considerations of inputs such as liquidity risk, credit risk
and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial
instruments. Refer Note 39 for further disclosures.
d) Provision for expected credit losses of trade receivables
The Company uses a provision matrix to calculate ECLs
for trade receivables. The provision rates are based on
days past due for groupings of various customer
segments that have similar loss patterns (i.e., by
geography, product type, customer type and coverage
by deposits or others instruments).
The provision matrix is initially based on the Company's
historical observed default rates. The Company will
calibrate the matrix to adjust the historical credit loss
experience with forward-looking information. For
instance, if forecast economic conditions (i.e., gross
domestic product) are expected to deteriorate over the
next year which can lead to an increased number of
defaults in the manufacturing sector, the historical
default rates are adjusted. At every reporting date, the
historical observed default rates are updated and
changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical
observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast
economic conditions. The Company's historical credit
loss experience and forecast of economic conditions may
also not be representative of customer's actual default
in the future. The information about the ECLs on the
Company's trade receivables is disclosed in Note 40.
e) Useful life of Property, plant and equipment
The management estimates the useful life and residual
value of property, plant and equipment based on
technical evaluation. These assumptions are reviewed
at each reporting date.
f) Impairment of non-financial assets
Impairment exists when the carrying value of an asset
or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal
and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales
transactions, conducted at arm's length, for similar
assets or observable market prices less incremental costs
for disposing of the asset. The value in use calculation is
based on a discounted cash flow (DCF) model. The cash
flows are derived from the budget for the next five years
and do not include restructuring activities that the
Company is not yet committed to or significant future
investments that will enhance the asset's performance
of the CGU being tested. The recoverable amount is
sensitive to the discount rate used for the DCF model as
well as the expected future cash-inflows and the growth
rate used for extrapolation purposes. These estimates
are most relevant to goodwill recognised by the
Company.
g) Revenue from contracts with customers
The Company applied the following judgements that
significantly affect the determination of the amount and
timing of revenue from contracts with customers:
Determining method to estimate variable
consideration and assessing the constraint
Certain contracts for the sale of goods include a right of
return and volume rebates that give rise to variable
consideration. In estimating the variable consideration,
the Company is required to use either the expected value
method or the most likely amount method based on
which method better predicts the amount of
consideration to which it will be entitled.
The Company determined that the expected value
method is the appropriate method to use in estimating
the variable consideration for the sale of goods with
rights of return, given the large number of customer
contracts that have similar characteristics. In estimating
the variable consideration for the sale of goods with
volume rebates, the Company determined that using a
combination of the most likely amount method and
expected value method is appropriate. The selected
method that better predicts the amount of variable
consideration was primarily driven by the number of
volume thresholds contained in the contract. The most
likely amount method is used for those contracts with a
single volume threshold, while the expected value
method is used for contracts with more than one volume
threshold.
Before including any amount of variable consideration
in the transaction price, the Company considers whether
the amount of variable consideration is constrained. The
Company determined that the estimates of variable
consideration are not constrained based on its historical
experience, business forecast and the current economic
conditions. In addition, the uncertainty on the variable
consideration will be resolved within a short time frame.
Estimating variable consideration for returns and
volume rebates
The Company estimates variable considerations to be
included in the transaction price for the sale of goods
with rights of return and volume rebates.
The Company developed a statistical model for
forecasting sales returns. The model used the historical
return data of each product to come up with expected
return percentages. These percentages are applied to
determine the expected value of the variable
consideration. Any significant changes in experience as
compared to historical return pattern will impact the
expected return percentages estimated by the Company.
The Company's expected volume rebates are analysed
on a per customer basis for contracts that are subject to
a single volume threshold. Determining whether a
customer will be likely entitled to rebate will depend on
the customer's historical rebates entitlement and
accumulated purchases to date.
The Company applied a statistical model for estimating
expected volume rebates for contracts with more than
one volume threshold. The model uses the historical
purchasing patterns and rebates entitlement of
customers to determine the expected rebate
percentages and the expected value of the variable
consideration. Any significant changes in experience as
compared to historical purchasing patterns and rebate
entitlements of customers will impact the expected
rebate percentages estimated by the Company.
The Company updates its assessment of expected
returns and volume rebates quarterly and the refund
liabilities are adjusted accordingly. Estimates of expected
returns and volume rebates are sensitive to changes in
circumstances and the Company's past experience
regarding returns and rebate entitlements may not be
representative of customers' actual returns and rebate
entitlements in the future.
h) Taxes
Deferred tax assets are recognised for unused tax losses
to the extent that it is probable that taxable profit will
be available against which the losses can be utilised.
Significant management judgement is required to
determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the level
of future taxable profits together with future tax
planning strategies.
i) Leases - Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate
implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR
is the rate of interest that the Company would have to
pay to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset of a
similar value to the right-of-use asset in a similar
economic environment. The IBR therefore reflects what
the Company 'would have to pay', which requires
estimation when no observable rates are available or
when they need to be adjusted to reflect the terms and
conditions of the lease. The Company estimates the IBR
using observable inputs (such as market interest rates)
when available and is required to make certain entity-
specific estimates.
2.C. Recent pronouncement
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.
In May 2025, MCA notified amendments to Ind AS 21 - The
Effects of Changes in Foreign Exchange Rates, applicable w.e.f.
April 1, 2025. The Company has reviewed the amendment and
based on its evaluation has determined that it does not have
any significant impact in its financial statements.
In August 2025, MCA notified the following amendments to:
1. Ind AS 1, Presentation of Financial Statements,
applicable w.e.f. April 1, 2025 - The amendment relates
to classification of liabilities as current or non-current
and non-current liabilities with covenants. In the context
of classifying a liability as current, it removes the
requirement of existence of a right to defer settlement
for at least 12 months after the reporting date and
instead requires that the said right should exist on the
reporting date and have substance. The amendment also
introduces guidance on classification of liabilities with
covenants. The Company has no impact of these
amendments in its classification criteria of current and
non-current liabilities.
2. Ind AS 7, Statement of Cash Flows and Ind AS 107,
Financial Instruments: Disclosures, applicable w.e.f. April
1, 2025 - 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
significant impact in its financial statements.
3. Ind AS 12, International Tax Reform - Pillar Two Model
Rules applicable immediately - The amendments provide
a temporary mandatory relief from deferred tax
accounting for top-up tax and disclose that they have
applied the relief. The Company has reviewed the
amendment and based on its evaluation has determined
that it does not have any significant impact in its financial
statements.
Investment property consist of freehold lands owned by the Company.
The Ministry of Road Transport and Highways vide their gazette notification dated 02.03.2024 notified compulsory acquisition of 450 sq
mtr land situated at village Pannagudi, Taluka Naggapattim. During the year ended 31 March 2026, vide order dated 11.08.2025 The
Ministry of Road Transport and Highways awarded compensation to the company.
The Company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current
prices in an active market for similar properties. Where such information is not available, the Company considers information from a
variety of sources including :-
1. Current prices in an active market of properties of different nature or recent prices of similar properties in less active market adjusted
to reflect those differences.
2. Discounted cash flow projections based on reliable estimates of future cash flows.
3. Capitalised income projections based upon a property's estimated net market income, and a capitalisation rate derived from an
analysis of market evidence.
As at 31 March 2026 and 31 March 2025, the fair values of the investment properties are INR 631.75 Lakhs and INR 609.12 Lakhs respectively.
These valuations are based on valuations performed by an accredited independent valuer, who is specialist in valuing these types of
investment properties. A valuation model in accordance with that recommended by the International Valuation Standards Committee has
been applied. The valuation is done based on current prices in active market of properties of different nature.
(a) During the year ended 31 March 2025, the company has been allotted 69,16,173 number of 0.001% series A compulsory convertible
preference shares by Zuari Maroc Phosphates Private Limited at face value of INR 10 each for an aggregate consideration of INR
177.40 Crore in terms of the security subscription agreement entered amongst the Company, Zuari Maroc Phosphates Private Limited
and OCP S.A. Subsequently the company has exercised its right to convert them into equity shares and on 22 December 2025 has been
allotted 69,16,173 equity shares of face value of INR 10 each.
(b) As of 31 March 2026, Nil (31 March 2025: 3,33,55,907) equity shares of Mangalore Chemicals and Fertilizers Limited ("MCFL") are
pledged as security for long-term borrowings from banks/financial institutions (refer Note 13 & 14). Out of the total shares pledged at
the end of previous financial year, 2,40,90,907 shares were released prior to the adoption of the previous year's financial statements.
Consequent to the amalgamation of MCFL with Paradeep Phosphates Limited ("PPL"), the remaining pledged shares were discharged
in exchange for equity shares of PPL under the share swap arrangement. During the year ended 31 March 2026, 2,70,77,050 equity
shares of Paradeep Phosphates Limited received pursuant to the merger have been pledged as security for the long-term borrowings
(refer Note 13 & 14).
(c) During the year ended 31 March 2026, Mangalore Chemicals & Fertilizers Limited ("MCFL") has been amalgamated into Paradeep
Phosphates Limited ("PPL") pursuant to the scheme of amalgamation approved by NCLT. In accordance with the approved share-
exchange ratio, the Company received 6,54,33,846 equity shares of PPL in exchange for its erstwhile investment in MCFL.
Consequent to the merger and resulting derecognition of MCFL as a subsidiary, and the initial recognition of the investments in PPL
effective from September 30, 2025, the Company has classified this investment in PPL as a Financial Asset at Fair Value through Other
Comprehensive Income (FVTOCI) in accordance with the principles of Ind AS 109. Refer the detailed note no 45.
(d) The management has assessed fair value of the investment in unquoted share of Indian Potash Limited based on valuation report of an
independent valuer. For details of method and assumptions used for the valuation refer Note 35.
(e) Investments at fair value through OCI (fully paid) reflect investment in quoted and unquoted equity securities. These equity shares are
designated as fair value through other comprehensive income (FVTOCI) as they are not held for trading purpose. Thus, disclosing their
fair value fluctuation in profit and loss will not reflect the purpose of holding. The Company has not reclassified any gain or loss within
equity in the current or previous period. Refer Note 35 for determination of their fair values.
(f) Pursuant to the SEBI settlement order, the company voluntarily debarred itself from buying, selling or trading in securities market for
the period of March 5, 2026 to June 4, 2026. Refer note no 47.
i. The Company had given an advance of INR 4,029.44 Lakhs in June 2010 to Karnataka Industrial Area Development Board (KIADB) for
allotment of land for setting up of 12 Lakhs TPA urea plant in Belgaum district. KIADB failed to acquire the land and after continuous
discussion with KIADB for two years, the Company had come out of the project. KIADB had refunded INR 3,425.02 Lakhs and retained
INR 604.42 Lakhs which was to be adjusted in case the Company seek some other land in Karnataka. Based on the details of land
subsequently provided by the KIADB, the Company has requested to allot 12 acres land at Belapu industrial estate and adjust the
retained amount by KIADB to the cost of the new land. However, KIADB has not yet agreed for the adjustment. Management had filed
the writ petition in the Hon'ble High Court of Karnataka at Bengaluru against the State of Karnataka - Industries and Commerce
Department and KIADB for not allotting land to the Company for setting up Fertilizer Project in Belapu Industrial Area, Udupi District,
Karnataka and illegally withholding a sum of INR 604.52 Lakhs. The Hon'ble High Court vide judgement dated 16 September 2019
disposed of the matter and directed the KIADB to consider the application of the Company for the allotment of Land within a period
of six weeks from the date of receipt of certified copy of order. Pursuant to the court order, the Company issued a letter to KIADB
requesting them to allot alternate land. KIADB vide their order dated 18 November 2019 has refused to adjust the forfeited amount
against allotment of land in Belapu. Subsequently, the Company has filed a writ petition with Hon'ble High Court of Karnataka at
Bangalore on 10 February 2020 challenging the KIADB order dated 18 November 2019. The Petition was listed for hearing on 23
September 2021. After hearing our counsels briefly on the matter, the Hon'ble court directed for the matter to be listed after two
weeks for admission. Later the matter came up for hearing on 13th January 2025, wherein the Government advocate was directed to
take notice on behalf of respondent no. 1 (State of Karnataka), and ordered to issue notice to respondent no. 2 (Karnataka Industrial
Areas Development Board). The matter is listed for reply of respondent no. 1 and 2. Next date is awaited.
Based on previous judgement and legal opinion obtained by the management for this matter, the management is hopeful to get the
above amount adjusted against allotment of land or refund of the same.
i. During the year ended 31 March 2026, pursuant to a resolution passed by the Board of Directors, the Company decided not to sell the
land parcel located in Goa. Instead, management is exploring alternative business opportunities for this site. Accordingly, the land has
been reclassified from 'Assets Held for Sale' to 'Property, Plant and Equipment' (PPE).
ii. During the year ended 31 March 2025, the company had sold its Pune office premises.
iii. The board of directors of the Company have at their meeting dated November 25, 2024 approved the revised number of equity shares
of Mangalore Chemicals and Fertilizers Limited to be transferred by the Company to Zuari Maroc Phosphates Private Limited ("ZMPPL")
from 3,92,06,000 to 2,90,37,000, pursuant to and as an integral part of the composite scheme of arrangement by and amongst
Mangalore Chemicals and Fertilizers Limited, Paradeep Phosphates Limited and their respective shareholders and creditors, for an
aggregate cash consideration of INR 41,813.28 Lakhs. Accordingly during the year ended 31 March 2025, assets amounting to INR
24,540.08 Lakhs (2,90,37,000 No. of Equity Shares of Mangalore Chemicals and Fertilizers Limited) have been reclassified under "Assets
held for sale". Subsequently on 13 October 2025 2,90,37,000 equity shares of Mangalore Chemicals and Fertilizers Limited transferred
by the Company to Zuari Maroc Phosphates Private Limited ("ZMPPL") and performance security was returned to Zuari Maroc Phosphates
Private Limited ("ZMPPL").
Assets classified as held for sale during the reporting period are measured at lower of its carrying amount and fair value less cost to sell
at the time of reclassification. Fair value of the assets were determined using the market approach.
No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor
any trade or other receivables are due from firms or private companies respectively in which any director of the Company is a partner, a
director or a member.
For terms and conditions relating to related party receivables, Refer Note 33.
Trade receivables from dealers are non-interest bearing during the normal credit periods and are generally on terms of 15 to 120 days.
Nature and purpose of reserves
Business Restructuring Reserve
In the Finance Year 2012-13, pursuant to the Scheme of Arrangement and Demerger ("The Scheme") between Zuari Industries Limited
(Formerly Zuari Global Limited) and Zuari Holdings Limited (now known as Zuari Agro Chemicals Limited, the Company) approved by the
Hon'ble High Court of Bombay at Goa, on 2 March 2012, all the assets and liabilities pertaining to Fertiliser Undertaking as on 1 July 2011
of Zuari Industries Limited (Formerly Zuari Global Limited) had been transferred to the Company at their book values and accordingly the
surplus of assets over the liabilities of the Fertiliser undertaking so demerged, resulted in creation of Business Restructuring Reserve of INR
65,404.84 Lakhs in terms of the Order of the Hon'ble High Court of Bombay at Goa which was filed with the Registrar of Company on 21
March 2012. The said reserve be treated as free reserve and be restricted and not utilized for declaration of dividend by the Company.
General Reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage
in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is
more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable
results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage
of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised
only in accordance with the specific requirements of Companies Act, 2013.
Surplus / (deficit) in the statement of profit and loss
Surplus / (deficit) in the statement of profit and loss represents the profits / (losses) generated by the Company that are not distributed to
the shareholder and are re-invested in the Company.
Equity instruments through Other Comprehensive Income
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income.
These changes are accumulated within the FVOCI equity investments reserve within equity. The Company transfers amounts from this
reserve to retained earnings when the relevant equity securities are derecognised.
1 (a). Indian rupee term loan from a financial institution of INR 1,495.49 Lakhs (including current maturities of INR 1,495.49 Lakhs)
carries interest rate of 11.50%-12.00% p.a (31 March 2025: INR 3,991.25 Lakhs (including current maturities of INR 2,500.00
Lakhs) carries interest rate of 12.00% p.a.) The loan is repayable on December 2026. The loan is secured by exclusive charge over
land (including structures) with minimum cover of 1.3 times and pledge of shares of Paradeep Phosphates Limited erstwhile
Mangalore Chemicals and Fertilisers Limited ("MCFL"), with a minimum share security cover of 1.10 times.
1 (b). Indian rupee term loan from a financial institution of INR 3,983.50 Lakhs (including current maturities of INR Nil) carries interest
rate of 11.50%-12.00% p.a (31 March 2025: INR 3,977.47 Lakhs (including current maturities of INR Nil) carries interest rate of
12%). The loan is repayable on September 2027. The loan is secured by exclusive charge over land (including structures) with
minimum cover of 1.3 times and pledge of Paradeep Phosphates Limited erstwhile Mangalore Chemicals and Fertilisers Limited
("MCFL"), with a minimum share security cover of 2 times.
1 (c). Indian rupee term loan from a financial institution of INR 6,994.99 Lakhs (including current maturities of INR Nil) carries interest
rate of 8.95%-9.00% p.a (31 March 2025: INR Nil (including current maturities of INR Nil) carries interest rate of Nil. The loan is
repayable on January 2029. The loan is secured by pledge of shares of of Paradeep Phosphates Limited , with a minimum share
security cover of 2 times.
2 (a). Non-Convertible Debentures of INR Nil (including current maturities of INR Nil) [31 March 2025: INR 4,953.82 Lakhs (including
current maturities of INR 4,953.82 Lakhs)] carries coupon rate of 11.65% p.a.] were secured by pledge of shares of its subsidiary,
Mangalore Chemicals and Fertilisers Limited ("MCFL"), with a minimum share security cover of 2.00 time. The debentures, originally
due for maturity in October 2025, were redeemed early in April 2025.
3. Inter-corporate deposit of INR Nil (31 March 2025: INR 7,850.00 Lakhs). These deposits carry an interest rate of 11.00%-12.00% (31
March 2025: 12.00%-12.50% p.a) and are repayable within 12 months from the date of disbursement/ due for renewal.
2,70,77,050 (31 March 2025: 3,33,55,907) number of shares of Paradeep Phosphates Limited erstwhile Mangalore Chemicals and
Fertilisers Limited are pledged as security for total secured loans taken from bank/ FI's (Refer Note 13 & 14).
The Company has not filed any quarterly returns or statement of current assets with banks or financial institutions as there is no
working capital loan availed during the period.
(a) Exceptional items for the year ended 31 March 2026 includes INR 931.59 Lakhs representing gain on slump sale as more fully described
in Note 27
(b) Exceptional items for the year ended 31 March 2026 includes INR 17,273.20 Lakhs representing gain in transfer of equity shares as
more fully described in Note 45
(c) Exceptional items for the year ended 31 March 2026 includes INR 98,691.13 Lakhs representing gain in transfer of equity shares as
more fully described in Note 45
(d) Exceptional items for the year ended 31 March 2026 includes INR (4.56) Lakhs representing loss on statutory impact of new labour
codes as more fully described in Note 51
* During the year ended 31 March 2025, the Company along with Zuari Industries Limited (Related party of the company) has surrendered
its exemption to hold contribution in Employees' Provident Fund Trust of the Company (Zuari Industries Limited Employee Provident
Fund Trust - ZIL EPF Trust) to Employees' Provident Fund Organisation (EPFO) based on the statutory obligation as at January 31, 2025
by availing the option of depositing entire corpus of Zuari Industries Limited Employee Provident Fund trust in liquid cash to EPFO.
During the year ended 31 March 2025 Till 31st January, 2025 Plan assets have not been recognised in the financial statements, as the
surplus of the trust, is distributable among the beneficiaries of the provident fund trust. The above includes amount contributed by
Zuari Industries Limited (related party of the Company). W.e.f. 31st January, 2025 due to surrender of exemption of Zuari Industries
Limited Employee Provident Fund Trust to the Employees' Provident Fund Organization (EPFO), Government of India, The Company
has no obligation other than the contribution payable to the Provident Fund. The Company recognizes contribution payable to the
Provident Fund scheme as an expenditure, when an employee renders the related service. If the contribution payable to the scheme
for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized
as a liability
a) Gratuity
Funded
Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of
6 months and is payable on retirement/termination/resignation. The Gratuity plan is governed by the Payment of Gratuity Act, 1972.
Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends
on the member's length of service and salary at retirement/termination/resignation. The Gratuity plan for the Company is a defined
benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide
gratuity benefits. The Trust has taken an insurance policy, whereby these contributions are transferred to the insurer. The Company
makes provision of such gratuity asset/liability in the books of account on the basis of actuarial valuation carried out by an independent
actuary.
Unfunded
Employees are not covered under qualifying Gratuity insurance policy, Gratuity is computed as 15 days salary, for every completed
year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The Gratuity plan is
governed by the Payment of Gratuity Act, 1972. Under the act, an employee who have completed five years of service is entitled to
specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement/termination/
resignation. The Gratuity plan for these employees is entirely unfunded. The Company makes provision of such gratuity liability in the
books of account on the basis of actuarial valuation carried out by an independent actuary.
b) Provident Fund
As per Ind-AS 19, Employee Benefits, provident funds setup by employers, which requires interest shortfall to be met by the employer,
needs to be treated as defined benefit plan. Actuarial valuation of Provident Fund was carried out in accordance with the guidance
note issued by Actuary Society of India. During the year ended 31 March 2025, the Company along with Zuari Industries Limited
(Related party of the company) has surrendered its exemption to hold contribution in Employees' Provident Fund Trust of the Company
(Zuari Industries Limited Employee Provident Fund Trust - ZIL EPF Trust) to Employees' Provident Fund Organisation (EPFO) based on
the statutory obligation as at January 31, 2025 by availing the option of depositing entire corpus of Zuari Industries Limited Employee
Provident Fund trust in liquid cash to EPFOW.e.f. 31st January, 2025 due to surrender of exemption of Zuari Industries Limited Employee
Provident Fund Trust to the Employees' Provident Fund Organization (EPFO), Government of India, the Company has no obligation
other than the contribution payable to the Provident Fund. The Company recognizes contribution payable to the Provident Fund
scheme as an expenditure, when an employee renders the related service. If the contribution payable to the scheme for service
received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a
liability.As per the arrangement, the Trust has liquidated the investment portfolio and other assets from Zuari Industries Limited
Employee Provident Fund Trust and the shortfall/ deficit between the value of investment portfolio held by ZIL EPF Trust and ZIL EPF
Trust obligation to EPFO was made good by the Companies. Accordingly, net loss of INR 176.18 Lakhs (94.54% share of the company)
is accounted under Employee benefit expenses in the financial statements for the year ended March 31, 2025 and the past accumulations
of PF contributions (with interest) as on 31st January, 2025 amounting to INR 1,174.07 Lakhs transferred to EPFO.
c) Post Retirement Medical Benefit Plan
The Company has a defined benefit post retirement medical benefit plan, for its employees. The Company provides medical benefit to
those employees who leave the services of the Company on retirement. As per the plan, retired employee and the spouse will be
covered till the age of 85 years and the dependent children till they attain the age of 25 years. In case of death of retired employee, the
spouse will be covered till the age of 85 years and the dependent children till they attain the age of 25 years. The plan is not funded
by the Company.
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded
status and amounts recognised in the balance sheet for the respective plans:
i. Based on discussions with the solicitors/ favourable decisions in similar cases/ legal opinions taken by the Company, the
management does not expect these claims to succeed and hence, no provision there against is considered necessary.
ii. Subsequent to the end of Finance year 31 March 2026, the Company had received a demand notice of INR 29,645.99 Lakhs on
vide letter dated 21 April 2026 from the Office of the Executive Engineer WD IV DDW Fatorda, GOA towards arrears of water/
sewerage charges. Even prior to receiving this demand, the Company has represented to the agency to rectify the invoices/
charges. Based on agreed terms of the arrangement with the agency, the company has recognised liability of INR 75.81 Lakhs at
The management assessed that cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts
largely due to the short-term maturities of these instruments. Borrowings are primarily Indian domestic long-term rupee loans wherein
interest rates are linked to benchmark rates (Marginal Cost of Lending Rates/ Prime Lending Rates) of respective lenders. These
benchmark rates are determined based on cost of funds of the lenders, as well as, market rates. The benchmark rates are periodically
revised by the lenders to reflect prevalent market conditions. Accordingly, effective cost of debt for Borrowings at any point of time is
in line with the prevalent market rates. Due to these reasons, management is of the opinion that they can achieve refinancing, if
required, at similar cost of debt, as current effective interest rates. Hence, the discounting rate for calculating the fair value of Borrowings
has been taken in line with the current cost of debt.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The following methods and assumptions were used to estimate the fair values:
(i) Security deposits / Employee loans - The fair value of security deposits / employee loans approximates the carrying value and
hence, the valuation technique and inputs have not been given.
(ii) The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to
make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The
probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair
value for these unquoted equity investments.
(iii) The fair values of the remaining FVTOCI financial assets are derived from quoted market prices in active markets.
(iv) Performance security: The Company considers that the performance security received does not include a significant financing
component. The performance security receipt is intended to protect the interest of the company, from the counter party obligations
under the contract. Accordingly, transaction cost of performance security deposit is considered as fair value at initial recognition
and subsequently measured at amortised cost
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include
loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds
investments and enters into derivative transactions. The Company is exposed to market risk, credit risk and liquidity risk. The Company's
senior management oversees the management of these risks.The Company's risk management is carried out by a treasury department
under policies approved by the Board of directors of the Company. The treasury department identifies, evaluates and hedges financial
risks in close co-operation with the Company's operating units. The Board of directors (Committee of directors for Banking and Finance)
provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of
excess liquidity.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as commodity risk. Financial
instruments affected by market risk include borrowings, investments and derivative financial instruments. The sensitivity analysis in
the following sections relate to the position as at 31 March 2026 and 31 March 2025.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the
debt and derivatives and the proportion of financial instruments in foreign currencies are all constant.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement
obligations, provisions, and other non-financial assets.
The following assumptions have been made in calculating the sensitivity analysis:
- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on
the financial assets and financial liabilities held at 31 March 2026 and 31 March 2025.
a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company uses foreign exchange forward contracts to manage its transaction exposures. The foreign exchange
forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency
exposure of the underlying transactions, generally from one to 7 months.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of various currencies with INR,
with all other variables held constant. The impact on the Company's profit before tax is due to changes in the fair value of
monetary assets and liabilities including non-designated foreign currency derivatives.
c) Commodity price risk
The Company also deals in purchase of imported raw materials (i.e. P2O5), imported by third party, which are procured by the Company
on an high sea sale arrangement and used in the manufacturing of fertiliser. The import prices of these materials are governed by
international prices. There is a price and material availability risk.
Equity price risk
The Company's listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future
values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on
individual and total equity instruments. Reports on the equity portfolio are submitted to the Company's senior management on a
regular basis. The Company's Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was INR 12,765.60 Lakhs (31 March 2025: INR 7,093.44
Lakhs). Sensitivity analyses of these investments have been provided in Note 34.
At the reporting date, the exposure to listed equity securities at fair value was INR 70,171.26 (31 March 2025 INR Nil). A decrease of
5% on the NSE market price could have an impact of approximately INR 3,508.56 (31 March 2025 : INR Nil) on the OCI or equity
attributable to the Company. An increase of 5% in the value of the listed securities would also impact OCI and equity. These changes
would not have an effect on profit or loss.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
a) Trade receivables
The Company receivables can be classified into two categories, one is from the customers into the market and second one is from
the Government in the form of subsidy. As far as Government portion of receivables are concerned, credit risk is Nil. For market
receivables from the customers, the Company extends credit to customers in normal course of business. The Company considers
factors such as credit track record in the market and past dealings for extension of credit to customer. The Company monitors the
payment track record of the customer. Outstanding customer receivables are regularly monitored. 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. The Company has also taken security deposits from its customers, which mitigate the credit risk to
some extent. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
disclosed in Note 9. The Company holds collateral as security for many of its customers. At 31 March 2026, Nil % (31 March 2025
: 32.88% ) of the Company's trade receivables are covered by collateral security. The Company evaluates the concentration of risk
with respect to trade receivables as low, as its customers are located in several geographical areas and are having long term
business relationship with the Company.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The
Company adjusts the receipts from customer on first in first out basis. The provision rates are based on days past due for groupings
of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating, and
coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome, the
time value of money and reasonable and supportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more
than five years and are not subject to enforcement activity. Security collaterals obtained by the Company resulted in a decrease
in the ECL of INR Nil as at 31 March 2026 (31 March 2025 : INR 0.06 Lakhs). During the year ended 31 March 2026 , the Company
had performed certain key steps for recoverability of trade receivables including but not limited to reconciliation with its customers,
filing of legal cases with customers, recoverability assessment of aged receivables and etc. Basis these steps taken by the
management, the Company is carrying provision of INR Nil (31 March 2025 : INR 37.94 Lakhs) based on their best estimate.
Set out below is the information about the credit risk exposure of the Company's trade receivables and contract asset using
provision matrix:
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance
with the guidelines framed by the board of directors of the Company. Guidelines broadly covers the selection criterion and over
all exposure which the Company can take with a particular financial institution or bank. Further, the guideline also covers the limit
of overall deposit which the Company can make with a particular bank or financial institution. The Company does not maintain
the significant amount of cash and deposits other than those required for its day to day operations.
Liquidity risk
The Company's objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The
Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines
of credit are sufficient to meet its short to medium/ long term expansion needs. The Company monitors rolling forecasts of its
liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its
undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where
applicable) on any of its borrowing facilities.
38. Segment Information
Information regarding primary segment reporting as per Ind AS-108
The Company engaged in the business of manufacturing, trading and marketing of chemical fertilizers and fertilizer products which
according to the management, is considered as the only business segment. However, w.e.f. 30th September, 2025 the company has
divested its sole operating segment.
Accordingly, no separate segmental information has been provided herein.
Geographical segments
The Company operates in India and therefore caters to the needs of the domestic market. Therefore, there is only one geographical
segment and hence, geographical segment information is not required to be disclosed.
Revenue from single customer i.e. subsidy income from Government of India amounted to INR Nil (31 March 2025 : INR Nil) arising
from sales in the fertilizers segment including discontinued operations of INR 869.20 Lakhs (31 March 2025 : INR 1,831.49 Lakhs).
39. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise
the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The Company monitors capital using gearing ratio, which is net debt divided by
total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables,
less cash and cash equivalents.
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.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2026 and ended
31 March 2025.
The Company has various covenants to be complied in respect of its borrowings. The primary covenants are total outstanding liabilities
to tangible net worth ratio, debt service coverage ratio, interest coverage ratio, fixed assets coverage ratio, current ratio, debt to
EBITDA ratio, current assets to current liabilities ratio and total debt to equity ratio. There is no non compliances for debt covenants
for borrowings
41. During the financial year 2013-14, the Company had sold part of freehold land to Zuari Industries Limited (formerly, Zuari Global
Limited) at a consideration of INR 16,359.32 Lakhs. The possession of the said parcel of land was handed over on 28 March 2014;
however the transfer of title of some of the land parcels is under progress. The Company had received full consideration from the
buyer in the financial year 2013-14.
42. Zuari Industries Limited (formerly, Zuari Global Limited) had demerged its fertilizer undertaking to the Company with effect from 1 July
2011. ZIL has during an earlier year, based on Hon'ble High Court order on demerger of fertilizer undertaking, identified amount of
income tax paid under protest pertaining to fertilizer undertaking demerged into the Company.
The Company has exchanged letter of mutual understanding with ZIL wherein the Company has paid such amount of income tax
under protest. The balance carrying value of such amount is INR 522.15 Lakhs (31 March 2025: INR 522.15 Lakhs) and classified under
Income Tax Assets under non-current assets.
43. At the 14th Annual General Meeting held on 27th September 2023, the shareholders of the Company, have approved the waiver of
recovery of excess remuneration of ' 81 Lakh paid to Mr. Sunil Sethy, Ex-Managing Director during the financial year 2019-20. The
Company has filed an application under Section 454 read with Section 441 of the Companies Act, 2013 for adjudication of penalties/
compounding of offence under Section 197 of the Companies Act, 2013. Vide Order of Adjudication of Penalty dated 16th August,
2024, a penalty of ' 5 Lakh was imposed on the Company which the Company has paid on 10th October, 2024.
44. The Company has paid remuneration of INR 15.50 Lakhs to Mr. Nitin M. Kantak, Executive Director in the category of Whole Time
Director for the period from 10th January, 2026 to 31st March, 2026, pursuant to section 197 of the Companies Act, 2013 read with
Schedule V of the Companies Act vide special resolution passed by the shareholders of the Company through Postal Ballot on 8th
January, 2026.
45. The Composite Scheme of Arrangement between Mangalore Chemicals & Fertilizers Limited ("MCFL"), Paradeep Phosphates Limited
("PPL"), and their respective shareholders and creditors was approved by the Hon'ble National Company Law Tribunal ("NCLT"),
Bengaluru and Cuttack Benches, by their respective orders dated 24 September 2025 and 26 September 2025. The respective companies
filed certified true copies of the NCLT orders with the Registrar of Companies and the scheme has been fully implemented.
Accordingly, the Company has considered the loss of control over MCFL effective from 26 September 2025.
Pursuant to the NCLT Orders, the Company has transferred its investment of 2,90,37,000 equity shares in MCFL to Zuari Maroc Phosphates
Private Limited ("ZMPPL") at a consideration of INR 144 per share, aggregating to INR 41813.28 Lakhs. The related accounting effect
has been recognised as on 30 September 2025. MCFL has been derecognised as a subsidiary from that date.
The transfer of the Identified Shares by the Company to Zuari Maroc Phosphates Private Limited is considered a 'related party transaction'
under the Companies Act. The transfer of the Identified Shares by the Company to Zuari Maroc Phosphates Private Limited has taken
place pursuant to and in accordance with the price as set out in the Scheme, and undertaken on an arm's length basis.
Consequent to the Scheme becoming effective, MCFL has been amalgamated with PPL, and in accordance with the approved share-
exchange ratio, the Company has received 6,54,33,846 equity shares of PPL in exchange for its investment in MCFL. The effect of such
exchange has been considered as on 30 September 2025.
On derecognition of MCFL as a subsidiary and the initial recognition of the investment in PPL effective from 30 September 2025, the
Company has classified this investment in PPL as a Financial Asset at Fair Value through Other Comprehensive Income (FVTOCI) in
accordance with Ind AS 109. Accordingly, the change in fair value of these shares from the date of initial recognition, a loss of INR
58,092.17 Lakhs has been recognized in the 'Other Comprehensive Income' during the year ended 31 March 2026.
46. During the year ended 31 March 2026 the company has been allotted 69,16,173 number of 0.001% series A compulsory convertible
preference shares by Zuari Maroc Phosphates Private Limited at face value of INR 10 each for an aggregate consideration of INR
17739.98 Lakhs in terms of the security subscription agreement entered amongst the Company, Zuari Maroc Phosphates Private
Limited and OCP S.A. Subsequently the company has exercised its right to convert them into equity shares and on 22 December 2025
has been allotted 69,16,173 equity shares of face value of INR 10 each.
47. During the year ended 31 March 2025, the Company along with other noticees (3 former and 1 present Key Managerial Personnels),
has received a Show Cause Notice (SCN) dated 14th January, 2025 from the Securities and Exchange Board of India ("SEBI") under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act") and Regulations issued by SEBI. The Company has filed a joint settlement
application on behalf of all the noticees named in the SCN, including the Company, for settlement under the SEBI (Settlement
Proceedings) Regulation, 2018, without admitting or denying the finding of fact and conclusions of law. Subsequently, SEBI vide
Settlement Order dated 5th March, 2026 approved the settlement application and disposed of the adjudication proceedings against
the Company and the other noticees upon compliance with the terms and conditions stipulated in the Settlement Order. Accordingly,
the matter stands settled and closed.
48. During the major period of the 4th quarter of the financial year ended 31 March 2025, the Mahad plant was temporarily shut down
due to shortage of raw materials. Subsequently in the month of June 2025, the Mahad plant had resumed its operations.
49. Pursuant to the Business Transfer Agreement (BTA) dated 29th August 2025 between the company and Mangalore Chemicals & Fertilizers
Limited (MCFL), subsidiary of Zuari Agro Chemicals Limited, the Company's business of fertilizer products, which was the sole operating
segment has been divested w.e.f. 30th September 2025 (refer note no 27). The company is currently evaluating new strategic business
opportunities to strengthen its operational and financial position and create sustainable revenue streams.
50. During the year ended 31 March 2025, the Company along with Zuari Industries Limited (Related party of the company) has surrendered
its exemption to hold contribution in Employees' Provident Fund Trust of the Company (Zuari Industries Limited Employee Provident
Fund Trust - ZIL EPF Trust) to Employees' Provident Fund Organisation (EPFO) based on the statutory obligation as at 31 January 2025
by availing the option of depositing entire corpus of Zuari Industries Limited Employee Provident Fund trust in liquid cash to EPFO. As
per the arrangement, the Trust has liquidated the investment portfolio and other assets from Zuari Industries Limited Employee
Provident Fund Trust and the shortfall/ deficit between the value of investment portfolio held by ZIL EPF Trust and ZIL EPF Trust
obligation to EPFO was made good by the Companies. Accordingly, net loss of INR 176.18 Lakhs (94.54% share of the company) is
accounted under Employee benefit expenses in the financial statements for the year ended 31 March 2025 and the past accumulations
of PF contributions (with interest) as on 31 January 2025 amounting to INR 1,174.08 Lakhs transferred to EPFO.
51. On 21 November 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations
Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating
29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the
financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on
the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India.
Considering the materiality and regulatory-driven, nonrecurring nature of this impact, the Company has presented such incremental
impact as Exceptional Item as in these financial statements.
Accordingly, net charge of INR 4.56 Lakhs has been recognised as an "Exceptional Item" during the year ended 31 March, 2026. The
company will continue to track and evaluate the impact of the rules notified by the Central/ State government post 31 March 2026
and consider the appropriate accounting effect in the relevant periods as needed
(iii) The Company does not have any charges or satisfaction pending registration with ROC beyond the statutory period except E-
Form CHG-9 for modification of charges bearing charge ID 100574422 vide SRN F17273277 dated 27th July 2022. The same was
filed by the Company to secure the Non-Convertible Debentures (NCDs) worth INR 125 Crore by way of land in addition to earlier
charge created by pledge over the equity shares of Mangalore Chemicals & Fertilizers Limited and hypothecation of escrow
account. The said form was sent for resubmission by MCA on 3rd August 2022 and again on 15th August 2022. Due to transition
from V2 to V3 MCA portal from 15th August 2022 to 30th August 2022, the Company could not resubmit the E-form CHG-9 on the
V3 portal. Further, the said E-Form CHG-9 was not made available for resubmission on V3 portal till February 2023. The Company
had raised various complaints to MCA and submitted various letters to Registrar of Companies, Goa, Diu and Daman, in this
behalf. However, the issue could not resolved and the E-Form CHG-9 remained pending in the time prescribed for resubmission.
The Company, thereafter, redeemed the NCDs worth INR 25 Crore on 30th June 2023 and INR 21 Crore on 17th January 2024 and
relevant E-Forms CHG-9 for modification of charge from INR 125 Crore to INR 100 Crore and from INR 100 Crore to INR 79 Crore,
respectively, were filed by the Company. Further, the Company redeemed the remaining NCDs amounting to INR 79 Crore, for
which E-Form CHG-4 for satisfaction of charge was filed vide SRN No. AA7138991 on 4th April 2024. Hence, the Company has fully
complied with the relevant provisions of the Companies Act, 2013, in this behalf.
(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 on behalf of the Ultimate Beneficiaries.
(vii) The Company does not have any such transaction which is 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 has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(restriction on number of layers) Rules, 2017.
(ix) The Company has neither declared nor paid any interim dividend or final dividend during the year.
(x) The Company was not required to spend for CSR under section 135 of Companies Act, 2013 for the Financial Year 2025-26.
53. Previous period/year figures have been regrouped/ re-classified wherever necessary.
|