(xvii) Provisions, contingent liabilities and
contingent assets
Provisions are recognized when the Company
has a present (legal or constructive) 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.
Contingent liability is disclosed unless the
likelihood of an outflow of resources is remote
and there is a possible obligation or a present
obligation that may, but probably will not, require
an outflow of resources.
Contingent assets are disclosed only when inflow
of economic benefits therefrom is probable and
recognized only when realization of income is
virtually certain.
(xviii) Earnings per share
Basic earnings per share is calculated by dividing
the net profit or loss for the year attributable to
equity shareholders (after deducting attributable
taxes) by the weighted average number of equity
shares outstanding during the year. The weighted
average number of equity shares outstanding
during the year is adjusted for events including a
share split or a bonus issue.
For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable
to equity shareholders and the weighted average
number of shares outstanding during the year are
adjusted for the effects of all dilutive potential
equity shares.
(xix) Rounding of amounts
All amounts disclosed in the financial statements
and notes have been rounded off to the nearest
millions as per the requirement of Division II of
Schedule III, unless otherwise stated.
(xx) Statement of cash flow
Cash flows are reported using indirect method,
whereby net profits before tax is adjusted for the
effects of transactions of a non-cash nature and
any deferrals or accruals of past or future cash
receipts or payments and items of income or
expenses associated with investing or financing
cash flows. The cash flows from regular revenue
generating (operating activities), investing and
financing activities of the Company are segregated.
(xxi) Critical estimates and judgements
The preparation of financial statements requires the
use of accounting estimates which, by definition,
will seldom equal the actual results. Management
also needs to exercise judgement in applying the
Company's accounting policies. This note provides
an overview of the areas that involved a higher
degree of judgement or complexity, and of items
which are more likely to be materially adjusted due
to estimates and assumptions turning out to be
different than those originally assessed. Detailed
information about each of these estimates and
judgements is included in relevant notes together
with information about the basis of calculation for
each affected line item in the financial statements.
a) 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 future taxable income
(supported by reliable evidence) against
which the deferred tax assets can be utilized.
b) Evaluation of indicators for impairment of
non-financial 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.
c) 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.
d) Impairment of financial assets - At each
balance sheet date, based on historical
default rates observed over expected life,
existing market conditions as well as forward
looking estimates, the management assesses
the expected credit losses on outstanding
receivables. Further, management also
considers the factors that may influence the
credit risk of its customer base, including
the default risk associated with industry and
country in which the customer operates.
e) 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.
f) 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.
g) Leases - The Company evaluates if an
arrangement qualifies to be a lease as per
the requirements of Ind AS 116. Identification
of a lease requires significant judgment. The
Company uses significant judgement in
assessing the lease term (including anticipated
renewals) and the applicable discount rate.
The Company determines the lease term as
the non-cancellable period of a lease, together
with both periods covered by an option to
extend the lease if the Company is reasonably
certain to exercise that option; and periods
covered by an option to terminate the lease
if the Company is reasonably certain not to
exercise that option. In assessing whether the
Company is reasonably certain to exercise an
option to extend a lease, or not to exercise
an option to terminate a lease, it considers all
relevant facts and circumstances that create
an economic incentive for the Company to
exercise the option to extend the lease, or not
to exercise the option to terminate the lease.
The Company revises the lease term if there
is a change in the non-cancellable period of
a lease.
h) Fair value measurements - Management
applies valuation techniques to determine
fair value of equity instruments (where active
market quotes are not available) and stock
options. This involves developing estimates
and assumptions around discount rate,
volatility, dividend yield which may affect the
value of equity instruments or stock options.
i) Goodwill - Management applies discounted
cash flow technique to determine value in
use. This involves developing estimates and
assumptions around growth rate, pre-tax
discount rate and other relevant information
which may affect the fair value.
Estimates and judgements are continuously
evaluated. They are based on historical experience
and other factors including expectation of future
events that may have a financial impact on the
Company and that are believed to be reasonable
under the circumstances.
Disclosure related to goodwill impairment:
Goodwill is carried at cost and tested annually for impairment. The above goodwill has arisen through business
combination in current year (read with note 44). The acquired setup is engaged in the business of dermatology and
childcare products and this setup is separate cash generating unit ('unit'). The other relevant details are as follows:
(i) Impairment testing for goodwill has been carried out considering its recoverable amount which, inter-alia, includes
estimation of value-in-use based on management projections (derived basis market approach). These projections
have been made for the period not exceeding ten years (with terminal value), as applicable and considered various
factors, such as market scenario, revenue growth rate and expected cost percentages (basis past experience).
(ii) Considering the overall business and regional market scenario, the projections has been considered for ten years.
The growth rate expected is 10.00%.
(iii) For arriving at present value, discount rate of 20.60% have been considered and the same has been determined
considering the Weighted Average Cost of Capital (WACC).
Based on the above assessment, no impairment has been recognised during the year. The management has performed
sensitivity analysis around the base assumptions and accordingly concluded that no reasonable changes in key
assumptions would cause the recoverable amount of the respective cash generating unit to be less than the carrying value.
(B) Defined benefit plans
(I) Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity.
In accordance with Ind AS 19 "Employee Benefits", an actuarial valuation has been carried out in respect of gratuity.
The discount rate assumed is 6.54% per annum (31 March 2024: 7.17% per annum) which is determined by reference
to market yield on government bonds at the Balance Sheet date.
The retirement age has been considered at 58 years (31 March 2024: 58 years) and mortality table is as per IALM
(2012-14) (31 March 2024: IALM (2012-14)). Weighted average duration are 3.26 years (31 March 2024: 3.26 years).
The withdrawal rate considered in actuarial valuation is 30% (31 March 2024: 30%)
The estimates of future salary increases, considered in actuarial valuation is 7% per annum (31 March 2024: 7%
per annum), taking into account of inflation, seniority, promotion and other relevant factors, such as supply and
demand in the employment market.
The plan assets are maintained with Life Insurance Corporation of India in respect of gratuity scheme for all the
employees of the Company. The details of investments maintained by Life Insurance Corporation are not available
with the Company, hence not disclosed. The expected rate of return on plan assets is 7.68% per annum (31 March
2024: 6.52% per annum).
(C) Risk exposures:
Theses plans typically expose the Company to the following actuarial risks:
Salary 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 plans liability.
Interest rate risk : A fall in the discount rate, which is linked, to the government bond rate will increase the present value
of the liability requiring higher provision.
Investment risk : The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on governments bonds. If the return on
plan asset is below this rate, it will create a plan deficit.
Mortality risk : Since the benefits under the plan is not payable for life time and payable till retirement age only, plan
does not have any longevity risk.
The following methods/assumptions were used to estimate the fair values:
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective
carrying amount due to the short term maturities of these instruments. Further, the fair value disclosure of lease
liabilities is not required.
(b) Fair valuation of non-current financial assets has been disclosed to be same as carrying value as there is no
significant difference between carrying value and fair value.
(c) Fair value hierarchy
The following explains the judgements and estimates made in determining the fair values of the financial instruments
that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in
determining fair value, the Company has classified its financial instruments into the three levels prescribed under
the accounting standard.
Financial assets and financial liabilities are measured at fair value in the financial statements and are grouped into
three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to
the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly; or
Level 3: unobservable inputs for the asset or liability.
34. Financial risk management
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk
management framework.
The Company, through three layers of defence namely policies and procedures, review mechanism and assurance
aims to maintain a disciplined and constructive control environment in which all employees understand their roles
and obligations. The Audit committee of the Board of Directors with top management oversees the formulation and
implementation of the risk management policies. The risks and mitigation plans are identified, deliberated and reviewed
at appropriate forums.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk (see (i));
- Liquidity risk (see (ii)); and
- Market risk (see (iii)).
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company's receivables from customers and other
financial assets. The carrying amount of financial assets represents the maximum credit exposure.
Trade receivables and other financial assets
The Company has established a credit policy under which each new customer is analysed individually for
creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The
Company's review includes external ratings, if they are available, financial statements, credit agency information,
industry information and business intelligence.
In monitoring customer credit risk, customers are grouped according to their credit characteristics, including
whether they are an individual or a legal entity, whether they are institutional or dealers or end-user customer,
their geographic location, industry, trade history with the Company and existence of previous financial difficulties.
As at 31 March 2025 and 31 March 2024, the Company does not foresee any risk with the customers, except
accounted for.
Expected credit loss with respect to trade receivables:
With respect to trade receivables, based on internal assessment which is driven by the historical experience/current
facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered
low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. The balance
past due for more than 6 months (net of expected credit loss allowance) is f Nil (31 March 2024: f 4.19 million).
The Company recognises allowance for expected credit loss at full value for disputed receivables and undisputed
receivables outstanding for more than one year.
34. Financial risk management (contd)
(ii) 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. In doing this, management considers both normal and stressed conditions. The Company maintained
a cautious liquidity strategy, with a positive cash balance throughout the year ended 31 March 2025 and 31 March
2024. 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.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted.
(iii) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes
in market rates. The Company's size and operations result in it being exposed to currency risk that arise from its
use of financial instruments:
The risk may affect the Company's income and expenses or the value of its financial instruments. The Company's
exposure to and management of such risk is explained below.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which
sales and purchases are denominated and the functional currency of the Company. The currency in which the
Company is exposed to risk is USD.
The Company follows a natural hedge driven currency risk mitigation policy, to the extent possible. Any residual risk
is evaluated and appropriate risk mitigating steps are planned, including but not limited to, entering into forward
contracts and interest rate swaps.
(v) Total of previous year's shortfall: f 0.56 million
(vi) Reason for shortfall: Not applicable
(vii) Nature of CSR activities: The CSR activity focus areas are health, education and livelihood to improve the quality
of the life of the community around the business locations.
(viii) Details of related party transactions: Not Applicable
(ix) 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 should be shown separately: Not applicable
41. Employee stock option scheme
The Company has a stock option plan in place namely "Jagsonpal Pharmaceuticals Limited Employees Stock Option
Plan 2022 ("JPL ESOP 2022")".
The Nomination and Remuneration Committee ('NRC' or 'Committee') of the Board of Directors ('Board') which comprises
a majority of Independent Directors is responsible for administration and supervision of the stock option plan.
Under Plan 2022, up to 65,49,500A stock options can be issued to eligible directors and other specified categories of
employees of the Company.
The details of share options are as follows:
Note:
(1) During the year, the Company had acquired India and Bhutan business of Yash Pharma Laboratories Private Limited
along with their brands and associated trademarks, technical know-how and non-compete under Business Transfer
Agreement ("BTA"), with effect from 01 June 2024, for a purchase consideration of f 940.12 million. The said business
acquisition gives the Company access to dermatology and childcare products and aligns well with strategic goal
to broaden presence in the Indian market. Further, the Company has Involved various external experts to facilitate
the said business combination for providing transaction related services amounting to f 32.85 million, which has
been disclosed as exceptional item.
(2) During the year, on 25 February 2025, the Company has entered into a Business Transfer Agreement ("Agreement")
for the purchase of gynaecology and dermatology divisions of Resilient Cosme-Ceuticals Private Limited ("Resilient").
There were condition precedents which were to be complied with before the said Agreement takes an effect.
Subsequent to the year-end, the Company and Resilient have mutually agreed to terminate the said Agreement,
with no liability to each other as certain conditions precedent of the transaction could not be fulfilled. However, the
Company has involved various external experts to facilitate the said business combination for providing transaction
related services amounting to f 2.12 million, which has been disclosed as exceptional item.
(3) During the year, on 15 November 2024, the Company has disposed off its Faridabad factory premises to M/s Regalia
Laminates LLP. The Company has received entire consideration of f 410 million. On disposal, the Company has
recognised a profit of f 233.59 million, which has been disclosed as an exceptional item. The corresponding current
tax impact for the said transaction is f 49.73 million along with the reversal of deferred tax liabilities amounting to
f 22.74 million.
(4) During the year, the Company has assessed the recoverability of certain property, plant and equipment and based
on the best estimates as per available external and internal information, it has recorded an impairment of ' 1.75
million, which has been disclosed as an exceptional item.
44. Business combinations
(i) During the year, the Company had acquired India and Bhutan business of Yash Pharma Laboratories Private Limited along
with their brands and associated trademarks, technical know-how and non-compete under Business Transfer Agreement
("BTA"), with effect from 01 June 2024, for a purchase consideration of f 940.12 million. The said business acquisition gives
the Company access to dermatology and childcare products and aligns well with strategic goal to broaden presence in
the Indian market. Further, the Company has Involved various external experts to facilitate the purchase price allocation
for said business combination.
(iv) The goodwill is largely attributable to growth expectations, skill and expertise of the workforce and expected future
profitability of the acquired business. It will not be deductible for tax purposes.
(v) Other information
The acquired business contributed revenue of ' 422.87 million for the year ended 31 March 2025 and if the acquisitions
had occurred on 01 April 2024, revenue for the year ended 31 March 2025 would have been ' 507.44 million.
45 (i) The Company has not advanced or loaned or invested funds to any person or any entity, 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 a 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.
(ii) The Company has not received any fund from any person or any entity, 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 a or
on behalf of the funding party (ultimate beneficiaries); or
(b) Provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
46. The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies,
which uses accounting software for maintaining its books of accounts, shall only use such accounting software which
has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the
books of account along with the date when such changes were made and ensuring that the audit trail cannot be
disabled. The Company, in respect of financial year commencing on 1 April 2024, has used an accounting software for
maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has been
operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature
at the database level was enabled only for certain key users to log any direct data changes in the accounting software.
used for maintaining the Company's books of accounts. Further, during the year, the Company did not come across any
instance of audit trail feature being tampered with, other than the consequential impact of the exception of the audit trail
feature at the database level being enabled only for certain key users in the accounting software. Furthermore, except
for instances of the audit trail feature at the database level being enabled only for certain key users in the accounting
software, the audit trail has been preserved by the Company as per the statutory requirements for record retention
from the date it has been enabled.
A Pursuant to the resolution passed by the Board of Directors on 23 October 2024, the Company approved the sub-
division/split of existing equity shares having a face value of f 5 each, fully paid up, into such number of equity shares
having face value of f 2 each fully paid-up. Post approval of shareholders through postal ballot, the Company has
completed the sub-division/split of its shares and the new split value/price of shares has become effective on both stock
exchanges with effect from 8 January 2025. The earnings per share for the comparative period has been restated as per
Ind AS 33 - 'Earnings per share'.
48. Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property.
(ii) The Company does not have any transactions and outstanding balances during the current as well previous year
with Companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company 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.
(vi) The Company is not declared willful defaulter by and bank or financials institution or lender during the year.
49 Previous year figures have been regrouped/ reclassified to conform to the current year's classification. The impact of
such reclassification/regrouping is not material to the financial statements.
The above notes including summary of material accounting policies and other explanatory information form an integral part
of the financial statements.
As per our report of even date attached. For and on behalf of the Board of Directors of Jagsonpal Pharmaceuticals Limited
For Walker Chandiok & Co LLP
Chartered Accountants
Firm Reg. No.: 001076N/N500013
Madhu Sudan Malpani Manish Gupta Harsha Raghavan
Partner Managing Director Chairman & Non-Executive Director
Membership No.: 517440 DIN: 06805265 DIN: 01761512
Place: Gurugram Sachin Jain Pratham Rawal
Date: 06 May 2025 Chief Financial Officer Company Secretary
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