a. Rights, Preferences & Restrictions attached to equity shares of the Company
The Company has one class of shares, referred to as equity shares having a par value of H 2/-. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
d. Aggregate number of shares issued for consideration other than cash and shares bought back during the period of
five years immediately preceding the year end:
i) Shares allotted as fully paid pursuant to contract(s) without payment being received in cash during the financial year 2021-22 to 2025-26:
Nil (during FY 2020-21 to 2024-25: Nil) equity shares allotted without payment being received in cash during the period of five years immediately preceding March 31,2026.
ii) Shares issued in aggregate number and class of shares allotted by way of bonus shares:
The Company has issued total Nil equity shares (during FY 2020-21 to 2024-25: Nil equity shares) during the period of five years immediately preceding March 31, 2026 as fully paid up bonus shares including shares issued under ESOP scheme for which entire consideration not received in cash.
iii) Shares bought back during the financial year 2021-22 to 2025-26:
Nil (during FY 2020-21 to 2024-25: Nil) equity shares bought back pursuant to section 68, 69 and 70 of the Companies Act, 2013.
iv) Shares issued under employee stock option plan (ESOP) during the financial year 2021-22 to 2025-26:
The Company has issued total 3,29,638 equity shares of H 2.00 each (during FY 2020-21 to 2024-25: 2,73,235 equity shares) during the period of five years immediately preceding March 31,2026 on exercise of options granted under the employee stock option plan (ESOP).
v) Disclosures required pursuant to Ind AS 102 - Share Based Payment
The Company established an Employee Stock Options Plan, duly approved by the shareholders in the meeting held on May 25, 2006 which was effective from July 25, 2006. Accordingly, the Company has granted 47,95,000 equity options up to March 31, 2026 (March 31, 2025: 47,15,000) with vesting period over 4 years from the date of the grant. The employees have the options to exercise their right within a period of 3 years from the date of vesting. The compensation cost of stock options granted to employees is accounted by the Company using the fair value method.
In respect of Options granted under the Employee Stock Options plan, in accordance with the guidelines issued by SEBI, the accounting value of the options is accounted as deferred employee compensation, which is amortised on a straight line basis over the period between the date of grant of options and eligible dates for conversion into equity shares.
Measurement of fair values
The fair values are measured based on the Black-Scholes-Merton model. The fair value of the options and inputs used in the measurement of the grant date fair values of the equity -settled share based payments are as follows:
Description of nature and purpose of each reserve
Securities premium: Securities premium is used to record the premium on issue of shares, which will be utilized in accordance with the provisions of the Act.
Share option outstanding account: The reserve is used to recognize the grant date fair value of options issued to employees under employee stock option schemes and is adjusted on exercise/forfeiture of options.
General reserve: General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. It is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
Retained earnings: Retained earnings are created from the profit/loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.
Considering the emerging practices on disclosures of trade credits being availed by companies in India and globally, the Holding Company has reassessed certain disclosures to provide users to assess the impact on liabilities, cash flows and liquidity risks more clearly. Accordingly, interest bearing short-term acceptances in the nature of trade credits availed from banks/financial institutions for payments to suppliers have been disclosed as a separate line under financial liabilities which was hitherto included in other current financial liabilities. This has improved the Company's working capital.
Acceptances have been availed at a weighted average interest rate ranging between 6.62% and 7.30% per annum (previous year: 7.05% and 7.95% per annum). The tenure of these acceptances varies between 30 and 180 days from the date of acceptance. These acceptances are unsecured, with no collateral provided to the banks/financial institutions. Out of above acceptances, payment received by the supplier from the finance provider is Rs. 30,036.78 lakhs (previous year: Rs. 35,213.13 lakhs). Range of payment due dates of comparable liabilities that are not part of the arrangements between 1 and 45 days from the due date of payment (previous year: 1 and 45 days from the due date of payment).
Non-cash changes
Payment made by the finance provider to the vendors are treated as a non cash item i.e. Rs. 1,01,851.60 lakhs (previous year: Rs. 1,33,039.23 lakhs) and settlement of dues to the finance provider by the Company under this arrangement is treated as operating cash outflows i.e. Rs. 1,07,027.95 lakhs (previous year: Rs. 1,19,052.62 lakhs) become considering it is a part of working capital used in the Company's principal revenue generating activities.
(8) In addition to above, the Company have following additional ongoing litigations;
(8) (a) Madhya Pradesh State Industrial Development Corporation Limited in February 2007 demanded a sum of H 168.09
lakhs besides unspecified expenses arising out of the alleged non compliance of conditions relating to its holding of shares in Abhishek Cement Limited, prior to its merger with the Holding Company during financial year ended 31 March 2003. The writ petition filed by Company before Madhya Pradesh High Court has been partly allowed by confirming the recovery of H 167.32 lakhs against the Company. Further, H 52.80 lakhs has been waived off order dated April 03, 2007. However, the division bench of Madhya Pradesh High Court has stayed the recovery proceedings initiated by local collector office. The court has ordered to maintain H 100.00 lakhs in State Bank of India till the final adjudication of the matter. The matter is since sub-judice.
(8) (b) The applicability of Goods and Service Tax Act 2017 on Extra Neutral Alcohol (ENA) was kept on hold by the GST council
vide their minutes of meeting dated August 05, 2017, December 22, 2018, September 20, 2019 and May 28, 2021 wherein ENA which is meant for the potable purpose was kept under the control of respective State Governments, and accordingly, the Company was paying the state taxes on ENA, as applicable in the respective States.
The Deputy Commissioner (State Tax), Sector I, Rampur had issued notices on November 14, 2019, November 15, 2019 and November 16, 2019 for leviability of GST on ENA w.e.f. July 2017. The Company filed a writ petition before Hon'ble High Court of Allahabad, challenging these notices, with the plea that potable ENA is kept away from GST by the Council. The Company got the stay on the proceedings under GST from Hon'ble Court of of Allahabad on January 10, 2020 and advised the department for filing the counter. Later on, the department withdrew their notices and the petition became infructuous.
The Deputy Commissioner (State Tax), Sector I, Rampur passed an ex-party Assessment order treating ENA under VAT @32.5% for A.Y 2017-18. The Company filed writ petition before the Hon'ble Allahabad High Court contesting VAT to be 14.5%. Meanwhile various distilleries and UPSMA filed their writs before the High Court challenging the VAT Notification of @5%, issued by the State Government w.e.f. December 9, 2019, They also challenged the powers of State to levy VAT on ENA.
Hon'ble Allahabad High Court decided the writs on September 28, 2021 and declared that ENA undisputedly, should fall under GST regime and the State lost its Legislative competence to enact laws, to impose tax on sales of ENA and have quashed the notification of VAT @ 5%. Thereafter the State Government filed the SLP before the Hon'ble Supreme Court, even CIABAC and ISWAI also filed the SLP against the order of High Court. All the SLPs are tagged, which are yet to be listed for hearing in Hon'ble Supreme Court.
In view of the High Court order dated September 28, 2021, Joint Commissioner- Corporate, State tax, Moradabad issued notices U/S 73(5) ascertaining the GST on ENA for the period July 2017 to September 2021. We filed the reply but the department did not agree with our reply & issued show cause notices U/S 73(1) of GST Act for the same period. We filed the reply of SCN with the office of Joint Commissioner, Corporate, however, department issued the demand U/S 73 (9) of GST on June 20, 2023 amounting to H 7,346 lakhs (including interest and penalty) for the period of July 2017 to September 2021, which is challenged by the Company before Additional Commission Appeals at Moradabad. In the mean time on October 7, 2023 GST council in its 52nd meeting has decided and recommended that the ENA used for manufacture of alcoholic liquor for human consumption is out side the purview of GST, the notification 17/2024 dated September 27, 2024 also notified with effect from November 1,2024 with regard to amendment in section 9 of GST Act. Further, the Additional Commissioner Appeal has rejected the appeal on September 22, 2025 & instruct to deposit the amount along with interest & penalty. We have challenged the order passed by additional commissioner appeal in High
Court & file the writ petition on November 17, 2025. The case was heard by Hight Court on November 25, 2025 & they instruct us to further deposit 10% tax for admitting the writ which was deposited by us. At very next hearing on January 12, 2026, High Court disposed off our writ petition on the basis that the GST Appellate Tribunal is already formed by the central government for appeal against order passed by the Additional Commissioner Appeal U/s 112 of CGST Act. At present, we have deposited 20% amount of Tax I.e. H 780.49 lakhs & preparing to file the appeal before GST Appellate Tribunal against order passed by the Additional Commissioner Appeal.
(8) (c) The issue of applicable rate of GST on job work activities for alcoholic beverages was open since inception of
GST. This is due to classification of Food & Food products. The GST Council in its 39th and 40th Council meeting considered the issue, however, due to lack of unanimity, decided that courts should take a view on whether alcoholic beverages are food or otherwise.
Finally, in 45th GST Council meeting decision was taken that alcoholic beverage is not "food” and be taxed accordingly. Therefore, w.e.f. October 1,2021, specific entry was included vide Notification No. 06/2021 whereby services of job work in relation to alcoholic beverage is to be taxed @ 18%.
Subsequently, Circular No. 164/20/2021 dated October 6, 2021 was issued clarifying that alcoholic beverage is not food and therefore not taxed @ 5% but at recommended rate of 18%. Afterward, Department has started to issue notice to our various bottlers & matter is pending in various court. Total approx. demand H 1,464.99 lakhs plus interest & panelty, if any.
(8) (d) A fire occurred at our Rampur Plant, U.P on March 6 ,2021 involving two alcohol storage tanks. The Company's
emergency response team along with the local fire brigades were able to bring the fire under control without further spread to plant's other areas. There was no loss of life.
This accident resulted in loss of ENA to the tune of 1.81 lakh Alcoholic liters stored in these two tanks resulting into financial loss of H 152.89 lakhs including the replacement cost of damaged tanks. Since, same are duly covered under insurance policy, the insurance Company had been intimated. As an interim measure, claim of H 142.89 lakhs has already been received.
Beside this, the U. P State Excise Department has issued a show cause notice (SCN) to us claiming Excise Duty amounting to H 1,822.77 lakhs on the lost Alcohol (out of which H 455.69 lakhs has been paid under protest). Based on the opinion of legal counsel, the Company has filed an appeal under Rule 813 of the U.P Excise Rule before the U.P Commissioner of Excise seeking the relief from above claim by way of setting aside the above mentioned SCN, considering this loss of alcohol as an unavoidable accident of fire.
(8) (e) The Company has an arrangement with contract bottling unit (CBU's) for manufacturing & bottling of alcoholic
liquor product under their brand name. During the current year, the Company has received an enquiry and demand notice from DGGI on surplus income & notice for H 11,795.00 lakhs for the period of 2017-18 to 2022-23. In response to the notice, the Company has taken proactive steps by filing a writ petition before the Karnataka High Court. The Hon'ble High Court has granted a stay on the notice amount, and the matter is currently under judicial for regular hearing.
(9) Management categorizes the matters based on the probability of cash outflow, which require judgement. Management obtains the views of external consultants where necessary. Based on the assessment, management recognises liability/provision, or discloses the matter as a contingent liability, except for matters where the probability of outflow of cash is considered remote. Due to uncertainties involved in the process, actual outflows may be different from those originally estimated.
The Company may be involved in legal proceedings in respect of which it is not possible to make a reliable estimate of any expected settlement. In such cases, management has determined that any potential future cash outflows are not likely to be material.
(10) Management is optimistic of a favourable outcome in the above matters based on legal opinions/management assessment. It is not practicable for the Company to estimate the timing of the cash outflows, if any, in respect of the above, pending resolution of respective proceedings.
(11) Contingent liabilities above do not include demands with respect to income tax and indirect tax matters wherein the Company has assessed the probability of outflows of economic benefits to be remote.
(12) The Company has issued bank guarantees amounting to H 2,969.42 lakhs (March 31,2025: H2990.58 lakhs) in respect of various ongoing litigations relating to excise duty, VAT, and other matters, as well as in favor of certain customers and capital creditors.
42 Information on lease transactions pursuant to Ind AS 116 - Leases
Assets taken on lease
The Company has leases for lease land, offices, warehouses, plant and equipment and office equipment. With the exception of short term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets.
The Company has lease contracts for plant and equipment that contain variable payments. Variable lease payments that depend on production volumes are recognised in the statement of profit and loss in the period in which the condition that triggers those payments occurs and hence, are not considered in determining the lease liability. Any changes in production under contracts which includes variable lease payments, would have a proportionate impact on the variable lease payments.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
43 In the opinion of the Management and to the best of their knowledge and belief, the value on realization of current/non current assets, loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the financial statements.
48 Segment reporting
(i) Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Operational Head, in deciding how to allocate resources and assessing performance. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company is engaged in the business of manufacture, purchase and sale of beverage alcohol and other allied spirits, including through tie-up manufacturing units. Based on the management approach as defined in Ind AS 108, the Operational Head evaluates the company's performance based on only one segment i.e. manufacturing and trading in Liquor & Alcohol.
ii) Geographical information
Revenues from external customers in the Company's domicile India, as well as its major markets, Ghana and Nigeria, have been identified on the basis of the customer's geographical location. The Company's revenue disaggregated by primary geographical markets is as follows:
Terms and conditions of transactions with related parties
All the related party transactions are made on terms equivalent to those that prevail in arm's length. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no outstanding guarantees provided or received for any related party receivables or payables in the current financial year. For the year ended March 31,2026, the Company has not recorded any impairment of receivables relating to amounts owed by related parties H Nil (March 31, 2025: H Nil). This assessment is undertaken in each financial year through examining the financial position of the related party and the market in which the related party operates.
(4) Disclosure requirements pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
There are no loans / advances in nature of loan given by the Company to related parties, accordingly the disclosure requirements pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable.
The Company's principal financial liabilities comprise loans and borrowings, security deposits and trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets includes loans, investment in preference shares & equity shares, trade and other receivables, and cash and cash equivalents that are derived directly from its operations.
The Company's business activities are exposed to a variety of financial risks, namely market risks, credit risk and liquidity risk. The Company's senior management has the overall responsibility for establishing and governing the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.
(a) 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 interest rate risk and currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings.
The sensitivity analysis in the following sections relate to the position as at March 31, 2026 and March 31, 2025.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and the proportion of financial instruments in foreign currencies to total debts.
The analyses exclude the impact of movements in market variables on the carrying values of gratuity and other postretirement obligations and provisions.
The following assumptions have been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as at March 31,2026 and March 31,2025.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The entity's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.
In order to balance the Company's position with regard to interest income and interest expense and to manage the interest rate risk, treasury performs comprehensive interest rate risk management. As the Company does not have any significant amount of debt, the exposure to interest rate risk from the perspective of Financial Liabilities is negligible. Further, treasury activities, focused on managing investments in debt instruments, are centralized and administered under a set of approved policies and procedures guided by the tenets of safety, liquidity and returns. This ensures that investments are made within acceptable risk parameters after due evaluation.
Interest rate sensitivity:
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows;
Fair value sensitivity analysis for fixed rate instruments
The Company does not have any fixed rate financial assets and liabilities at fair value through profit and loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss and neither would it affect the equity.
A change of 100 basis points in interest rates for variable rate instruments at the reporting date would have increased/ (decreased) profit or loss for the below years by the amounts shown below. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
(ii) Foreign currency risk
The Indian National Rupee is the entity's most significant currency. As a consequence, the Company's results are presented in Indian National Rupee and exposures are managed against Indian National Rupee accordingly. The Company has limited foreign currency exposure which are mainly on account of imports and exports.The Company has hedged some of its receivables, since, they have short recovery cycle and act as natural hedging reducing the foreign currency risk. Refer note 53 above.
(iii) Equity price risk
The Company's equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis. The Company's Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to:
- unlisted equity securities at fair value is H NIL.
- unlisted equity in Joint Venture and Subsidiary at cost of H 17,425.68 lakhs.
(iv) Price risk
The Company's exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.
(b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The entity is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, financial assets. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.
Trade receivables and loans
Credit risk is managed by the Company in accordance with the Company's established policy, procedures and control relating to credit risk management. Credit quality is assessed based on an extensive credit rating and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and loans are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for receivables and loans. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note below. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and has been rated highly based on internal credit assessment parameters.
For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. . The Company is using provision matrix of 0.20%, 15%, 25% 50% and 75% for ageing bucket of less than 6 months, 06 months to 01 year, 01 Year to 2 year, 2 to 3 year and More than 3 Year respectively. Further Company is using 65% ECL on disputed matters.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the entity's treasury department in accordance with the entity's policy. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
(c) Liquidity risk
The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the entity's performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the entity's policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
Collateral
The Company has created a charge in favour of the lenders for loans and borrowings (Refer note-17 and 22 on Borrowings for details).
The Company has a retirement benefit plans for Gratuity, Provident Fund and Leave Encashment. For provident fund, entity makes contribution to provident fund trust. Gratuity plan is funded with LIC and requires contributions to be made to a separate fund administered by LIC. Leave encashment liability of the entity is unfunded. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age.
Each year, the Board of Trustees reviews the level of funding in the Gratuity plan and Provident fund. Such a review includes the asset-liability matching strategy and investment risk management policy. The Board of Trustees decides its contribution based on the results of this annual review. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.
The following tables summarises the gratuity components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the Balance Sheet for the respective plans.
C. Actuarial Method
i) Projected unit credit (PUC) actuarial method has been used to assess the plan's liabilities allowing for retirement, death-in-service and withdrawal and also compensated absence while in service.
ii) Under the PUC method, a projected accrued benefit is calculated at the beginning of the period and again at the end of the period for each benefit that will accrue for all active members of the plan. The projected accrued benefit is based on the plan accrual formula and upon service as at the beginning and end of the period, but using member's final compensation, projected to the age at which the employee is assumed to leave active service. The plan liability is the actuarial present value of the projected accrued benefits as on the date of valuation for active members.
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated. Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied when calculating the provision for defined benefit plan recognised in the Standalone Balance Sheet.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it provides an approximation of the sensitivity of the assumptions shown.
Risk exposure:
The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:
a) Salary increases - Actual salary increases will increase the plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
b) Investment risk - If plan is funded then assets/liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
c) Discount rate - Reduction in discount rate in subsequent valuations can increase the plan's liability.
d) Mortality and disability - Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan's liability.
D. Effect of new labour codes
The Government of India has notified four New Labour Codes ("NLC") on November 21,2025: the Code on Wages, 2019; Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020. The Company has carried out an assessment of the impact on past service cost relating to gratuity and leave encashment, arising primarily from the revision in the definition of Wages. As a result, an incremental expense of H 955.90 lakhs has been recorded in the books of account. Given the nonrecurring nature and the quantum of the amount involved, the same has been disclosed as an exceptional item. The Company continues to monitor and assess the impact of further government clarifications, state specific rules and will provide appropriate updates based on such development as and when necessary.
58 Capital management
For the purpose of the Company's capital management, capital includes issued equity share capital and other equity attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the shareholder's wealth.
The Company's policy is to maintain a strong capital base so as to maintain investor, creditors and market confidence and to sustain future development of the business. The Board of Directors monitor the return on capital employed as well as the level of dividend to shareholders.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a debt equity ratio, which is net debt divided by total capital.
68 Other Statutory Information
a. The Company has not undertaken 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).
b. The Company does not have any transactions with companies struck off.
c. The Company does not hold any Investment property, hence, not applicable.
d. In current year, no revaluation has been done for Property, plant and equipment and Intangible assets.
e. The Company has not been declared a 'Willful Defaulter' by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
f. The Company does not have any Benami property and no proceedings have been initiated or pending against the Company
for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules
made thereunder.
g. The Company has not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.
h. The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (intermediaries) with the understanding that the intermediary shall:
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company(ultimate beneficiaries) or:
ii. provide any guarantee, security or the like to or on behalf of ultimate beneficiaries.
i. 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:
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or,
ii. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
j. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
k. The Company has ensured compliance with Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on
Number of Layers) Rules, 2017 ('Layering Rules') is not applicable.
l. The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
m. The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were taken.
n. The Company has been sanctioned a working capital limit in excess of H5 crore by banks based on the security of current
assets during the year. The quarterly returns/statements, in respect of the working capital limits have been filed by the
Company with such banks and such returns/statements are in agreement with the books of account of the Company for the respective periods.
69 Audit Trail
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used an accounting software for the period 1 April 2025 till 14 December 2025 for maintaining its books of account which has a feature of audit trail (edit log) facility and the same was enabled at the application level. During the period from 1 April 2025 till 14 December 2025, the Company has not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log any direct data changes.
Further, from 15 December 2025 onwards the Company migrated to another software to maintain its books of account which has a feature of audit trail (edit log) facility. The said software is hosted on cloud and is managed by a third-party service provider and the 'Independent Service Auditor's Report on the Description of the Service Organization's System and the Suitability of the Design and Operating Effectiveness of Controls' ('Type 2 report' issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation) does not provide any information on availability of audit trail (edit logs) for any direct changes made at database level. Hence, the presence of audit trail at database level cannot be confirmed.
Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention at the application level.
70 The Board of Directors of the Company in its meeting held on October 29, 2025 has considered and approved a Scheme of Amalgamation of its wholly owned subsidiary and wholly owned step down subsidiaries namely Radico Spiritzs India Private Limited, Equibuild Realtors Private Limited, Compaqt Era Builders Private Limited, Accomreal Builders Private Limited, Firstcode Realty Private Limited, Destihomz Buildwell Private Limited, Proprent Era Estates Private Limited and Binayah Builders Private Limited (each, a "Transferor Company” and collectively, the "Transferor Companies”) with Radico Khaitan Limited (the "Transferee Company”). The Appointed Date of the Scheme is April 01, 2025. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon'ble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013.
The Scheme would become effective after receipt of all requisite approvals as mentioned in the Scheme. Pending receipt of necessary approvals, no effect of the Scheme has been given in the financial statements for the year ended March 31,2026.
72 Figures of previous year have been regrouped, wherever necessary. The impact of the same is not material to the user of the standalone financial statements .
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