l. Provisions and contingent liabilities Provisions
General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of
a 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. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. 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.
Contingent liabilities
Contingent liabilities exist when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required or the amount cannot be reliably estimated. The Company does not recognize a contingent liability but discloses its existence and other required disclosures in notes to the standalone financial statements, unless the possibility of any outflow in settlement is remote.
m. Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. 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 expense, 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 after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the standalone balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.
Re-measurements are not reclassified to statement of profit or loss in subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the standalone statement of profit and loss:
- Service costs comprising current service costs, past-
service costs; and
- Net interest expense or income
Long term and short term employee benefits:
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company recognizes expected cost of short-term employee benefit as an expense, when an employee renders the related service.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the standalone balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.
n. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow
characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (d) Revenue from contracts with customers.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
- Financial assets at fair value through profit or loss
- Financial assets at amortised cost (debt instruments)
- Financial assets at fair
value through other
comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments)
- Financial assets designated
at fair value through
OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
- Financial assets at fair value through profit or loss
Financial asset at amortised cost (debt instruments)
A 'debt instrument' is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method and are subject to
impairment as per the accounting policy applicable to 'Impairment of financial assets'. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the statement of profit or loss. The losses arising from impairment are recognised in the statement of profit or loss. The Company's financial assets at amortized costs include trade receivables, loans to subsidiaries and interest thereon, security deposits and other receivables grouped under other current financial assets.
Financial asset at Fair Value through OCI (FVTOCI) (debt instruments)
A 'debt instrument' is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The asset's contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the statement of profit and loss. On derecognition of the asset, the cumulative fair value changes previously recognised in OCI is reclassified from equity to statement of profit and loss.
The Company has not designated any debt instrument as at FVTOCI.
Financial asset designated at Fair Value through OCI (equity instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 - Financial Instruments: Presentation and
are not held for trading. The classification is determined on an instrument-by-instrument basis.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale of investment. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Company had elected to irrevocably classify its non- listed equity investment (other than investment in subsidiaries) under this category when it was initially recognised.
Financial asset at Fair Value through profit and loss
Financial assets in this category are those that are held for trading and have been either designated by management upon initial recognition or are mandatorily required to be measured at
fair value under Ind AS 109 i.e. they do not meet the criteria for classification as measured at amortised cost or FVOCI. Management only designates an instrument at FVTPL upon initial recognition, if the designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognising gains or l osses on them on a different basis. Such designation is determined on an instrument-by-instrument basis. For the Company, this category includes derivative instruments and balances receivable from commodity broker.
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's standalone balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass¬ through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:
a. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
b. Financial assets that are equity instruments and not debt which company has measured as at FVTOCI
c. Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 (referred to as 'Trade receivables')
The Company follows 'simplified approach' for recognition of impairment loss allowance on:
- Trade receivables or contract revenue receivables; and
- Loans and other
financial assets
The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime Expected Credit Loss (ECL) at each reporting date, right from its initial recognition.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as expense (or income) in the statement of profit and loss. This amount is reflected under the head 'other expenses' in the statement of profit and loss. The standalone balance sheet presentation for various financial instruments is described below:
- Financial assets measured as at amortised cost and contractual revenue receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the standalone balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
- Loan commitments
and financial guarantee contracts: ECL is presented as a provision in the standalone balance sheet, i.e. as a liability.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.
(b) Financial liabilities
Initial recognition, measurement and presentation
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans a nd borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, loans and borrowings including bank overd rafts, derivative financial instruments, lease liabilities and other financial liabilities.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss
Financial liabilities are designated upon initial recognition at fair value through profit or loss only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains / losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss.
Financial Liability at amortized costs (Loans and borrowings)
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in statement of profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings. For more information refer note 18.
Supplier finance arrangements
The Company has established supplier finance arrangements. The Company evaluates whether financial liabilities covered such arrangements continue to be classified within trade payables, or they need to be classified as a borrowing or as part of other financial liabilities / as a separate line item on the face of the balance sheet. Such evaluation requires exercise of judgment basis specific terms of the arrangement.
The Company classifies financial liabilities covered under supplier finance arrangement within trade payables in the balance sheet only if (i) the obligation represents a liability to pay for goods and services, (ii) is invoiced and formally agreed with the supplier, (iii) is part of the working capital used in its normal operating cycle, (iv) the Company is not legally released from its original obligation to the supplier, and has not assumed a new obligation toward the bank or another party, and (v) there is no substantial modification to the terms of the liability.
If one or more of the above criteria are not met, the Company derecognises its original liability toward the supplier and recognise a new liability toward the bank which is classified as bank borrowing or other financial liability, depending on factors such as whether the Company (i) has obligation toward bank, (ii) is getting extended credit period such that obligation is no longer
part of its working capital cycle, (iii) is paying interest directly or indirectly, (iv) has provided guarantee or security, and/ or (v) is recognized as borrower in the bank books.
Cash flows related to liabilities arising from supplier finance arrangements that continue to be classified in trade payables in the standalone balance sheet are included in operating activities in the standalone statement of cash flows, when the Company finally settles the liability.
In cases, where the Company has derecognised its original liability toward the supplier and recognise a new liability toward the bank, the Company has assessed that the bank is acting as its agent in making payment to the supplier. The payment made by the Company to the bank toward interest, if any, as well as on settlement is presented as financing cash outflow.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
o. Cash and cash equivalents
Cash and cash equivalent in the standalone balance sheet comprise cash at banks and on hand and short¬ term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
p. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period, attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
q. Derivative financial instruments and hedge accounting
The Company uses derivative financial instruments, such as foreign currency forward contracts, to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss.
For the purpose of hedge accounting, hedges are classified as cash flow hedges (hedging the exposure to variability in cash flows that is attributable to foreign currency risk associated with External Commercial Borrowings).
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements:
- There is 'an economic relationship' between the hedged item and the hedging instrument.
- The effect of credit risk does not 'dominate the value changes' that result from that economic relationship.
- The hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company actually uses to hedge that quantity of hedged item.
Hedges that meet the criteria for hedge accounting are accounted for, as described below:
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the Effective portion of cash flow hedges, while any ineffective portion is recognised immediately in the statement of profit and loss. The Effective portion of cash flow hedges is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
The Company uses foreign currency forward contracts as hedges of its exposure to foreign currency risk in respect of principal portion of the External Commercial Borrowings.
The Company designates only the spot element of a forward contract as a hedging instrument. The forward element is recognised in OCI. The amount accumulated in OCI is reclassified to statement of profit or loss as reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to statement of profit or loss as a reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be accounted for depending on the nature of the underlying transaction as described above.
r. Events after the reporting period
If the Company receives information after the reporting period, but prior to the date of approval for issue of financial statements, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its standalone financial statements. The Company will adjust the amounts recognised in its standalone financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company will not change the amounts recognised in its standalone financial statements but will disclose the nature of the non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
2.2 Significant accounting judgments 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, and 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.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are
beyond the control of the Company. Such changes
are reflected in the assumptions when they occur.
1. Taxes
Deferred tax assets are recognised on unabsorbed depreciation since these losses do not have any expiry and will offset the deferred tax liability over the period when the deferred tax liabilities reverse. Deferred tax assets are recognized on carry-forward business losses and disallowances with finite life for allowance only to the extent that management projections provide evidence that these losses/disallowances could be recovered within the expiry period. Management assesses the recoverability of deferred tax assets created on business losses and finite life disallowances on an annual basis and 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 that would be available for set-off against these losses and disallowances, together with future tax planning strategies.
Based on the annual assessment performed by the management considering the changes in the business scenario for determining recoverability of deferred tax assets created, the Company has not created deferred tax assets on unabsorbed tax losses carried forward of INR 11,343.05 million (31st March 2025: INR 8,099.47 million) and on unclaimed Section 94B disallowance of INR 5,163.59 million (31st March 2025: 3,906.26 million). The Company has a history of losses and there is lack of reasonable certainty regarding opportunities available for utilization of these balances.
2. Valuation of investments
Investments in subsidiaries are carried at cost in the standalone financial statements. 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 subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the statement of profit and loss.
The recoverable amount calculation is based on a DCF (Discounted Cash Flow) model or fair value of underlying assets and liabilities of the subsidiary (in case of non-operating subsidiaries). The cash flows are based on projections approved by the Board of Directors of the Company 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. The key assumptions used to determine the recoverable amount for the different investments are disclosed in Note 5.
3. Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan is 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 calculation is most sensitive to change in the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds here remaining maturity of such bond correspond to expected term of defined benefit obligation.
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 and gratuity increases are based on expected future inflation rates.
Further details about gratuity obligations are given in Note 39.
3 New and amended standards.
The following standards and amendments are effective for annual periods beginning on or after 1st April 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Amendments to Ind AS 21 - Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 1st April 2025. When applying the amendments, an entity cannot restate comparative information.
(ii) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current
and Non-current Liabilities with
Covenants.
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
- What is meant by a right to defer settlement
- That a right to defer must exist at the end of the reporting period
- That classification is unaffected by the likelihood that an entity will exercise its deferral right
- That only if an embedded derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.
If there is a breach of a material covenant of a long-term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees— after the reporting period but before the financial statements are approved for issue— not to demand repayment for at least 12 months as a consequence of the breach, this shall not be treated as an adjusting event. Accordingly, the entity is required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after 1st April 2025 retrospectively in accordance with Ind AS 8.
The amendments do not have a
material impact on the Company's financial statements.
(iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified
amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require
additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk
(iv) International Tax Reform—Pillar Two Model Rules - Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar Two rules and include:
* A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
* Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1st April 2025, but not for any interim periods ending on or before 31st March 2026.
The Company has reviewed the new pronouncements and based on its evaluation has determined that these amendments do not have a significant impact on the Company's Financial Statements.
A. Assets under construction
Capital work in progress comprises expenditure incurred for construction of plant, machinery and equipment and building including material procured for plant improvements related to environment, health and safety, for machineries at packing units at multiple plants and other projects.
B. Capitalisation of borrowing cost.
During the current year as well as previous year, the Company has not capitalised any borrowing cost since the Company has not availed any long term loans for acquisition of property, plant and equipment which fulfills the condition of Ind AS 23.
C. Revaluation of land, buildings and plant, machinery and equipment
During the year ended 31st March 2022, the Company had appointed a registered independent valuer who has relevant valuation experience for valuation of property, plant and equipment in India of more than 10 years and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, to determine the fair value of freehold land, building, plant, machinery and equipment and leasehold land (forming part of right of use assets). As an outcome of this process, during the year ended 31st March 2022, the Company had recognised decrease in the gross block of freehold land of INR 47.35 million and leasehold land included under right of use assets of INR 58.71 million and increase in building of INR 2,036.10 million and plant, machinery and equipment of INR 1,743.72 million on 31st March 2022. The Company had recognised this increase within the revaluation reserve and statement of other comprehensive income.
The Company determined these fair values after considering physical condition of the asset, technical usability / capacity, salvage value, quotes from independent vendors. The fair value of land is determined using market approach and building, plant, machinery and equipment using Depreciated Replacement Cost (DRC). The DRC is derived from the Gross Current Reproduction / Replacement Cost (GCRC) which is reduced by considering depreciation. The fair value measurement was classified under level 3 of the fair value hierarchy. In the current year, the company has assessed that there is no significant change in the fair value of land, building, plant, machinery and equipment and leasehold land from existing carrying value of land, building, plant, machinery and equipment and leasehold land.
D. Impairment assessment of CGU
As per the requirements of Ind AS 36, the Company tests at the end of every reporting period, whether there is any indication that the property, plant and equipment may be impaired. If any such indication exists, the Company estimates the recoverable amount of the property, plant and equipment. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
During the current year ended 31st March 2026, as an indication exists due to adverse economic conditions, the Company performed impairment assessment with respect to Integrated milling division (CGU). The recoverable amount was determined using value in use approach based on cashflow projections which are discounted to their present value using a pre-tax discount rate of 11.42%. Based on the outcome of this assessment, management has recognized an impairment loss amounting to INR 2,947.85 million for the integrated milling division. As the Company follows the revaluation model for property, plant and equipment and has an existing revaluation surplus relating to this division, the impairment loss has been accounted for as a revaluation decrease in the Other Comprehensive Income (OCI) for the year ended 31st March 2026.
Note 5(a): Investment in subsidiaries are carried at cost in financial statements. Wherever indicators o impairment exists, the carrying amount of the investment is assessed and written down to its recoverable amount The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. The recoverabh amount calculation is based on a DCF (Discounted Cash Flow) model. Value in use is calculated using cash flov projections covering a five-year forecast considering growth rate of 3% - 4%, applying a discount rate of 11.34% Ý 13.92% to the cash flow projections.
During current year the Company has recognised an impairment allowance of INR 598.05 million (31st March 2025 INR Nil) which has been netted off against the reversal of impairment allowances of INR 598.05 million on conversioi of loan into equity instrument.
Note 5(b): Investments at fair value through OCI (fully paid) reflect investment in unquoted equity securities These equity shares are designated as FVTOCI as they are not held for trading purpose and are not in simila line of business as the Company. Thus, disclosing their fair value fluctuation in profit or loss will not reflect th< purpose of holding.
Deferred tax assets are recognised on 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.
The Company has unabsorbed depreciation of INR 20,086.91 million (31st March 2025: INR 17,821.18 million) on which deferred tax asset has been created. The Company has not recognised deferred tax asset on unutilised carried forward business losses due to uncertainty about the availability of sufficient future taxable income against which these losses may be offset. Accordingly, no deferred tax asset has been recognised in respect of these losses. The unabsorbed depreciation can be carried forward for indefinite period, whereas the unabsorbed business losses and the MAT credit entitlement can be carried forward for 8 years and 15 years respectively.
The Company has not created deferred tax assets on unabsorbed tax losses carried forward of INR 11,343.05 million (31st March 2025: INR 8,099.47 million) and on unclaimed Section 94B disallowance of INR 5,163.59 million (31st March 2025: INR 3,906.26 million), due to its history of losses and lack of reasonable certainty regarding opportunities available for utilization of these balances. The unabsorbed losses can be carried forward for 8 years and will expire between financial year 2026-27 to 2033-34 and unabsorbed Sec 94B disallowance can be utilised within a period of 8 years and will expire between financial year 2031-32 to 2033-34.
Equity contribution from parent :
During previous years, Company had received waiver in respect of interest accrued on trade payables for purchase of raw sugar and advances for sale of white sugar received from its fellow subsidiary Wilmar Sugar Pte. Ltd. The Company accounted for these waivers as equity contribution from the parent and has presented the same as a separate component of equity under other equity. There is no waiver in the current year as well as in previous year.
Equity instruments through Other Comprehensive Income :
Changes in equity instrument, represents reserves created in respect of investment in unquoted equity shares carried at Fair Value Through Other Comprehensive Income.
Revaluation reserve :
Revaluation reserve is credited when property, plant and equipment are revalued at fair value and debited for assets disposed off during the year, for depreciation charge for the year on revalued assets (net of taxes) or for impairment losses (if any) recorded, for details of impairment, refer note 3. The reserve is utilised in accordance with the requirements of Ind AS 16. During the year, the Company recognised amount of INR 2,034.93 million (31st March 2025: INR 15.05 million) (net of deferred tax) as reversal of revaluation reserve on disposal of assets and impairment. At each reporting date, the difference between depreciation based on the revalued carrying amount of asset charged to profit and loss and depreciation based on assets' original cost is reclassified from Revaluation Surplus to retained earnings. During the year, the Company transferred amount equivalent to depreciation charge of INR 744.23 million (31st March 2025: INR 739.87 million) from revaluation reserve to retained earnings as per the requirements of Ind AS 16.
Retained earnings :
Retained earnings represents surplus/(deficit) earned from the operations of the Company.
Cost of cash flow hedges :
The Company designates the forward element of foreign currency forward contracts as cost of hedging and accumulates this cost in the statement of other comprehensive income over the term of the contract. Such amount is amortised to the statement of profit and loss on a systematic basis over the term of the contract.
Effective portion of cash flow hedges :
The Company uses hedging instruments as part of its management of foreign currency risk associated to external commercial borrowings. For hedging foreign currency risk, the Company uses foreign currency forward contracts. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the effective portion of cash flow hedges. Amounts recognised in the effective portion of cash flow hedges is reclassified to the statement of profit and loss when the hedged item affects profit or loss.
Note A: Repayment schedule of external commercial borrowings, term loans and non-convertible debentures is as follows:
a) During the previous year, the company refinanced its External Commercial Borrowing (ECB) with MUFG Bank. The funds were utilized to repay the existing ECB previously obtained from its holding company, Wilmar Sugar and Energy Pte. Ltd. The refinanced ECB with MUFG has bullet repayment due at the end of 72 months from the date of withdrawal, i.e., repayable on 7th August 2030.
c) Term loans availed from First Abu Dhabi Bank, having maturity date of 12th May 2026, are repayable in 20 structured quarterly instalments commencing from 12th August 2021.
d) Term loans availed from DBS, having maturity date of 4th May 2027, are repayable in 16 structured quarterly instalments commencing from 4th August 2023.
e) Term loans availed from Standard Chartered Bank, having maturity date of 6th June 2026, are repayable in 16 structured quarterly instalments commencing from 7th September 2022.
f) The company has issued 9.45% non-convertible debentures (NCD) amounting to INR 2,850 million to DBS Bank Ltd. The NCDs are repayable on maturity, i.e., after 60 months from the date of disbursement. The maturity date is 4th January 2029.
Note B: Nature of Security/guarantees Secured Non-convertible debentures
Exclusive charge by way of mortgage/ hypothecation on all the immoveable / moveable assets at Haldia & Panchaganga.
Note C: Corporate guarantee
Corporate Guarantee (CG) of Wilmar International Ltd. has been issued in respect of an ECB loan extended by MUFG Bank, term loans extended by First Abu Dhabi Bank, Standard Chartered Bank, and DBS Bank India Ltd., and working capital loans (refer note 22) extended by Bank of America, outstanding as at 31st March 2026, amounting to INR 3,930 million. Further, the non convertible debentures issued to financial institution and banks are secured by Corporate Guarantee given by Wilmar International Limited. The total corporate guarantees outstanding as at 31st March 2026 aggregate to INR 46,006.63 million (31st March 2025: INR 51,247.03 million).
Note D: The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
Note E: The Company has been sanctioned working capital limits in excess of INR 50 million in aggregate from banks or financial institutions during the year on the basis of security of current assets.
The quarterly return or statement of current assets filed by the Company with bank or financial institution, for working capital limit in excess of INR 50 million, are in agreement with books of accounts.
Covenants :
During the year ended 31st March 2026 and 31st March 2025, the Company has complied with the financial covenant of Security Cover ratio of 1.25 times, applicable to non-convertible debentures issued to financial institutions. For all the other borrowings availed by the Company, no financial covenants were applicable on these borrowings. The affirmative, informative and negative covenants prescribed in the borrowings documents executed by the Company for all borrowings availed from banks and financial institutions were complied with by the Company during the year ended 31st March 2026 and 31st March 2025.
As at the end of the reporting period, the aggregate amount of transaction price allocated to the remaining performance obligations under contracts with customers is INR 1,109.42 million. This amount primarily pertains to advances received against export sales. The performance obligations corresponding to these advances are expected to be satisfied, and the related revenue recognized, within a period of one year from the reporting date. Accordingly, the Company expects to recognize the entire amount as revenue during the next financial year. The Company does not disclose the transaction price allocated to remaining performance obligations that have an original expected duration of one year or less, as permitted under paragraph 121(a) of Ind AS 115.
Note 36: CSR Expenditure
The requirement of CSR spending for the financial years 2025-26 and 2024-25 was not applicable to the Company as per Section 135(5) of the Act as Company has an average net loss for the three immediately preceding financial years.
Note 37: Earnings Per Share [EPS]
Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
i. Dispute pertaining to funds used for purchase of land by erstwhile subsidiary of the Company (subsidiary was merged with the Company in previous year) being considered as undisclosed income and added as income in tax computation. The Company has filed an appeal before CIT appeal.
ii. Disputes pertaining to denial of cenvat credit on sugar cess, denial of cenvat credit on certain items used for fabrication of plant/machinery, or for laying of plant/machinery foundation or making of capital goods, demand under Rule 6(3) of the CENVAT Credit Rules, cenvat credit disallowed due to invoices being in the name of the head office and credit availed at plants and other matters.
iii. Disputes related to disallowance of input tax credit due to mismatch in forms/details filed and retention/ reduction of input tax credit by assuming dealers holding license to generate, distribute or transmit electricity and other matters.
iv. Disputes related to reversal of common credit as per rule 42 of CGST Rules, 2017, mismatch of ITC due to various reasons, demand to levy tax on supply of ENA for liquor manufacturing and GST on supply of steam.
Litigations pertaining to short sanction of GST refund claim have not been considered as contingent liability, since the Company would get the credit in electronic ledger for the amount of refund that is rejected and thus, there would be no loss of asset for the Company on the outcome of this litigation, i.e, the Company would either get the refund or the Company would retain the credit in the electronic ledger.
v. Disputes related to non-payment of Special Additional Duty (SAD) at the time of import of goods (which was subsequently paid by the Company along with interest) and duty levied on the imported goods on the context of wrong classification / availing incorrect exemption.
vi Litigations related to erstwhile Brazilian subsidiaries pertains to labour litigations of erstwhile Brazilian subsidiaries in which the Company has been made a party to these litigations, on account of economic group concept considered by the Lower Court in Brazil. The Company has paid deposits of INR 165.84 million as at 31st March 2026 (31st March 2025: INR 165.84 million) for contesting these judgements in Higher Court in Brazil which has been clubbed under "Amount paid under protests to government authorities" and this balance has been fully impaired in the books of accounts as at 31st March 2026.
vii. Other matters mainly consist of litigations related to claims filed against customers / vendors for recovery of trade receivable / advance balances and other legal suits.
Management has assessed above matters as only possible but not probable. The Company does not expect any outflow of economic resources in respect of the above.
Note 39: Defined Benefit plans
The Company has a defined benefit gratuity plan. The company's defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund.
The gratuity plan is governed by code on social security 2020. 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 age. The gratuity fund is managed by the Life Insurance Corporation of India (LIC). The company's obligation in respect of gratuity plan is provided based on the actuarial valuation. The company recognises actuarial gains and losses immediately in other comprehensive income net of taxes.
Salary increases and gratuity increases are based on expected future inflation rates.
Risk to the plan
Following risks are associated with the plan:
A. Actuarial Risk
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.
Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
B. Investment Risk
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
C. Liquidity Risk
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company, there can be strain on the cash flows.
D. Market Risk
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
E. Legislative Risk
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the code on social security 2020 thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.
Actuarial Assumptions
Key actuarial assumptions are given below:
Discount Rate:
The rate used to discount other long term employee benefit obligation (both funded and unfunded) is determined by reference to market yield at the balance sheet date on high quality government bonds.
Salary Growth Rate:
This is Management's estimate of the increases in the salaries of the employees over the long term. Estimated future salary increases should take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
Rate of Return on Plan Assets:
This assumption is required only in case of funded plans. Interest income on plan assets is calculated using the rate used to discount the defined benefit obligation.
Mortality:
This assumption is based on the standard published mortality table without any adjustment.
Letter of comfort
Ultimate holding company Wilmar International Limited has provided a letter of comfort to MUFG Bank for working capital, SCB Bank for buyer's credit facilities and DBS Bank for the short term forward lines made available by the bank to the Company. For further details refer note 22.
Corporate guarantees
a. The Company has obtained corporate guarantees from Wilmar International Limited INR 46,006.63 million (31st March 2025: INR 51,247.03 million) towards term loans, external commercial borrowings and working capital limits extended by banks/debentures issued to financial institutions.
b. The Company has also provided guarantees on behalf of subsidiaries amounting to INR 450 million (31st March 2025: INR 450 million) for loan availed by the subsidiary from bank and bank guarantees issued by the subsidiary. Details of which are as follows:
# Impairment allowance of INR Nil (31st March 2025: INR 117.66 million) has been recognised during the year related to loan receivable from related party and same is disclosed under "Impairment of financial and non-financial assets" in note 35.
Impairment of amounts owed by related parties
As at 31st March 2026, the company has accumulated impairment of INR 12,049.04 million (31st March 2025: INR 12,647.09 million) against total gross amount owed by related parties of INR 13,740.49 million (31st March 2025: INR 15,434.87 million).
This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
Since investments in related parties are already disclosed in Note 5 of the financial statements, they are not separately disclosed under this note.
F) Terms and conditions of transactions with related parties
1 Sales to related parties and concerned balances
Domestic sales are made to related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company has same policy for deciding the sales price for related parties & non-related parties. Sales are made on the basis of 15 days credit period. Credit is extended to the specific trade parties only.
Export sales are made to related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The sales prices negotiated with related and non-related parties is based on white sugar prices prevailing in international markets (i.e., Intercontinental Exchange [ICE]) and premium/discount on sales is mutually agreed between the parties based on existing market conditions, terms of delivery and other factors. Payments are made in 100% cash against submission of documents to the customer.
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 15 to 30 days from the reporting date (31st March 2025: 15 to 30 days from the reporting date). For the year ended 31st March 2026, the Company has recorded impairment on trade receivables due from related parties of INR Nil (31st March 2025: INR Nil).
2 Purchases of goods and services
Purchase of raw sugar: The Company purchases raw sugar from a related party at prices mutually agreed upon. The base prices are linked to international raw sugar price prevailing on ICE along with premium prevailing as per market circumstances and globally prevailing freight charges. This benchmark reflects the cost-of-delivery (FOB) for shipments loaded onto vessels at the country of origin. To arrive at the final contract price, adjustments are made to the ICE price to account for the sugar's polarization level, applicable physical quality premiums, and pertinent futures-market spreads. These purchases include a payment term of 120 to 180 days and interest is payable from the date as mutually agreed between the parties in the contract but not earlier than date of bill of lading. The interest is charged at 6 months SOFR plus 2.5% per annum from the date of bill of lading to the date of repayment when funds are received by the seller. The above trade balances are unsecured and company pays interest for the credit period utilized by the company.
Technical services: The Service fee is charged in reference to nature of work performed, which is mutually negotiated and agreed between transacting parties. Such procurement normally includes payment terms requiring the Company to make payment within 30 to 45 days. The outstanding balances are unsecured, interest free and require settlement in cash.
Sugar Software Licence & IT support services: The price is based on the International Price List agreed by transacting parties for the number of users and the expenses are allocated on the basis of number of user ID's utilized by the Company during the year. Such procurement normally includes payment terms requiring the company to make payment within 30 to 45 days. The outstanding balances are unsecured, interest free and require settlement in cash.
Purchase of Capital Goods & Capital Services: The Company purchases Capital goods & related capital services from related party. The prices are based on the lowest price in quotations received from third parties and related parties. Such procurement normally includes payments terms of 30 to 45 days and retention of certain balances till the completion of project or a further period as per the agreement. The outstanding balances are unsecured, interest free and require settlement in cash.
3 Services rendered to related parties/Rental income/Other Income
The Company has entered into a contract with related parties to provide project engineering consultancy and advisory services, along with any other required services. The Company engages in these service transactions with related parties at cost plus a markup. This markup is determined based on existing mark-ups noted in market for such services of a similar nature, level or quality. Such procurement normally includes payment terms requiring the Company to make payment within 30 to 45 days. The outstanding balances are unsecured, interest free and require settlement in cash.
The Company has entered into contract with related party for leasing of space on rental basis on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The company mutually negotiates and agrees the price with the related parties in a similar manner as applicable to non-related parties. Such transactions normally include terms requiring the company to make payment within 30 to 45 days. The outstanding balances are unsecured, interest free and require settlement in cash.
Other income also include reimbursement of certain expenses incurred on behalf of related parties which are recovered on cost basis.
4 Interest income on loans and advances
Interest is charged on the Loans given to related parties for meeting their working capital requirements which is utilised by the related party for the purpose for which it was obtained. The loans are unsecured and Interest is charged to related parties considering the average Interest rate on the loans taken by the Company from third parties along with a mark-up for the loans being unsecured. The interest rate is validated with market rates and updated on a periodic basis. Interest accrues on day to day balances and is to be calculated on the basis of a year of 365 days. The interest is payable on an annual basis and there is no delay noted in payment of interest by the subsidiary companies.
5 Loans & advance given
The loan given to Gokak Sugars Limited (GSL) during the year is unsecured and repayable in 120 months which includes a moratorium period of 12 months. The loan carries interest of 10% p.a which is reviewed on a periodic basis. The loan was granted to GSL to support its working capital requirements. As at 31st March 2026, the Company has impairment of INR 153.40 million (31st March 2025: INR 153.40 million) towards principal portion of loan receivable. The Company has recorded an impairment of INR Nil (31st March 2025: INR 117.67 million) during the current year. The loans have been utilized by the subsidiary for the purpose it was given.
The loan given to KBK Chem-Engineering Private Limited (KBK) was unsecured and repayable in 120 months which includes a moratorium period of 12 months. The loan carries interest at 10% p.a which was reviewed on periodic basis and there was no change in the interest rate on loan during the year. As at 31st March 2026, the Company has impairment of INR Nil (31st March 2025: INR 598.05 million) towards principal portion of loan receivable. The loans have been utilized by the subsidiaries for the purpose it was given. During the year, there was conversion of outstanding loan given to KBK in to equity by subscribing to rights issue of 249,122 shares of INR 100 each at a premium of INR 2,202.69 per share.
6 Advance against Purchases
Advance is given to related parties as per the terms of purchase contract. The advance given is adjusted against the future goods/services purchased from the related party.
7 Interest on ECB Loan and commitment fees
The Company had taken External Commercial Borrowings (ECB) from its holding company in the financial year 2020-21. The ECB was repayable after 60 months from the last drawdown date. The ECB was secured by a first pari passu charge on all immovable & movable assets of the company. The holding company charged interest at the rate of 6 month SOFR rate plus 3% p.a. and this interest was payable every six months from the date of last drawdown of the ECB and the interest rate was reset every six months based on 6-month SOFR on the reset date.
8 OTC (commodity derivative) transations
As per the Commodity Risk Management Policy approved by the Board, the Company had purchased derivative products from Wilmar Sugar Pte. Ltd. based on prevailing market rates to hedge its commodity price risk.
9 Guarantees given on behalf of related parties
The Company has provided guarantees on behalf of its subsidiary amounting to INR 450 million (31st March 2025: INR 450 million) for performance bank guarantees issued by the subsidiary and working capital loan availed by the subsidiary.
10 Guarantees given by related parties
The Company has obtained corporate guarantees from Wilmar International Limited of INR 46,006.63 million (31st March 2025: INR 51,247.03 million) towards term loans, external commercial borrowings and working capital limits extended by banks/debentures issued to financial institutions.
11 Compensation to KMP of the Group
The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to Key Managerial Persons. Short term employee benefits include the compensation to the KMP's alongwith the special allowances if any. Contribution to Provident Funds on behalf of the KMP's are disclosed separately.
12 Loans & advance taken
The Company has taken Demand loan from KBK Chem-Engineering Private Limited (KBK) in the year 2025-26 to meet the working capital requirements. The loan has been utilized by the Company for the purpose it was obtained. The loan is unsecured and carried interest rate of 5.60 % which is equal to the prevailing yield of 52 week Government security closest to the tenor of the loan.
Note 42: Hedging activities and derivatives
During the year ended 31st March 2025, Company had refinanced External Commercial Borrowings from MUFG bank. In addition to this foreign currency risk, the Company is also exposed to foreign currency risks related to short term borrowings and trade payables which are related to its on-going business operations. The primary risks managed using derivative instruments are foreign currency risk.
The risk management strategy and how it is applied to manage risk are explained in note 44.
Derivatives not designated as hedging instruments
The Company uses foreign exchange forward contracts to manage some of its transaction exposures. These foreign exchange forward contracts are not designated as cash flow hedges and thus, these contracts are accounted as financials instruments without hedge accounting.
Derivatives designated as hedging instruments Cash flow hedges Foreign currency risk:
Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of outstanding ECB loan which has been denominated in USD.
There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign exchange forward contracts match the terms of the hedged item. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange are identical to the hedged risk components. To test the hedge effectiveness, the Company uses the hypothetical derivative method and compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to the hedged risks.
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 institutions approximate their carrying amounts. The fair value are classified under Level 3 Fair value hierarchy.
The following methods and assumptions were used to estimate the fair values
Fair value of the unquoted equity shares of National Commodity Derivative Exchange Limited (NCDEX) at FVTOCI has been estimated on the basis of market multiple method using the price to book value ratio of comparable quoted investments, adjusted for certain significant unobservable inputs like company specific risk and discount for lack of marketability.
The fair values of the Company's interest-bearing borrowings and loans are determined by using discounted cash flow method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at 31st March 2026 was assessed to be insignificant.
The Company enters into derivative financial instruments with various counterparties, principally financial institutions. Foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing, using present value calculations. The models incorporate various inputs including the credit quality of counterparties and foreign exchange spot and forward rates. There was no change observed in counterparty credit risk to have any material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value.
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31st March 2026 and 31st March 2025 are as shown below:
Note 44: Financial risk management objectives and policies
The Company's principal financial liabilities, 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 investments, loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior management oversees the management of these risks and the appropriate financial risk governance framework for the Company. The senior management provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Board of Directors review and agree for managing each of these risks.
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 risks, such as equity price risk and commodity price risk.
Foreign exchange exposure and 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's exposure to the risk of changes in foreign exchange rates relates primarily to the ECB loan of USD 300 million availed from MUFG bank and receivables and payables.
The Company manages its foreign currency risk for principal portion of ECB by hedging for period of 12 months. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable against operating activities.
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 Company'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.
The Company manages its interest risk by having a portfolio of fixed and variable rates of loans and borrowings depending on market conditions, availability of appropriate fixed interest rates and expected future fluctuations in interest rates.
Commodity price in sugar industry is impacted by multiple factors such as international sugar price, government regulations, quantity of sugar production in the relevant period, etc. The Company has mitigated this risk by well integrated business model by diversifying into co-generation and distillation, thereby utilizing the by-products. The following table shows effect of changes in various commodity prices on the profit/(loss) and equity of the Company.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, thereby leading to a financial loss. The Company conduct thorough credit assessments before granting credit terms and limits to customers, who are then monitored closely for adherence. Company's export sales are executed against advance or receipt against submission of documents. The Company's domestic sugar sales are primarily made to corporate customers, who are provided credit terms after thorough credit assessments and thereby, credit default risk is not significant for these customers. Other domestic sugar sales are primarily made on receipt of advance amount before goods are dispatched. Further, ethanol is sold to public sector undertakings and power is supplied to corporations run by state government, thereby the credit default risk is significantly mitigated.
Trade receivables
Trade receivables are non-interest bearing and are generally on credit terms of 7 to 60 days.
An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on credit loss expected based on the ageing of receivable balances (which is formulated based on past history of collections and business conditions combined). The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
The ageing analysis of the receivables (net of expected credit loss) has been considered from the date the invoice falls due.
Liquidity risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, financial support from parent, etc. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.
Note 45: Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of Company's management is to maximise shareholder's value.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no significant breaches in the financial and non financial covenants of any interest-bearing loans and borrowing in the current period.
During the year, the loans given to subsidiaries were utilized by the subsidiaries for meeting their working capital requirements.
b) Investments made are disclosed in note 5.
c) Corporate guarantees given by the Company are disclosed in note 38 (b). Corporate guarantee given is utilized by the subsidiaries for availing working capital facility from bank and for issuance of performance guarantee for projects undertaken by them.
Note 47: Leases
Company as a lessee
The Company has lease contracts for various land, building and plant. Leases of land have a lease term of 30 years and 90 years, building generally 3 years and 5 years and plant 17 years and 30 years. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases of building and leases of office with lease terms of 12 months or less. The Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.
Note 49: Other Statutory Information
(i) There are no proceedings initiated or are pending against the Company for holding any benami property under the prohibition of Benami Property Transaction Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with struck off companies as mentioned under Sec 248 of Companies Act 2013 or Sec 560 of Companies Act 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like 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 the Companies (Restriction on number of Layers) Rules, 2017.
(ix) There were no Scheme of Arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, during the year.
Note 50: As per Ind AS 108 'Operating Segments' if a financial statement contains both standalone and consolidated financial statements, segment information is required to be disclosed only in the consolidated financial statements. Hence, the same is not given in standalone financial statement.
Note 51: The Company has used three accounting softwares 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, except:
In respect of first software, audit trail feature was not enabled for certain changes made using privileged/ administrative access rights throughout the year.
In respect of first and second software, audit trail feature was not enabled for direct changes to data when using certain access rights, from 1st April 2025 to 11th December 2025.
In respect of third software which is a SaaS (Software as a Service) Product operated by a third party software service provider, where certain features of audit trail has not been enabled throughout the year for direct changes to data when using certain access rights.
Further, there were no instances of audit trail feature being tampered with, in respect of accounting softwares where the audit trail has been enabled. Additionally, the audit trail of prior years for above referred softwares has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective year.
Note 51A: The Board of Directors, at its meeting held on 24th May 2022, approved the Scheme of Amalgamation of wholly owned subsidiaries namely Monica Trading Private Limited (MTPL), Shree Renuka Agri Ventures Limited (SRAVL), and Shree Renuka Tunaport Private Limited (SRTPL), with the Company. The Company had received the approval of Mumbai Bench of NCLT for merger on 23rd July 2023 and the approval of the Bengaluru Bench on 22nd October 2024. The order became effective on 6th December 2024 and accordingly the effect of merger was given during the previous year ended 31st March 2025. The assets and liabilities taken over in the merger are detailed as below:
|