B. The Net deferred tax expense of ' 72 Million [' 99 Million as at March 31, 2025] for the year has been charged in the Statement of Profit and Loss and ' 1 Million has been credited to Other Comprehensive Income.
C. The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
D. The Company has tax losses of ' 1,113 Million [March 31, 2025: ' 1,001 Million] which are available for offset for eight years against future taxable profits of the company majority of these losses will expire in March 2029. Out of these, the Company also has unabsorbed depreciation of ' 116 millions [March 31, 2025: ' Nil] which is available for set off in future years for indefinite period.
Defined benefit plan and long term employment benefit
A General description:
Leave wages [Long term employment benefit]:
The leave encashment scheme is administered through Life Insurance Corporation of India's Employees' Group Leave Encashment cum Life Assurance [Cash Accumulation] Scheme. The employees of the company are entitled to leave as per the leave policy of the company. The liability on account of accumulated leave as on last day of the accounting year is recognised [net of the fair value of plan assets as at the balance sheet date] at present value of the defined obligation at the balance sheet date based on the actuarial valuation carried out by an independent actuary using projected unit credit method.
Gratuity [Defined benefit plan]:
The Company has a defined benefit gratuity plan. Every employee who has completed continuous services of five years or more gets a gratuity on death or resignation or retirement at 15 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.
The plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary increment risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit. However, the risk is partially mitigated by investment in LIC managed fund.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
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Note: 27 - Contingent liabilities and commitments [to the extent not provided for]:
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' in Million
|
|
Particulars
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As at
March 31, 2026
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As at March 31,2025
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|
A. Contingent Liabilities:
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|
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a. In respect of corporate guarantees given by the Company [Refer Note 40]
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32,895
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-
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|
b. Other money for which the Company is contingently liable:
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|
|
i. In respect of Sales Tax, GST and VAT matters pending before appellate authorities/ court which the Company expects to succeed, based on decisions of Tribunals/ Courts
|
97
|
98
|
|
- Net of advance of
|
2
|
1
|
|
ii. In respect of Income Tax matters pending before appellate authorities which the Company expects to succeed, based on decisions of Tribunals/ Courts
|
|
6
|
|
- Net of advance of
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-
|
1
|
|
B. Commitments:
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|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for
|
19
|
45
|
|
- Net of advance of
|
5
|
2
|
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Note: 28 - Proposed Dividend:
The Board of Directors, at their meeting held on May 18, 2026, recommended the final dividend of ' 1.20 per equity share of ' 2/-each. The recommended dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting.
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[*] Effective November 21, 2025, the Government of India has consolidated 29 existing labour legislations into a unified framework comprising four Labour Codes collectively referred to as the "New Labour Codes”. On the basis of the information available, the Company has assessed the financial implications of these changes, which has resulted in one time increase in gratuity and leave encashment liability mainly on account of past service cost by ' 15 Million. Such increase is primarily arising due to change in the definition of "wages” for employees and contract labours. The Company continues to monitor the developments pertaining to the New Labour Codes and the impact, if any, will be accounted in accordance with applicable accounting standards.
Note: 41 - Financial instruments:
(i) Fair values hierarchy:
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data relying as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data.
(iii) Fair value of instruments measured at amortised cost:
Financial assets and liabilities measured at amortised cost for which fair values are disclosed.
Financial Assets: The carrying amounts of trade receivables, loans and other financial assets and cash and cash equivalents are considered to be the approximately equal to the fair values.
Financial Liabilities: The carrying amounts of loans, other financial liabilities and trade payables are considered to be approximately equal to the fair values.
(ii) Risk Management:
The Company's activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
The Company's risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company's short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting returns.
The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed are described below:
A. Credit risk:
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. The Company is exposed to credit risk from loans and advances to related parties, trade receivables, bank deposits and other financial assets. The Company periodically assesses the financial reliability of the counter party taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual customer limits are set accordingly.
i I nvestments at Amortised Cost: The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any significant losses from non-performance by these counterparties, and does not have any significant concentration of exposures.
ii Bank deposits: The Company maintains its Cash and cash equivalents and Bank deposits with reputed and highly rated banks Hence, there is no significant credit risk on such deposits.
iii Loans to related parties and others: They are given for business purposes. The Company reassesses the recoverability of loans periodically. Interest recoveries from these loans are regular and there is no event of defaults.
iv Trade Receivable: The Company trades with recognized and credit worthy third parties. It is the Company's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an on-going basis with the result that the Company's exposure to bad debts is not significant.
v There are no significant credit risks with related parties of the Company. The Company is exposed to credit risk in the event of non-payment by customers. Credit risk concentration with respect to trade receivables is mitigated by the Company's large customer base. Adequate expected credit losses are recognized as per the assessments. No single third party customer contributes to more than 10% of outstanding accounts receivable [excluding outstanding from subsidiaries] as at March 31,2026 and March 31,2025.
The Company has used expected credit loss [ECL] model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.
a Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.
b Management monitors rolling forecasts of the Company liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which it operates. In addition, the Company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
Maturities of financial liabilities :
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual
maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual cash flows.
Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar, GBP and Other currency. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the Company's functional currency. The Company's operations in foreign currency creates natural foreign currency hedge. This results in insignificant net open foreign currency exposures considering the volumes and operations of the Company.
The Company's policy is to minimise interest rate cash flow risk exposures on financing. As at March 31, 2026, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Company's investments in Fixed Deposits are at fixed interest rates.
E. Price Risk:
(a) Exposure:
The Company's exposure to price risk arises from investments in mutual funds held by the Company and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from investments in equity securities and mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
(b) Sensitivity- Mutual Fund:
The table below summarises the impact of increases/decreases of the index on the Company's equity and profit and loss for the period. The analysis is based on the assumption that the price of the instrument has increased by 2% or decreased by 2% with all other variables held constant.
Note: 43 - Capital management:
The Company's capital management objectives are
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
- to maintain an optimal capital structure to reduce the cost of capital.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
The Board of Directors of the Company at their meeting held on May 19, 2025 and the members of the Company, at the Annual General Meeting held on 30 July 2025 had approved the sub-division/ stock split of its equity shares such that each existing 1 (one) equity share of face value ' 10/- (Rupees Ten only) fully paid-up was sub-divided into 5 (five) equity shares of face value ' 2/- (Rupees Two only) each fully paid-up.
Pursuant to the approval of the members, the issued capital comprising 63,632,144 equity shares of face value ' 10/- each as on the record date i.e. September 18, 2025, was sub-divided into 318,160,720 equity shares of face value ' 2/- each.
Accordingly, the earnings per share (EPS) have been computed and restated for all periods presented in accordance with Ind AS 33 - Earnings Per Share.
A Pursuant to the Share Purchase Agreement ["SPA"] entered into by the Company on October 30, 2024, to acquire Naturell (India) Private Limited ('NIPL'), the Company had successfully completed the acquisition of NIPL on December 2, 2024. The cost of acquisition was ' 3,900 Million. The same comprises of ' 3,690 Million as upfront consideration and additional consideration of ' 210 Million paid upon achievement of agreed milestones for the financial year 2024-25.
B Pursuant to the voluntary liquidation process, as approved in extra ordinary general meeting of NIPL on July 1, 2025, effective from September 20, 2025, the liquidator of NIPL has distributed the Business Undertaking of NIPL on a going concern basis to the Company. The entire business operations of NIPL have been consolidated with the Company with effect from September 20, 2025. In view of the requirements of Appendix C to Ind AS 103 “Business Combination” preceding period figures have been restated from the date of acquisition of NIPL by the Company (i.e. December 02, 2024).
C Accounting treatment
i. The Company has recorded all the assets, liabilities and reserves of the NIPL at their carrying values and in the same form as appearing in the Consolidated financial statement of the company as on the distribution date, by applying the principles as set out in Appendix C of Ind AS 103 'Business Combinations' and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India.
ii. Investments in equity shares of NIPL held by the company stands cancelled.
iii. Goodwill amounting to ' 905 million recognised on acquisition of NIPL and appearing in the consolidated financial statements has been recognised in the standalone financial statement of the company.
E Liquidation of NIPL
The Board of Directors of NIPL, a wholly owned subsidiary of the Company, in their meeting held on June 24, 2025 and the members of NIPL in their Extra Ordinary General meeting held on July 1,2025 have accorded their approval for consolidation of the business of NIPL, to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016 through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of NIPL has transferred the entire business undertaking to the Company on a going concern basis on and with effect from September 20 2025. Accordingly, NIPL ceases to be subsidiary of the company effective from September 20, 2025.
Note: 48 - Disclosure of Transaction with Struck Off Companies:
The Company did not have any material transaction with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the current and previous financial year.
Note: 49 - Other Statutory Information:
[a] The Company has not advanced or loaned or invested funds [either from borrowed funds or share premium or any other sources or kind of funds] to any other persons or entities, including foreign entities [Intermediaries], with the understanding, whether recorded in writing or otherwise, that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
[b] 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 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
[c] The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 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. The audit trail has been preserved by the company as per the statutory requirements for record retention.
[d] The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
[e] No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions [Prohibition] Act, 1988 (45 of 1988) and the rules made thereunder.
[f] The Company has not been declared as willful defaulter by any bank or financial institution or other lender.
[g] The Company does not have any charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
[h] 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.
[i] No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
[j] The Company does not have any 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].
Note: 50
Figures of previous reporting periods have been regrouped/ reclassified wherever necessary to correspond with the figures of
the current reporting period.
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