(l) Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised when there is a present legal or constructive obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be
made.
A disclosure for a contingent liability is made where there is a possible obligation arising out of past event, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company or a present obligation arising out of past event where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a
contract are lower than the unavoidable costs of meeting the future obligations under the contract.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
(m) Borrowing cost
Borrowing cost includes interest expense as per effective interest rate ("EIR") and exchange differences arising from
foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of
qualifying assets are capitalized as a part of Cost of those assets, during the period till all the activities necessary to
prepare the Qualifying assets for its intended use are complete.
Other borrowing costs are recognized as an expense in the period in which they are incurred.
(n) Segment Reporting - Identification of Segments
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision
maker to make decisions for which discrete financial information is available. Based on the management approach
as defined in Ind AS 108, the chief operating decision maker evaluates the Company's performance and allocates
resources based on an analysis of various performance indicators by business segments and geographic segments.
(o) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the Company
- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements
in equity shares issued during the year
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
- the after income tax effect of interest and other financing costs associated with dilutive potential equity
- the weighted average number of additional equity shares that would have been outstanding assuming the conversion
of all dilutive potential equity shares.
(p) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank
overdraft, other short-term deposits with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
[~F| APPLICATION OF NEW AND AMENDED STANDARDS
(A) Amendments to existing Standards (w.e.f. April 1, 2023)
The Company has adopted, with effect from April 1,2023, the following new and revised standards and interpretations. Their
adoption has not had any significant impact on the amounts reported in the financial statements.
1. Ind AS 1- Presentation of Financials Statements - modification relating to disclosure of 'material accounting policy
information' in place of 'significant accounting policies'.
2. Ind AS 8 - Accounting Policies, Change in Accounting Estimates and Errors - modification of definition of 'accounting
estimate' and application of changes in accounting estimates.
3. Ind AS 12 - Income Taxes - The amendment clarifies application of initial recognition exemption to transactions such as
leases and decommissioning obligations.
(B) Standards notified but not yet effective
No new standards have been notified during the period ended March 31,2025.
1 The Company on October 10, 2023 ("Record Date"), sub-divided/split of existing Equity Share of the Company from 1 (One)
Equity Share having face value of INR 5 (Rupees Five only) each fully paid-up, into 5 (Five) Equity Shares having face value of
INR 1 (Rupee One only) each fully paid-up.
2 The Company on August 9, 2024 ("Record Date"), issued fully paid up bonus equity shares in the ratio of 1 (one) fully paid
Bonus Share for every 2 (two) Equity Share (1:2) held by the Equity Shareholders of the Company.
Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of INR 1 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors
[refer note 12 (viii)] is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim
dividend.
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.
The management assessed that the fair value of cash and cash equivalent, trade receivables, trade payables and other current
financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.
The fair values of current and non current borrowings are based on discounted cash flows using a current borrowing rate. They
are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.
Fair value measurement
Level 1 -Hierarchy includes financial instruments measured using quoted prices.
Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data 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 - If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
i. Valuation technique used to determine fair value
Specific Valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis
ii. Valuation processes
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required
for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the
audit committee (AC). Discussions of valuation processes and results are held between the CFO, AC and the valuation team at
least once every three months, in line with the Company's quarterly reporting periods.
~34| FINANCIAL RISK MANAGEMENT
The Company's activity exposes it to market risk, liquidity risk and credit risk. Company's overall risk management focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Company. This note explains the sources of risk which the entity is exposed to and how the Company manages the risk.
(A) Credit risk
Credit risk is the risk that the counterparty will not meet its obligations leading to a financial loss. Credit risk arises from cash and
cash equivalents, financial assets carried at amortised cost and deposits with banks and financial institutions, as well as credit
exposures to customers including outstanding receivables.
i. Credit risk management
Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant
increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in
credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at
the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days
past due.
A default on a financial asset is when the counterparty fails to make contractual payments of when they fall due. This definition
of default is determined by considering the business environment in which entity operates and other macro-economic factors.
ii. Provision for expected credit losses
The Company follows 'simplified approach' for recognition of loss allowance on Trade receivables
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade
receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables
and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and
changes in the forward-looking estimates are analyzed.
(B) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
The Company consistently generated sufficient cash flows from operations to meet its financial obligations. Also, the Company
has unutilized credit limits with banks.
Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities) and
cash and cash equivalents on the basis of expected cash flows. In addition, the Company's liquidity management policy involves
projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios
against internal and external regulatory requirements.
Maturities of financial liabilities
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the Company can be required to pay. In the table below, borrowings includes principal cash flows only.
(C) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market
prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk such as commodity
risk.
(i) Foreign currency risk
Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which
fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates
relates primarily to the external commercial borrowings and export receivables.
The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk
management policies and standard operating procedures to mitigate the risks.
(ii) Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of
changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate
risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the
interest rates.
However, during the years presented in these financial statements, the Company had primarily borrowed funds under fixed interest
rate arrangements with banks and financial institutions and therefore the Company is not exposed to interest rate risk.
(iii) Commodity Price risk
The Company is not exposed to other price risk during the years presented in these financial statements.
151 CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to
maximise the shareholder value.
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 gearing ratio, which is
net debt divided by total capital plus net debt. The Company includes within debt, interest bearing loans and borrowings, trade and
other payables, less cash and cash equivalents.
(e) Reason for Shortfall in:
(i) FY 2024-25
The Company has not failed to spent the 2% of the of the average net profit as per section 135(5).
The Management of the Company identified the project and under negotiation after which the management had finalized
the project at the end of the financial year. Therefore, As on 31.03.2025, an amount of INR 1,40,84,474/- remained to
be spent on CSR activities. The Unspent CSR amount was allocated to the project and transferred to the unspent CSR
account as prescribed under Companies Act, 2013. Total of Previous years shortfall of INR 33,30,415/- pertains to
unspent CSR amount of FY. 2023-24. The same is lying in the unspent CSR account as on 31.03.2025.
(ii) FY 2023-24
The Company has not failed to spent the 2% of the of the average net profit as per section 135(5).
The Management of the Company identified the project and under negotiation after which the management had finalized
the project at the end of the financial year. Therefore, As on 31.03.2024, an amount of INR 1,18,53,578/- remained to
be spent on CSR activities. The Unspent CSR amount was allocated to the project and transferred to the unspent CSR
account as prescribed under Companies Act, 2013. Total of Previous years shortfall of INR 76,55,554/- pertains to
unspent CSR amount of FY. 2022-23. The same is lying in the unspent CSR account as on 31.03.2024.
(f) Details of related party transactions, e.g., contribution to a trust controlled by the Company in relation to CSR expenditure as
per relevant Accounting Standard - INR NIL
(g) Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the
provision during the year shall be shown separately - N.A.
*In respect of aforesaid mentioned ratios, the reason for significant change (25% or more) in FY 2024-25 in comparison to FY
2023-24 is :
1 Borrowing were made during the year (Previous year : NIL)
2 Decrease in Earning available for debt service during current year and increase in interest and principal payment as compared
to previous year.
3 Increase in equity share capital due to issue of bonus share.
4 Due to decrease in average inventory compare to previous year.
5 Increase in trade receivable due to change in payment terms.
6 Decrease in revenue from operation and increased in capital employed due to bonus share.
7 Total Comprehensive income decreased due to decrease in revenue and increase in Free Equity.
Definitions:
(a) Earning for available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other
amortisations Interest other adjustments like loss on sale of Fixed assets etc.
(b) Debt service = Interest & Lease Payments Principal Repayments
(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2
(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return
(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2
(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return
(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2
(h) Working capital = Current assets - Current liabilities.
(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income
(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
(k) Return on Investment = Total Comprehensive Income / Free Equity
~40| TITLE DEEDS OF IMMOVABLE PROPERTY NOT HELD IN THE NAME OF THE COMPANY
The Company does not possess any immovable property (other than properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the Company during the
financial year ended March 31,2025 and March 31,2024.
[47] FAIR VALUATION OF INVESTMENT PROPERTY
The Company shall disclose as to whether the fair value of investment property (as measured for disclosure purposes in the
financial statements) is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers
and Valuation) Rules, 2017. Since, the Company does not have any investment property during any reporting period, the said
disclosure is not applicable.
[42] DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
~47] WILFUL DEFAULTER
The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.
|~47| DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES
The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the financial year.
[47| REGISTRATION OR SATISFACTION OF CHARGES
There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
~46| COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has complied with the requirements of the number of layers prescribed under clause (87) of section 2 of the
Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
[47] COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS
The Board of Directors at its meeting held on November 18, 2024, approved the Scheme of Amalgamation ("Scheme”) between
the Company and Themis Medicare Limited ('TML') and their respective shareholders and creditors pursuant to section 230 to
232 of the Companies Act, 2013 and other applicable laws. The appointed date for the amalgamation shall be April 1, 2025, or
such other date as approved by the Boards of the Parties. Upon the Scheme becoming effective, TML will issue and allot 118
equity shares of the face value of Re. 1 each, credited as fully paid-up, for every 100 equity shares of the face value of Re. 1 each,
fully paid-up, held by shareholders of the Company as on the record date as per the Scheme and the equity shares held by TML in
the Company shall stand cancelled. The Scheme is subject to necessary approvals from the SEBI, NCLT, requisite statutory and
regulatory authorities and the respective shareholders and creditors under applicable laws.
~48| UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM
A. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
B. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
~49| DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in Crypto currency or Virtual currency.
~50| UNDISCLOSED INCOME
During the year, the Company has not surrendered or disclosed any income 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). Accordingly, there are no transaction
which are not recorded in the books of accounts.
| 51 | Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year's
classification.
Material Accounting Policies and Notes Forming Part of the Financial Statements 1-51
As per our report of even date attached For and on behalf of the Board
For GMJ & Co Sd/- Sd/- Sd/-
Chartered Accountants Sachin D. Patel Dinesh S. Patel Tapas Guha Thakurata
Firm Registration No: 103429W Director Chairman Chief Executive Officer
DIN: 00033353 DIN: 00033273
Sd/- Sd/- Sd/-
CA Amit Maheshwari Vineet Gawankar Bhavik Shah
Partner Company Secretary Chief Financial Officer
Membership No: 428706 Membership No.: A55504
UDIN: 254287 06BMIO YK3264
Place: Mumbai Place: Mumbai
Date: May 20, 2025 Date: May 20, 2025
| 