4.14 Provisions
Provisions are recognized when the Company has a present obligation as a result of past events, for which it is
probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount
can be made. Provisions required to settle are reviewed regularly and are adjusted where necessary to reflect the
current best estimates of the obligation. Provisions are discounted to their present values, where the time value of
money is material.
4.15 Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its
existence in the financial statements.
Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain,
related asset is recognized.
4.16 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting 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
including a bonus issue, right issue and share split transaction.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
4.17 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker is considered to be the Board of Directors who makes strategic
decisions and is responsible for allocating resources and assessing performance of the operating segments.
The Company's operating businesses are organized and managed separately according to the nature of products, with
each segment representing a strategic business unit that offers different products and serves different markets. The
identified segments are Manufacturing and Sale of Polyester film and Engineering plastics.
Inter segment transfers
Inter segment transfers of goods, as marketable products produced by separate segments of the Company for captive
consumption, are not accounted for in the books of account of the Company. For the purpose of segment disclosures,
however, inter segment transfers have been taken at cost.
Allocation of common costs
Common allocable costs are allocated to each segment on a logical and reasonable basis.
Unallocated items
Corporate income and expense are considered as a part of un-allocable income and expense, which are not
identifiable to any business segment.
4.18 Significant management judgement and estimates
The preparation of the Company's financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the related
disclosures.
Significant management judgements
Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an
assessment of the probability of the Company's future taxable income against which the deferred tax assets can be
utilized.
Evaluation of indicators for impairment of assets - The evaluation of applicability of indicators of impairment of
assets requires assessment of several external and internal factors which could result in deterioration of recoverable
amount of the assets.
Contingent liabilities - At each balance sheet date basis the management judgment, changes in facts and legal
aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However,
the actual future outcome may be different from this judgement.
Significant estimates
Government grants - Grants receivables are based on estimates for utilisation of grant as per the regulations as well
as analysing actual outcomes on a regular basis and compliance with stipulated conditions. Changes in estimates or
non-compliance of stipulated conditions could lead to significant changes in grant income and are accounted
prospectively over the balance life of asset.
Defined benefit obligation (DBO) - Management's estimate of the DBO is based on a number of underlying
assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases.
Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
Useful lives of depreciable/amortisable assets - Management reviews its estimate of the useful lives of
depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in
these estimates relate to technical and economic obsolescence that may change the utilisation of assets.
Allowance for expected credit losses - The allowance for doubtful debts reflects management's estimate of losses
inherent in its credit portfolio. This allowance is based on Company's estimate of the losses to be incurred, which
derives from past experience with similar receivables, current and historical past due amounts, write-offs and
collections, the careful monitoring of portfolio credit quality and current and projected economic and market
conditions. Should the present economic and financial situation persist or even worsen, there could be a further
deterioration in the financial situation of the Company's debtors compared to that already taken into consideration in
calculating the allowances recognised in the financial statements.
Allowance for obsolete and slow-moving inventory - The allowance for obsolete and slow-moving inventory
reflects management's estimate of the expected loss in value and has been determined on the basis of past
experience and historical and expected future trends in the market. A worsening of the economic and financial
situation could cause a further deterioration in conditions compared to that taken into consideration in calculating the
allowances recognized in the financial statements.
Provisions - At each balance sheet date basis management estimate, changes in facts and legal aspects, the
Company assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual
future outcome may be different from this judgement.
Impairment of non-financial assets - If any indication exists, or when annual impairment testing for an asset is
required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an
asset's or CGU's fair value less costs of disposal and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
4.19 Share based payment
Employees of the Company receive remuneration in the form of share-based payments in consideration of the services
rendered (equity settled transactions).
Under the equity settled share-based payment, the fair value on the grant date of the Options given to employees is
recognised as ‘employee benefit expense' with a corresponding increase in equity over the vesting period. The fair
value of the options on the grant date is calculated using an appropriate valuation model.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that
are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision
to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. An additional expense is
recognised for any modification that increases the total fair value of the shares-based payments transactions, or is
otherwise beneficial to the employee as measured at the date of modification.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted
earnings per share. When the options are exercised, the Company issues fresh equity shares.
5. Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025,
MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new
pronouncements and based on its evaluation has determined that it does not have any significant impact in its
financial statements.
Further MCA has notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, with respect
to lack of exchangeability and this will be applicable to the Company for reporting periods beginning on or after
1 April 2025.
Capital reserve
Capital reserve was created underthe previous GAAP out of the profit earned from a specific transaction of capital nature. Capital reserve is not available for
the distribution to the shareholders.
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve will be utilised in accordance with provisions of the Companies Act, 2013.
Capital redemption reserve
The same has been created in accordance with provision of Companies Act, 2013 against redemption of preference shares.
General reserve
The Company is required to create a general reserve out of the profits when the Company declares dividend to shareholders.
Retained earnings
Retained earnings represents surplus in the Statement of profit and loss.
Share options outstanding account
The Company has allotted equity shares to certain employees under an employee share purchase scheme. The share options outstanding account is used to
recognise the value of equity settled share based payments provided to such employees as part of their remuneration. Refer note 42 for further details of the
scheme.
Effe ctive porti ons of cash flow hod ge
This comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have
not yet occurred.
Money received against share warrant
Share warrants are issued to promotera and althers in term's of the Guidelines foe preferential iss ues viz., SEBI (Issuc of Ca pitaland Disclosure Requirements),
Since shares are yet to be allotted against the same, these are not reflected as part of share capital but as a separate line item - ‘Money received against share
warrants. (Refer note below for details)
Pursuant to hhe fpproeal granted by the Bodrd of Directors at its meeting hold on 14th September 2024, rhe Preferential Issue Committee oo trie [Board, in its
meeting held on 16th September 2024, considered and approved the issuance of up to 1,10,75,9)41 Fully Convertible Warrants having a face value of Rs. 5/-
each at an isise price of Rs. 158/- per warrant, aggregating up to Rs. 1,74,99,98,678/- (Rupees One Hundred Seventy-Four Crores Ninety-Nine Lakhs Ninety-
Eight Thousand Six Hundred Seventy-Eight Only).
The issuance was duly/ approved by/ the sha2eholders of the Company/ehrough a postal ballot daled 16th October 2024.
Upon receipt of 433.7 55 crores, representing 25o/o of the total con's idee ration towards the subscripeion of the warrants from all alrotaees, rhe Board of Directors,
througlr a circular resoletion dated 13th November 20c4, allotted 1,10,75,941 Fully Convertible Warrants et an issue price off?158/- per warrant. These
warrants are convertible, at the option of the warrant holdet(s), in one vs more tranches within 18 (Eighteen) months from the date of allotment, into an
equivalent number of fully paid-up equity shares of face value Rs. 5/- each, aggregating a total subscription amount of Rs.1,74,99,98,678/- for cash.
Subiequent to rhe close of tie financiar year, the Boarl of Dilectors, througl a circular reiolution dated 30th April 20055, approved the allotment of 35,44,302
equity shares of face value Rs. 5/- each, fully paid-up, ai an issue price of Rs.l58/r per equity share, pursuant to the conversion of an equivalent number of fully
convertible warrants. This conversion was carried out on a preferential basis for a total consideration of Rs. 55,99,99,716/- for cash.
I. Term loans
a) Outstanding loan from Karnataka Bank Limited with outstanding balance of ^ NIL lacs (31 March 2024 : ^ 931.44 lacs) for capital expenditure (purchase of plant and
equipments) bearing floating interest at the MCLR plus 0.50% per annum. The term loan is repayable in 60 unequal monthly instalments starting from October 2020.##
b) Outstanding loan from Tata Capital Limited, a loan with outstanding balance of ^ 94.69 lacs (31 March 2024 : ^ 659.86 lacs) was sanctioned for infusion of funds in
Subsidiary Company of borrower (Ester Filmtech Limited). The term loan is secured by equitable mortgage by way of deposit of title deeds of land and corporate office building
constructed thereupon in Gurgaon and first and exclusive charge over the hypothecation of certain plant and equipments installed at factory premises at Uttarakhand and
further secured by irrevocable guarantee of its holding company and personal guarantee of Mr. Arvind Singhania. The term loan bearing floating interest at the LTLR minus
9.10% per annum. The loan is repayable in 54 equal monthly instalments starting from Dec 2020.
c) From Tata Capital Limited, a loan with outstanding balance of ^ 950.37 lacs (31 March 2024 : ^ 1,387.28 lacs) was sanctioned for infusion of funds in Subsidiary Company
of borrower (Ester Filmtech Limited), general corporate and capex. The term loan bearing floating interest at the LTLR minus 11.25% per annum. The loan is repayable in 54
equal monthly instalments starting from June 2022. #
d) From Tata Capital Limited, a loan with outstanding balance ^ 593.45 lacs (31 March 2024 : ^ 735.38 lacs) was sanctioned for infusion of funds in Subsidiary Company of
borrower (Ester Filmtech Limited),general corporate and capex. The term loan is secured by equitable mortgage by way of deposit of title deeds of land and corporate office
building constructed thereupon in Gurgaon and first and exclusive charge over the hypothecation of certain plant and equipments installed at factory premises at Uttarakhand
and further secured by irrevocable guarantee of its Holding Company and personal guarantee of Mr. Arvind Singhania. The term loan bearing floating interest at the LTLR
minus 11.25% per annum. The loan is repayable in 84 equal monthly instalments starting from June 2022.
e) From Tata Capital Limited, a loan with outstanding balance ^ 2,304.34 lacs (31 March 2024 : ^ 2,426.62 lacs) was sanctioned for infusion of funds in Subsidiary Company
of borrower (Ester Filmtech Limited),general corporate and capex. The term loan is secured by equitable mortgage by way of deposit of title deeds of land and corporate office
building constructed thereupon in Gurgaon and further secured by irrevocable personal guarantee of Mr. Arvind Singhania.. The term loan bearing floating interest at the LTLR
minus 11.80% per annum. The loan is repayable in 84 equal monthly instalments starting from Oct 2023.
f) From Tata Capital Limited , a loan with outstanding balance ^ 1,941.29 lacs (31 March 2024 : ^ NIL) was sanctioned for infusion of funds in Subsidiary Company of
borrower (Ester Filmtech Limited),general corporate and capex. The term loan is secured by equitable mortgage by way of deposit of title deeds of land and corporate office
building constructed thereupon in Gurgaon and further secured by irrevocable personal guarantee of Mr. Arvind Singhania. The term loan bearing floating interest at the
LTPLR plus 1.70% per annum. The loan is repayable in 84 equal monthly instalments starting from Oct 2024.
g) From Bajaj Finance Limited of ^ 1,794.31 lacs (31 March 2024 : ^ 2,390.1 lacs) as loan for general corporate and capex purpose. The term loan bearing floating interest
linked to BFL IRR at the rate of 7.35% per annum. The term loan is repayable in 20 equal quarterly instalments starting from May 2023 .##
h) From IDFC Limited of ^ NIL lacs (31 March 2024 : ^ 215.9 lacs) as capex loan for capital expenditure incurred by the Company. The term loan bearing floating interest at
the MCLR plus 0.30% per annum. The term loan is repayable in 37 equal monthly instalments starting July 2021.#
i) From Axis Finance Limited of ^ NIL lacs (31 March 2024 : ^ 1,992.64 lacs) as capex loan for capital expenditure incurred by the Company. The term loan bearing floating
interest at the MCLR plus .85% per annum. The term loan is repayable in 18 unequal quarterly instalments starting March 2022.##
j) From QNB Bank of ^ NIL lacs (31 March 2024 : ^ 2,848.9 lacs) as capex loan for capital expenditure incurred by the Company. The term loan bearing floating interest at
the MCLR plus 1.80% per annum. The term loan is repayable in 42 equal monthly instalments starting April 2023.#
k) From Shinhan Bank of ^ NIL lacs (31 March 2024 : ^ 3,549.17 lacs) as capex loan for capital expenditure incurred by the Company. The term loan bearing floating interest
at the repo rate plus 2.10% per annum. The term loan is repayable in 18 equal quarterly instalments starting Dec 2023.##
l) From IDFC First Bank Limited of USD 10.014 million equivalent to ^ 8408.92 lacs (31 March 2024 : ^ NIL lacs) as foreign currency term loan to takeover of Term loan
from Shinhan Bank & Qatar National Bank amounting to ^ 3333.33 lacs & ^2571.43 lacs respectively and balance loan for reimbursement of capital expenditure. The term
loans is secured by first pari passu charge on fixed assets of the Company (both present and future) including factory land and building at Pilibhit Road, Sohan Nagar, P.O.
Charubeta, Khatima-262308, Distt Udham Singh Nagar, Uttarakhand with other lenders, except fixed assets that are exclusively charged to Tata Capital Limited and second
Pari passu charge on current assets and further secured by irrevocable personal guarantee of Mr. Arvind Singhania .The term loan is also secured by first charge on Debt
Service Reserve Account (DSRA) to be created to meet debt service requirements of the project for the ensuring 90 days principal and interest payment. The term loan bearing
interest ranging from 9.73% to 9.75% per annum. The term loan is repayable in 24 quarterly instalments starting September 2024.
m) From Bajaj Finance Limited of ^ 1,146.64 lacs (31 March 2024 : ^ 1,792.33 lacs) as loan for general corporate and capex purpose. The term loan bearing floating interest
linked to BFL IRR at the rate of 8.00% per annum. The term loan is repayable in 60 equal monthly instalments starting from April 2022 .##
Above term loans are secured by first pari passu charge on fixed assets of the Company (both present and future) including factory land and building at Pilibhit Road, Sohan
Nagar, P.O. Charubeta, Khatima-262308, Distt Udham Singh Nagar, Uttarakhand with other lenders, except fixed assets that are exclusively charged to Tata Capital Limited &
Vehicles and second Pari passu charge on current assets and further secured by irrevocable guarantee of its Holding Company and personal guarantee of Mr. Arvind Singhania.
##Above term loans are secured by first pari passu charge on fixed assets of the Company (both present and future) including factory land and building at Pilibhit Road, Sohan
Nagar, P.O. Charubeta, Khatima-262308, Distt Udham Singh Nagar, Uttarakhand with other lenders, except fixed assets that are exclusively charged to Tata Capital Limited
and second Pari passu charge on current assets and further secured by irrevocable personal guarantee of Mr. Arvind Singhania.
II. Vehicle loans are secured by hypothecation of specific vehicles acquired out of proceeds of the loans. Vehicle loans bearing interest rates ranging from 7.25% per annum to
10.25% per annum. These loans are repayable in monthly instalments till Mar 2029.
Hedges of highly probable forecasted transactions
The Company has hedged its floating rate interest payment cash flows. Consequently, interest rate swap has been designated in cash flow hedge relationship with borrowings. Hedged
item and hedging instruments have been identified in below paragraphs.
Hedge effectiveness is determined at inception of the hedge relationship and at every reporting period end through the assessment of the hedged items and hedging instrument to
determine whether there is still an economic relationship between the two.
All derivative financial instruments used for hedge accounting are recognised initially at fair value and reported subsequently at fair value in the standalone balance sheet.
To the extent the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in cash flow hedges are recognised in other comprehensive income and
included within the cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised immediately in profit or loss.
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and presented as a
reclassification adjustment within other comprehensive income.
If a forecast transaction is no longer expected to occur, any related gain or loss recognised in other comprehensive income is transferred immediately to profit or loss. If the hedging
relationship ceases to meet the effectiveness conditions, hedge accounting is discontinued, and the related gain or loss is held in the equity reserve until the forecast transaction occurs.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates
and maturities and the notional or par amounts
The Company assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the
hypothetical derivative method.
In these hedge relationships the main source of ineffectiveness are:
The effect of the counterparty's and the Company's own credit risk on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash flows
attributable to the change in interest rates; and differences in repricing dates between the swaps and the borrowings.
The Company does not frequently reset hedging relationships because both the hedging instrument and the hedged item frequently change (i.e., the entity does not use a dynamic
process in which neither the exposure nor the hedging instruments used to manage that exposure remain the same for a long period). If it did, then it would be exempt from providing
the disclosures required by paragraphs 23A and 23B of Ind AS 107, but would instead provide information about the ultimate risk management strategy, how it reflects its risk
management strategy in its hedge accounting and designations, and how frequently. antly hedging relationships are discontinued and restarted. If the volume of these hedges is
unrepresentative of normal volumes during the year (i.e. the volume at the reporting date does not reflect the volumes during the year), then the entity would disclose that fact and the
reason it believes the volumes are unrepresentative.
(ii) Foreign exchange risk
Foreign exchange risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects
of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the
functional currency and other currencies from the Company's operating, investing and financing activities. The Investment and Borrowing Committee evaluates foreign exchange rate
exposure arising from foreign currency transactions on periodic basis and follows appropriate risk management policies.
The Company has international transactions and is exposed to foreign exchange risk arising from foreign currency transactions (imports and exports). Foreign exchange risk arises from
recognised assets and liabilities denominated in a currency that is not the Company's functional currency.
The Company’s objectives when managing capital are to:
- To ensure Company’s ability to continue as a going concern, and
- To provide adequate return to shareholders
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 attract
penalty/financial interest. There have been few breaches in the financial covenants due to decline in performance of the Company. However, default in
financial Covenant doesn’t lead to calling of loan by banks
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to
shareholders or issue new shares.
The Company's leased asset consist of leases for land and building . 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.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used
by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as
security.
Right of use asset as at 31 March 2025 amounting to ? 56.09 lacs (as at 31 March 2024 amounting to ? 56.85 lacs) are for the lease of land and building.
A Lease payments not recognised as a liability
The Company has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments
made under such leases are expensed on a straight-line basis. The Company does not have any liability to make variable lease payments for the right of use the underlying asset
recognised in the standalone financial statement.
The expense relating to payments not included in the measurement of the lease liability for short term leases for the year ended 31 March 2025 is ^7.84 lacs (for the year ended
31 March 2024 amounting to ^ 60.80 lacs).
B Total cash outflow for leases for the year ended 31 March 2025 was ^ 0.15 lacs (year ended 31 March 24 was ^ 0.15 lacs).
(e) In the normal course of business, the payment terms given to domestic customers ranges from 0 to 60 days and for export customers, it ranges from 0 to 105 days.
(f) AH the contracts are for periods of one year or less or are billed based on time incurred. As per practical expedient given under Ind AS 115, the transaction price to
allocated these unsatisfied contracts is not disclosed.
42 (i). Share based payment
Employee Stock Option Plan (ESOP) 2021
The Nomination and Remuneration Committee of the Company had at its meeting held on 01 April 2021, approved grant of 2,48,179 (face value of ^ 5/- per share) to the
eligible employees of the Company under the of Ester Share based expenses Plan-2021, at an exercise price of ^ 105 per option (being 10% less that the closing price at NSE
on 31 March 2021 i.e. immediately preceding the grant date), each option being convertible in to one Equity Share of the Company upon vesting subject to the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and conditions of the Ester Share based expenses Plan-2021.
The terms and conditions of the grant as per the Ester Share based expenses Plan-2021 are as under:
A. Vesting period
Vesting of the options will take place as per the following schedule:
- 10% of options will vest at the end of a period of 1 (one) year from date of grant
- 20% of options will vest at the end of a period of 2 (two) years from date of grant
- 30% of options will vest at the end of a period of 3 (three) years from date of grant
- 40% of options will vest at the end of a period of 4 (four) years from date of grant
B. Exercise period
8 (Eight) years from the date of grant. The employee shall have a right to exercise all the option vested in him at one time or various points of time within the exercise period.
Risk free return has been considered as Zero Coupon Bond Yield (continuous compound) for a term equal to the expected option life of the ESOP's,available on The Clearing
Corporation of India Limited's (CCIL) website. Expected volatility calculation is based on historical daily closing stock prices of competitors using standard deviation of daily
change in stock price. The minimum life of the stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which
options cannot be exercised' The expected life has been considered based on average of maximum life and minimum life and may not necessarily be indicative of exercise
patterns that may occur.
42 (ii). Employee Stock Option Plan (ESOP) 2024
The Nomination and Remuneration Committee of the Company had at its meeting held on 14 January 2025, approved grant of 1,43,742 (face value of ^ 5/- per share) to the
eligible employees of the Company under the of “Ester Industries Limited Employees Stock Option Plan 2024 (“ESOP 2024”), at an exercise price of ^ 114 per option (being
20% less that the closing price at NSE on 13 January 2025 i.e. immediately preceding the grant date), each option being convertible in to one Equity Share of the Company
upon vesting subject to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and conditions of the
“Ester Industries Limited Employees Stock Option Plan 2024 (“ESOP 2024”).
The terms and conditions of the grant as per the “Ester Industries Limited Employees Stock Option Plan 2024 (“ESOP 2024”) are as under:
A. Vesting period
Vesting of the options shall take place on the basis of time-based Vesting condition or performance- based vesting condition or a combination of both as per the following
schedule:
Time based vesting for 50 % Options:
-12.5 % of the Options will vest on 14th January 2026 i.e. post completion of P (One) year from date of grant
-12.5 % of the Options will vest on 14th January 202S i.e. post completion of 2 (Two) years from date of grant
-12.5 % of the Options will vest on 14th January 2028 i.e. post completion of 3 (Three) years from date of grant
-12.5 % of the Options will vest on 14th January 2029 i.e. post completion of 4 (Four) years from date of grant
Performance based Vesting for 50 % of Options:
-Up to 12.5 % of the Options will vest on 14th January 2026 i.e. post completion of P (One) year from date of grant
-Up to 12.5 % of the Options will vest on 14th January 202S i.e. post completion of 2 (Two) years from date of grant
-Up to 12.5 % of the Options will vest on 14th January 2028 i.e. post completion of 3 (Three) years from date of grant
-Up to 12.5 % of the Options will vest on 14th January 2029 i.e. post completion of 4 (Four) years from date of grant
B. Exercise period
Maximum 5 (five) years from the date of respective Vesting for the particular Option.
(c) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
(d) The Company has complied with the number of layers of companies prescribed under the Companies Act, 2013.
(e) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(f) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
(g) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or
in any persons or entities, including foreign entities (‘the intermediaries'), with the understanding, whether recorded in writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate
Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries.
(h) No funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties'), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (‘Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) 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.
(j) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(k) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
47. No subsequent event occurred post balance sheet date which requires adjustment in the standalone financial statements for the year ended 31 March 2025.
48. The Board of directors at its meeting held on 21 May 2025, has recommended final dividend of Rs. 0.60 per equity share for the year ended 31 March 2025, subject to
the approval of shareholder of the Company in the forthcoming Annual General Meeting.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Ester Industries Limited
Firm Registration No. 001076N/N500013
Sd/- Sd/- Sd/- Sd/- Sd/-
Sandeep Mehta Arvind Singhania Pradeep Kumar Rustagi Sourabh Agarwal Poornima Gupta
Partner Chairman & CEO Executive Director - Chief Financial Officer Company Secretary
Membership No.099410 DIN: 00934017 Corporate Affairs Membership No.A49876
DIN: 00879345
Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi Place: New Delhi
Date: 21 May 2025 Date: 21 May 2025 Date: 21 May 2025 Date: 21 May 2025 Date: 21 May 2025
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