q) Provisions, contingent liabilities and contingent assets
A provision is made when there is a present obligation (legal or constructive) as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. Provisions are determined based on the present value of the management's best estimate of the amount required to settle the present obligation at the end of the reporting period. The discount rate used to determine present value is a pre-tax rate that reflects current market assessment of time value of money and the risks specific to the liability.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are not recognized but disclosed in the financial statements.
r) Operating segments
"Operating segments" are components of the Company whose operating results are regularly reviewed by the "chief operating decision maker" (CODM) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is
available. "Specialty chemical business" is identified as single operating segment for the purpose of making decision on allocation of resources and assessing its performance.
s) Earnings per share
Earnings per share are calculated by dividing the net profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed by adjusting the figures used in the determination of basic EPS to take into account:
a) after tax effect of interest and other financing costs associated with dilutive potential equity shares,
b) the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
t) Cash flows statement
Statement of cash flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flows are reported using the indirect method, whereby net profit for the period is adjusted for the effects of transactions of non-cash nature, working capital changes, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, cash at banks, other short-term deposits and highly liquid investments with original maturity of three months or less that are readily convertible into cash.
u) Cost recognition
Costs and expenses are recognised in statement of profit and loss when incurred and are classified according to their nature.
v) Government grants
The Company recognizes government grants only when there is reasonable assurance that the conditions attached to them will be complied with and the grants will be received.
When the grant relates to an expense item, it is recognized as income in statement of profit and loss on a systematic basis over the periods, to match with the related costs, for which it is intended to compensate.
When the grant relates to an asset, it is recognized as deferred government grant in the balance sheet and then subsequently transferred to statement of profit or loss on a systematic basis over the expected useful life of the related asset.
w) Exceptional items
Exceptional items refer to items of income or expense, including tax items, within the statement of profit and loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Company.
x) Events after the reporting period
Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the financial statements. Material non-adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Directors' report.
Dividend: The Company recognises a liability to make distributions of dividend to equity holders, when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. After approval, a corresponding amount is recognised directly in equity.
y) Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 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. 01 April 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 standalone financial statements.
15 Trade receivables (Continued)
Notes:
(i) The Company does not have any trade receivables from any directors or other officers of the Company or any of them either severally or jointly with any other persons, from any firms or private companies respectively in which any director is a partner or a director or a member except its wholly owned subsidiaries, in compliance with schedule V and section 186(4) of the Companies Act, 2013.
(ii) Refer note 43 and 44 for financial instruments - fair values and risk measurement respectively.
(iii) Refer note 18 for details of security, if any, held against trade receivables.
(iv) Trade receivables are non-interest bearing and generally have credit terms ranging from 30 to 180 days.
(v) Refer note 42 for trade receivables from related parties.
(vi) Refer note 41 for segment reporting under Ind AS 108 - Operating Segments.
(vii) Refer note 35 for reconciliation of contract assets and contract liabilities arising under Ind AS 115.
(viii) Refer note 50 for the additional regulatory information.
(ix) In determining the allowances for credit losses of trade receivables, the Company has used a practical expedient by computing the expected credit loss (ECL) allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and the rates used in the provision matrix. Since the Company calculates impairment under the "Simplified approach" for trade receivables containing significant financing component and for trade receivables that do not contain significant financing component, then it is not required to separately track changes in credit risk of trade receivables, as the impairment amount represents "lifetime" expected credit loss.
Accordingly, based on a harmonious reading of Ind AS 109 and the disclosure requirements under schedule III to the Companies Act, 2013, trade receivables have been presented in aggregate, as no impairment allowance is required to be recognised as at 31 March 2025 and 31 March 2024, irrespective of whether they contain a significant financing component or not.
18 Borrowings (Continued)
(vii) Nature of securities are as follows:
Working capital facilities from ICICI Bank Limited have been secured by way of first pari-passu charge on immovable and movable fixed assets of Dahej SEZ unit and movable fixed assets of Ankleshwar unit of the Company. Further, secured by pari-passu charge on current assets (except Vadodara unit) of the Company.
Foreign currency term loans - VIII, IX and working capital facilities from CITI Bank N.A. have been secured by way of first pari-passu charge on immovable and movable fixed assets of Dahej SEZ unit and movable fixed assets of Ankleshwar unit and exclusive charge on immovable and movable fixed assets of Vadodara unit of the Company. Further, secured by pari-passu charge on current assets of the Company. Term Loans VIII and IX were fully repaid during the year ended 31 March 2025 and hence were not outstanding as at 31 March 2025.
Working capital facilities from State Bank of India have been secured by way of first pari-passu charge on immovable and movable fixed assets of Dahej SEZ unit and movable fixed assets of Ankleshwar unit of the Company. Further, secured by pari- passu charge on current assets of the Company.
Working capital facilities from DBS Bank Limited have been secured by way of first pari-passu charge on immovable fixed assets of Dahej SEZ unit and movable fixed assets of the Company. Further, secured by pari-passu charge on current assets of the Company.
(iii) The Company does not have any outstanding dilutive instruments such as convertible securities, options, or contingently issuable shares as at the end of the reporting periods. Accordingly, the basic and diluted earnings per share are the same.
(iv) The weighted average number of equity shares used for computing earnings per share has been determined in accordance with the provisions of Ind AS 33, and represents the number of equity shares outstanding at the beginning of the year, adjusted for equity shares issued during the year, weighted on a time-apportioned basis.
(v) During the year ended 31 March 2024, the Company has issued 1,226,993 equity shares of face value '10 each at '1,630 per share (including premium of '1,620 per share), aggregating '2,000 million via QIP on 29 August 2023. These shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 30 August 2023.
35 Revenue from contract with customers
Revenue from sale of products is recognized at point in time, when the control over the goods has been transferred to the customer, which generally coincides with the date of shipment or delivery as per the terms of the contract.
Revenue from sale of services is recognised on satisfaction of performance obligation over time or at a point in time, depending upon the contractual terms.
"Specialty chemical business" has been identified as single operating segment for the purpose of making decision on allocation of resources and assessing its performance.
In line with paragraph 114 of Ind AS 115, the Company has presented disaggregated revenue disclosures which reflect the nature, amount, timing, and uncertainty of revenue and cash flows in a manner that is most representative of the Company's performance.
40 Employee benefits
Employee benefits of the Company includes all forms of consideration (directly or indirectly) given by the Company in exchange for services rendered by its employees or on termination of employment.
A Short-term employee benefits:
Measurement and recognition:
The Company measures short-term employee benefits on an undiscounted basis and it does not involve any actuarial valuation on the same.
The Company has recognised short-term employee benefits expected to be paid:
a) as employee benefits expense in the standalone statement of profit and loss, if it does not form part of the cost of an asset as per any other Ind AS (Ind AS 2 ""Inventories"" or Ind AS 16 ""Property, plant and equipment"") (refer note 28), and
2 Defined benefit plans: i) Gratuity (funded): a) Description of plan:
The Company makes annual contributions to defined benefit gratuity plan (funded) to finance the plan liability for qualifying employees. The gratuity fund is separately managed and administered by a trust (approved under the Income tax Act, 1961) and is legally separate from the Company. The plan is funded with Life Insurance Corporation of India (LIC) in the form of qualified insurance policy. The contribution towards the trust fund is done as per rule 103 of Income Tax Rules, 1962. The provisions of plan in accordance with the Payment of Gratuity Act, 1972 are as follows:
The eligible employees are entitled to post-retirement benefit at the rate of 15 days last drawn salary (monthly salary is calculated for 26 days) for each completed year of service until the retirement age of 58 years, subject to ceiling of ' 2 million:
(i) On termination of employment due to superannuation or early retirement or resignation: with vesting period of 5 years of service.
(ii) On death or permanent disablement in service: without any vesting period.
40 Employee benefits (Continued)
Where employees leave the Company prior to full vesting of the contributions, the contribution payable by the Company is reduced by the amount of forfeited contributions.
Governance of plan:
The fund is managed by a trust which is governed by the Board of trustees. The Board of trustees are responsible for the administration, for overall governance of the plan assets, for the definition of the investment strategy and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They do periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
Investment strategy:
The investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plan exposes the Company to various actuarial risks such as:
(i) Interest rate risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.
(ii) Salary inflation risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
(iii) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to market yields at the end of the reporting period on government bond yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently, the plan has a relatively balanced investment in government securities and other debt instruments.
(iv) Asset liability matching (ALM) risk: The plan faces the ALM risk, as to the matching cash flows. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
(v) Longevity (mortality) risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
(vi) Concentration risk: The plan is having a concentration risk, as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.
b) Measurement and recognition:
The present value of the defined benefit obligation and the related current service cost and past service cost is determined based on actuarial valuation as at the reporting date and is measured using the "projected unit credit method", which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to build-up the final obligation.
The obligations are measured at the present value of the estimated future cash flows by applying various valuation assumptions (referred below). The discount rate used for determining the present value of the obligation is based on the market yields on Government bonds as at the date of actuarial valuation.
For the purpose of calculation, past service is rounded to the nearest integer. Suitable application of the ' 2 million ceiling has been considered while conducting the valuation and during the years ended 31 March 2025 and 31 March 2024, there were no plan amendments, curtailments and settlements.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31 March 2025 and this valuation has been done in conformity with the Actuarial Practice Standard 27 (APS 27) and the relevant guidance notes issued by Institute of Actuaries of India.
The Company has recognised actuarial gains or losses (net of tax) immediately in the other comprehensive income (OCI). The principal assumptions used for the purposes of actuarial valuation of defined benefit plans were as follows:
40 Employee benefits (Continued)
Accumulating paid absences may be either vesting (in other words, employees are entitled to a cash payment for unused entitlement on superannuation or resignation or retirement) or non-vesting (when employees are not entitled to a cash payment for unused entitlement on superannuation or resignation or retirement). An obligation arises, when employees render service that increases their entitlement to future paid absences. The obligation exists and is recognised, even if the paid absences are non-vesting, although the possibility that employees may leave before they use an accumulated non¬ vesting entitlement affects the measurement of that obligation.
b) Measurement and recognition:
The present value of the other long-term employee benefit and the related current service cost and past service cost is determined based on actuarial valuation as at the reporting date and is measured using the "projected unit credit method", which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to build-up the final obligation.
The obligations are measured at the present value of the estimated future cash flows by applying various valuation assumptions (referred below). The discount rate used for determining the present value of the obligation is based on the market yields on Government bonds as at the date of actuarial valuation.
Based on the Company's past experience, the leave balances are split up into three proportions; leaves for while in service availment, leaves for while in service encashment and leaves for encashment on exit. This proportion is considered to follow the last in first out (LIFO) approach as guided in the Ind AS 19. During the years ended 31 March 2025 and 31 March 2024, there were no plan amendments, curtailments and settlements.
The most recent actuarial valuation of the present value of the other long-term employee benefits were carried out at 31 March 2025 and this valuation has been done in conformity with the Actuarial Practice Standard 27 (APS 27) and the relevant guidance notes issued by Institute of Actuaries of India.
The principal assumptions used for the purposes of actuarial valuation of other long-term employee benefits are same assumptions that are used in actuarial valuation of defined benefit plan (gratuity) (referred above), except two additional demographic assumptions which were as follows:
42 Related party disclosures (Continued)
Notes:
(i) None of the directors are related to each other or to any other KMP, as per section 2(77) of the Companies Act, 2013.
(ii) The Company has not entered into any service contracts with its directors or KMP, that provide for benefits on termination other than statutory entitlements.
(iii) The Company does not have any profit-sharing, stock option plans, contingent or deferred compensation arrangements with its directors or KMP.
(iv) All the KMP's (other than executive directors) are interested in the Company only to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service.
(v) All the KMP's other than its executive directors, are on regular employment contracts with the Company.
(vi) The directors have not received any kind of remuneration from any subsidiary of the Company.
43 Financial instruments
A Categories of financial assets and financial liabilities:
The Company's financial assets and financial liabilities can be categorised as follows:
(i) The Company has carried its investments in equity instruments of subsidiaries at deemed cost less provision for impairment, if any as per paragraph D15 of Ind AS 101 "First-time adoption of Indian accounting standards". The Company does not have any investment in equity instruments "designated" at FVTOCI.
(ii) All financial assets and financial liabilities of the Company are measured at "amortised cost" except current investments, which have been designated to be measured at "FVTPL".
(iii) The Company does not have any financial assets measured at FVTOCI.
(iv) During the years ended 31 March 2025 and 31 March 2024, the Company has not undertaken any reclassification or offsetting of financial assets and financial liabilities.
(v) Refer note 15 for movement in loss allowance for expected credit losses on trade receivables.
(vi) The Company does not have any type of compound financial instruments.
(vii) Refer note 18 for details on security provided against financial assets and confirmation of no defaults or breaches in relation to borrowings.
(viii) The Company has disclosed carried amount, net gains or losses if any, interests' income and interest expenses of all the categories of financial assets and liabilities in respective notes forming part of standalone financial statements.
B Hedge accounting:
Derivatives not designated as hedging instruments: The Company uses foreign currency denominated borrowings and foreign exchange forward contract to manage its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from 4 to 6 months.
The Company does not use cash flow hedges, fair value hedges, hedging of net investment in foreign operations and embedded derivatives.
C Fair values:
The Company's management have assessed that the "carrying amounts" of financial assets and liabilities other than those valued at Level 1 and Level 2 are considered to be reasonable approximation of their "fair values" due to their current and short-term nature.Accordingly, the Company has not separately disclosed fair values as per paragraph 29 of Ind AS 107 " Financial instruments: disclosures".
D Fair value hierarchy:
The fair value of financial instruments has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
43 Financial instruments (Continued)
Level 1 quoted prices in an active market: This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares and mutual funds. It has been valued using the closing price as at the reporting period on the stock exchanges.
Level 2 valuation techniques with observable inputs: This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of these instruments is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 valuation techniques with significant unobservable inputs: This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair value is determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor based on available market data.
E Measurement of fair values:
The Company's management have used its best judgement in estimating the fair value of its financial instruments. When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
44 Financial instruments-risk management
The Board of Directors 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 analyse 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 have also been placed before the Audit Committee of the Company. This note explains the nature, extent and sources of risks arising from financial instruments to which the Company is exposed at the end of the reporting years and how the entity manages the risk and the related impact in the standalone financial statements.
The Company's financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other bank balances, loans, trade receivables and other receivables. The Company's business activities are exposed to a variety of financial risks namely:
A. Credit risk,
B. Liquidity risk and
C. Market risk
A Credit risk:
Credit risk refers to the risk that a counterparty will default on its contractual and performance obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Company's credit risks principally arise from trade receivables and other receivables, from investments, from cash and cash equivalents, from forward exchange contracts and from security deposits or other deposits. The maximum credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the Company along with relevant mitigation procedures adopted have been enumerated below:
Trade and other receivables:
Customer credit risk has been managed by the Company and is subject to established policy, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring the credit worthiness of the customers to which the Company extends the credit in the normal course of the business. The Company uses publicly available financial information and its own trading records to rate its major customers. The Company's exposure and the credit ratings (if available) of its counterparties are continuously monitored. The outstanding trade receivables are regularly monitored and appropriate action has been taken for collection of overdue receivables.
Refer note 15, 35 and 41 for other disclosures related to trade receivables.
Other financial assets:
Other financial assets include investments, security deposits, forward exchange contracts, cash and cash equivalents, loans, other bank balance and other receivables.
• Investments in mutual funds are made only in large fund houses of good repute and credit worthiness.
• Security deposits have been given to various government authorities including other counterparties. Being government authorities, the Company believe that it does not has any exposure to credit risk. Security deposits to others are subject to established policy, procedures and controls relating to counterparty credit risk management by monitoring their credit worthiness, etc.
• Foreign exchange forward contracts (not designated as hedging instruments) have been taken with the intention of reducing foreign exchange risk of expected transactions. The Company attempts to limit the credit risk by only dealing with reputable banks having high credit-ratings assigned by credit-rating agencies.
• Cash and cash equivalents and fixed deposits are placed with banks having good reputation and having high credit-ratings assigned by international credit-rating agencies.
Refer note 8 to 12 for other disclosures related to other financial assets.
44 Financial instruments-risk management (Continued)
B Liquidity risk:
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.
The Company has maintained a cautious liquidity strategy, with a positive cash balance throughout the years reported. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
The Company also manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Exposure to liquidity risk:
The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows, along with its carrying value as at the balance sheet date. It includes principal, estimated interest payments and exclude the impact of netting agreements. The contractual maturity is based on the earliest date on which the Company may be required to pay.
C Market risk:
Market risk is the risk, that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.
(i) Currency risk:
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's functional currency is Indian Rupees ('). The Company has exposure to foreign currency mainly by way of trade receivables, cash and cash equivalents, borrowings and trade payables (primarily $ and €) and is therefore exposed to foreign exchange risk. Volatility in exchange rates affects the Company's revenue from exports markets and the costs of imports, primarily in relation to exports with respect to the US-dollar. Adverse movements in the exchange rate between the Rupee and the relevant foreign currency results in increase in the Company's overall debt position in Rupee terms without the Company having incurred additional debt.
44 Financial instruments-risk management (Continued)
In order to minimize adverse effects on the financial performance, the Company has entered into foreign exchange forward contracts (not designated as hedging instruments) to hedge foreign currency exchange risk. All hedging activities are carried out in accordance with the Company's internal risk management policy, as approved by the Board, and in accordance with the applicable regulations where the Company operates. Such decisions are taken after considering many factors such as upside potential, cost of structure and the downside risks etc. Weekly reports are submitted to management on the covered and open positions and mark to market (MTM valuation).
(ii) 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 Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. The Company's fixed rate borrowings are carried at amortised cost. Therefore, they are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The Company has exposure to variable interest rate risk, arising principally on changes in repo rate, MCLR, LIBOR and SOFR rates. The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day-to-day operations like short-term loans. The Company manages this risk by maintaining an appropriate mix between fixed and floating rate borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. The Company also has financial assets i.e. fixed deposits with fix rate of interest, therefore, they are not subject to interest rate risk.
46 Contingent liabilities and commitments (Continued)
45 Capital management
The primary objective of the Company's capital management is to ensure that it maintains a strong capital base so as to maintain investor, creditor and market confidence, to sustain future development of the business and to be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. For the purpose of the Company's capital management, capital includes paid-up equity capital and all other equity reserves attributable to the equity holders of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long-term and short-term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations, long-term and short-term bank borrowings. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
(ii) The timing and outcome of contingent liabilities are uncertain and dependent upon future events. Accordingly, no reliable estimate of future cash outflows can be made. All such matters are regularly reviewed and appropriate accounting treatments are made. The management believes that these matters will not have a material adverse effect on the Company's financial position.
(iii) Indirect tax matters:
(a) The Company has received a show cause-cum-demand notice dated 29 March 2022 from the DGGI (GST Intelligence) for erroneous IGST refund of ' 11.38 million (FY 2017-18 and 2018-19), including interest and penalties under section 74(1) of the CGST Act, 2017. The matter is being contested by the Company and it expects a favorable outcome.
(b) An order dated 03 March 2021 was received from CGST authorities for recovery of erroneous refund of ' 0.56 million plus interest of ' 0.05 million (FY 2017-18). The Company has preferred an appeal and expects a favorable outcome.
(iv) Direct tax matters:
(a) The Company has received show cause notice dated 22 September 2022 under section 274 read with section 270A of the Income Tax Act, 1961 for disallowances of ' 1.00 million (AY 2020-21). Further, the Company has received an order dated 24 March 2025 under section 147 read with section 144B for disallowance of ' 10.20 million for AY 2020-21. The Company has filed appeals and expects a favorable outcome.
47 Other disputed matters
The Company has initiated criminal proceedings under sections 138 and 141 of the Negotiable Instruments Act, 1881 against M/s Kaveri Engineering Works before the Chief Judicial Magistrate. The dispute pertains to dishonour of cheques aggregating ' 0.78 million issued against advance payments made to the said party. The matter is pending adjudication and the Company is confident of a favorable resolution.
48 Subsequent events
In accordance with Ind AS 10 - Events after the Reporting Period, the Company has evaluated subsequent events occurring up to 02 May 2025, the date of authorisation of these financial statements. Except as disclosed below, no event requiring recognition or further disclosure has occurred.
The Board of Directors has recommended a final dividend of ' 1.00 per equity share (i.e., 10% on face value of ' 10 each), aggregating to ' 23.39 million, for the year ended 31 March 2025. The dividend is subject to approval of the shareholders in the ensuing Annual General Meeting.
49 Statement of utilization of qualified institutional placement (QIP) proceeds during the year ended 31 March 2024
A In compliance with rule 19A of the Securities Contracts (Regulation) Rules, 1957, requiring minimum public shareholding of 25% within three years of listing, during the year ended 31 March 2024, the Company has issued 1,226,993 equity shares of face value '10 each at '1,630 per share (including premium of '1,620 per share), aggregating '2,000 million via QIP on 29 August 2023. These shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 30 August 2023 (refer note 16).
B Pursuant to regulation 32(1) and 32(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, statement of utilization of QIP proceeds as at 31 March 2024 is as follows:
49 Statement of utilization of qualified institutional placement (QIP) proceeds during the year ended 31 March 2024(Continued)
(ii) The Company has obtained a monitoring agency report on quarterly basis from the "Monitoring agency" and filed the same with both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where equity shares of the Company are listed and uploaded the same on Company's website.
(iii) The above statement of utilization of QIP proceeds has been reviewed by the Audit Committee and approved by the Board of directors at their respective meetings held during the year ended 31 March 2024.
(iv) During the year ended 31 March 2024, the Company has utilised full amount of QIP proceeds as per "objects of the offer".
(v) In accordance with section 27 of the Companies Act, 2013, the Company has not used the net proceeds for buying, trading or otherwise dealing in shares of any other listed company.
(vi) The Company has not entered in any proposal whereby any portion of the net proceeds will be paid to the promoters, promoter group, directors, key managerial personnel, or senior management personnel, except in the ordinary course of business. Further, there are no existing or anticipated transactions in relation to the utilisation of the net proceeds entered into or to be entered into by the Company with the promoters, promoter group, directors, key managerial personnel and/or senior management personnel.
(vii) Net proceeds have been revised from ' 1,942.50 million to ' 1,943.45 million. The actual cost incurred by the Company towards offer related expenses was less than the estimated cost disclosed in the offer document. Accordingly, the amount of ' 0.95 million, has been reallocated to "general corporate purposes".
(viii) The Company has deployed net proceeds towards general corporate purposes, in accordance with regulation 7(2) of the SEBI ICDR Regulations, to drive business growth, including, amongst other things, meeting any expenses incurred in the ordinary course of business, including salaries and wages, rent, administration expenses, insurance related expenses, and the payment of taxes and duties, servicing of borrowings including payment of interest and any other purpose as permitted by applicable laws and as approved by the Board.
50 Additional regulatory information
(a) During the years ended 31 March 2025 and 31 March 2024, the Company has not made any investment or provided any loans, guarantees, or securities to any person or body corporate exceeding the prescribed limits under section 186(2) of the Companies Act, 2013. Accordingly, no disclosure is required in terms of regulation 34(3) read with part A of schedule V of SEBI (LODR) Regulations, 2015.
(b) The Company has not entered into any material contracts or agreements (including with strategic, joint venture or financial partners), other than those entered into in the ordinary course of business.
(c) During the years ended 31 March 2025 and 31 March 2024, the Company has not been a party to any scheme of merger or amalgamation. Further, there were no material acquisitions or disposals of businesses or undertakings.
(d) Neither the promoters, nor any of the key managerial personnel, senior management personnel, directors or employees of the Company has entered into an agreement, either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with the dealings of the securities of the Company.
(e) None of the director is or was a director of any listed company, whose shares are or were suspended from being traded on any stock exchanges, during the term of their directorship in such company. Further, none of the directors is, or was, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company.
(f) None of the director has been nominated, appointed or selected pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others of the Company.
(g) The Company, its promoters, its directors, persons in control of the Company and the members of the promoter group have not been prohibited from accessing the capital markets and have not been debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority or court.
(h) The Company has not entered into any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
50 Additional regulatory information (Continued)
(i) Borrowings secured against current and non-current assets:
The Company has been availing borrowings facilities from ICICI Bank Limited, CITI Bank N.A, State Bank of India and DBS Bank Limited on the basis of security of current and fixed assets. The Company has filed monthly stock statements with all the banks referred above, which are in agreement with the books of accounts.
(j) 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.
(k) The Company has disclosed other additional regulatory information in respective notes forming part of standalone financial statements.
Explanation for variance in ratios by more than 25%:
i. Current ratio has been decreased primarily due to increase in current borrowings and a reduction in cash and cash equivalents, inventories, current investments and trade receivables during the year ended 31 March 2025.
ii. Debt equity ratio has been increased primarily due to increase in current borrowings during the year ended 31 March 2025.
iii. Debt service coverage ratio has improved due to repayment of long-term borrowings and finance cost during the year ended 31 March 2025.
iv. Return on equity ratio has been decreased primarily due to decrease in net profit after tax during the year ended 31 March 2025.
v. Net capital turnover ratio has been increased due to a combination of decrease in current assets and increase in current liabilities (mainly borrowings) during the year ended 31 March 2025.
50 Additional regulatory information (Continued)
vi. Net profit ratio has been decreased primarily due to increase in raw material costs during the year ended 31 March 2025 and thereby impacted the profitability.
vii. Return on capital employed has been declined primarily due to decrease in profitability during the year ended 31 March 2025.
viii. Return on equity investments in wholly owned subsidiaries has been increased due to increase in profitability of wholly owned subsidiaries during the year ended 31 March 2025 .
51 Indirect taxes
The Company has duly complied with the applicable provisions of Goods and Service Tax Act, 2017, the Customs Acts, 1962 and any other indirect taxes as applicable. Any variances between figures reported in the books of account and returns filed have been appropriately reconciled. Such differences, if any, are not material and will be addressed in subsequent periodic and annual returns, without any material impact on the standalone financial statements.
52 Code on social security
The Code on Social Security, 2020, which consolidates laws relating to social security and employee benefits, has received the assent of the President of India and has been published in the Gazette. However, the effective date for implementation and the final rules under the code have not yet been notified. The Company will evaluate and give appropriate accounting treatment for the impact of the code once it becomes effective.
53 Cost audit records
In accordance with the section 148 of the Companies Act, 2013 and the provisions of the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company has duly maintained cost records as prescribed.
54 Approval of financial statements
In accordance with the provisions of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the standalone financial statements for the year ended 31 March 2025 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 02 May 2025.
55 General
(a) All amounts disclosed have been rounded off to the nearest million with two decimal places, unless otherwise stated.
(b) All figures less than ' 4,999 have been presented as ' 0.00 million.
(c) Comparative figures for the previous year/s have been re-classified, re-grouped or re-arranged, wherever necessary, to conform with the presentation and classification of the current year.
Notes forming part of the standalone financial statements 1-55
As per our report of even date attached
For NDJ & Co. For and on behalf of the Board of Directors of
Chartered Accountants Tatva Chintan Pharma Chem Limited
Firm's Registration Number: 136345W CIN: L24232GJ1996PLC029894
CA Basant Chandak Chintan N. Shah Shekhar R. Somani
Partner Chairman and Managing Director Whole Time Director
Membership Number: 434585 DIN: 00183618 DIN: 00183665
Ashok Bothra Ishwar Nayi
Chief Financial Officer Company Secretary and Compliance Officer
M. No.: A37444
Date : 02 May 2025 Date : 02 May 2025
Place : Vadodara, Gujarat, India Place : Vadodara, Gujarat, India
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