2.15 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
2.16 Contingencies
Disclosure of contingent liabilities 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 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 recognised in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.
2.17 Business combinations
The Company accounts for business combinations under acquisition method of accounting. Acquisition related costs are recognized in the statement of profit and loss account as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition of recognition
are recognized at their carrying values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognized as goodwill. The choice of measurement basis is made on an acquisition-by¬ acquisition basis.
Further business combinations arising from transfer of interest in entities that are under common control are accounted at pooling of interest. Under the pooling of interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, the only adjustment that are made are to harmonize accounting policies.
The financial information in the financial statements in respect of periods are restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, if business combination had occurred after the date, the prior period information is restated only that date.
The identity of the reserves is preserved and they appear in the financial statements of the Company in the same form in which they appeared in the financial statements of the acquired entity. The difference, if any, between the consideration and the amount of share capital of the acquired entity is transferred to Other equity in a separate reserve account.
2.18 Goodwill
Goodwill represents the excess of consideration transferred, together with the amount of noncontrolling interest in the acquiree, over the fair value of the identifiable net assets acquired. Goodwill is measured at cost less accumulated impairment losses.
2.19 Fair value measurement
The Company measures financial instruments at fair value at each reporting date.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(i) Financial assets
(a) Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through statement of profit and loss); and
• those to be measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in statement of profit and loss or other comprehensive income.
(b) Initial recognition and measurement
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. All other financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through statement of profit and loss, transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain significant financing component are measured at transaction price.
(c) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in below categories:
(i) Debt instruments at amortised cost
A 'debt instrument' is subsequently measured at the amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in Other Income in the profit or loss. The losses arising from impairment
are recognised in the standalone statement of profit and loss.
(ii) Debt instrument at fair value through other comprehensive income (FVTOCI)
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI). However, the Company recognises interest income, impairment losses and reversals and foreign exchange gain or loss in the profit or loss. On de¬ recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to profit or loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
(iii) Debt instrument at fair value through profit or loss (FVTPL)
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVTOCI, is classified as at FVTPL. In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch'). Debt instruments included within the FVTPL category are measured at fair value with all the changes in the standalone statement of profit and loss.
(iv) Equity instruments
All equity instruments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, including foreign exchange gain or loss and excluding dividends, are recognised in the OCI. There is no recycling of the
amounts from OCI to profit or loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the standalone statement of profit and loss.
(d) Investments in subsidiaries
Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of profit and loss.
Impairment of investments in subsidiaries
The Company reviews its carrying value of investments annually, or more frequently when there is an indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.
(e) De-recognition
The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expires or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
(f) Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the debt instruments, that are measured at amortised cost e.g., loans, trade receivables, bank balances.
Expected credit loss is the difference between all the contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive.
The management uses a provision matrix to determine the impairment loss on the portfolio of trade and other receivables. Provision matrix is based on its historically observed expected credit loss rates over the expected life of trade receivables and is adjusted for forward looking estimates.
Expected credit loss allowance or reversal recognised during the period is recognised as income or expense, as the case may be, in the Statement of Profit and Loss. In case of balance sheet, it is shown as reduction from specific financial asset.
(ii) Financial liabilities
(a) Classification
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through statement of profit and loss, loans and borrowings, payables.
(b) Initial recognition and measurement
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables and derivative financial instruments.
(c) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through statement of profit and loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through statement of profit and loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109- Financial Instruments. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 - Financial Instruments are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/ losses are not subsequently transferred to the profit or loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in profit or loss. The Company has not designated any financial liability as fair value through statement of profit and loss.
(d) Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in statement of profit and loss when the liabilities are de-recognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to interest-bearing loans and borrowings.
(e) De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de¬ recognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
(iii) Derivative financial instruments
The Company uses derivative financial instruments, such as foreign exchange forward to hedge its foreign currency risks for which no hedge accounting is applied. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. The changes in fair value of such derivative contracts, as well as the foreign exchange gain and losses relating to monetary items are recognised in the statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
(iv) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
2.20 Earning Per Share
Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit after income tax effect of interest and other financing costs associated with dilutive potential equity shares by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included.
2.21 Share based payments
The Company operates equity-settled share-based remuneration plans for its employees. The Company recognises compensation expense relating to share based payments in accordance with Ind AS 102-Share based Payment.
For share entitlement granted by the Company to its employees, the estimated fair value as determined on the date of grant, is charged to the standalone statement of profit and loss on a straight-line basis over the vesting period and assessment of performance conditions if any, with a corresponding increase in equity. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium
2.22 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
(i) Company as a lessee
The Company's lease asset classes primarily consist of leases for land, building and vehicle. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and low value leases. For these short term and low value leases, the Company
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
2.23 Recent accounting pronouncements
The Ministry of Corporate Affairs notified new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. The Company applied following amendments for the first-time during the current year which are effective from 1 April 2024:
a) Amendments to Ind AS 116 - Lease liability in a sale and leaseback
The amendments require an entity to recognise lease liability including variable lease payments which are not
linked to index or a rate in a way it does not result into gain on Right of Use asset it retains.
b) Introduction of Ind AS 117
MCA notified Ind AS 117, a comprehensive standard that prescribe, recognition, measurement and disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to all companies i.e., to all "insurance contracts" regardless of the issuer. However, Ind AS 117 is not applicable to the entities which are insurance companies registered with IRDAI.
The Company has reviewed the new pronouncements and based on its evaluation has determined that these amendments do not have a significant impact on the Standalone Financial Statements.
2.24 New and amended standards issued but not effective:
There are no new and amended standards that are issued, but not yet effective as of 31March 2025.
The Goodwill amounting to C60.25 pertains to the acquisition of Casper Pharma Private Limited, erstwhile subsidiary of the Company. Following the merger of Casper Pharma Private Limited with the Company, and the resulting goodwill has been recognized in the standalone financial statement. Goodwill is allocated to the Casper and formulation business division of the Company (together known as Cash generating unit) expected to benefit from the synergies of the business combinations in which the goodwill arises. The Company tests cash-generating units with goodwill annually for impairment, or more frequently if there is an indication that a cash-generating unit to which goodwill has been allocated may be impaired. The recoverable amount of goodwill has been assessed by using a value-in-use model of the underlying cash generating unit ("CGU"). The recoverable value is determined by detailed forecast, approved by the management, followed by an extrapolation of expected cash flows for the remaining useful lives using a declining growth rate determined by management. The present value of the expected cash flows of each cash generating unit is determined by applying a suitable discount rate reflecting current market assessments of the time value of money.
Key assumptions upon which the company has based its determinations of value in use includes:
(a) The Company prepares its cash flow forecast for five years based on management's projections.
(b) A terminal value is arrived at by extrapolating the last forecasted year cashflows to perpetuity, using a constant long¬ term growth rate at 7.00% ( 31 March 2024: 5.00%)
(c) Growth rate
The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on past performance and its expectations of market development. The weighted average growth rates used were consistent with industry reports at 14.00%.
(d) Discount rates
Management estimates discount rates that reflect current market assessments of the risks specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC) at 12.00% ( 31 March 2024: 17.67%). The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating units.
(e) Sensitivity
Reasonable sensitivities in key assumptions consequent to the change in estimated growth rate and discount rate is unlikely to cause the carrying amount to exceed the recoverable amount of the cash generating units.
(i) Cohance Lifesciences Inc (formerly known as Suven Pharma Inc) is engaged in the business of contract development and manufacturing (CDMO) of pharmaceutical products.
(ii) Pursuant to definitive agreements entered by the company with Sapala Organics Private Limited ("Sapala"), the company has acquired 51% of the share capital on a fully diluted basis (i.e., 67.5% of the present equity share capital) of Sapala on 12 July 2024 for a consideration of C258.00 and gained control of Sapala Organics Private limited ("Sapala") as a subsidiary. The Company has obligation to acquire the non-controlling interest in 2 tranches, one based on achievement of business performance milestones and another one based on regulatory approval. The company has recognised the derivative forward contract over the Sapala shares is recognized at its fair value. Sapala is a Hyderabad based CDMO focused on Oligo drugs and nucleic acid building blocks including Phosphoramidites & Nucleosides, drug delivery compounds (including GalNAc), Pseudouridine, amongst others.
(iii) Pursuant to the definitive agreements dated 7 December 2024, the Company have acquired the ownership of 56% equity share capital of NJ Bio, Inc., by a mix of primary infusion and secondary acquisition for a total consideration of $64.4 million (C547.96).
The Company holds 56% equity shareholding in the NJ Bio, Inc. through a combination of secondary acquisition of shares from certain existing shareholders and a primary subscription to equity share capital of NJ Bio, Inc. The aggregate consideration of USD 64.4 million, has been paid in the following manner:
(a) $49.40 million (C420.33), in aggregate, for secondary acquisition of 9,32,113 common equity shares of NJ Bio, Inc. from NJ Bio, Inc's certain existing shareholders; and
(b) $15.00 million (C127.63), in aggregate, for the primary subscription to 2,83,019 common equity shares of NJ Bio, Inc.
Based on above, the Company obtained the control of NJ Bio, Inc. w.e.f 20 December 2024 and has been assessed as Subsidiary. NJ Bio, Inc. is a Contract Research, Development, and Manufacturing Organization ("CRDMO"), focused on 'antibody-drug conjugates' ("ADCs") and 'XDC,' based in Princeton, New Jersey. Further, NJ Bio, Inc. has two wholly owned subsidiaries, namely, (i) NJBIO India Pharmaceutical Private Limited, and (ii) NJ Biotherapeutics, LLC
Further, in terms of the definitive documents:
(a) the Company has a call option to purchase the remaining shares of the NJ Bio, Inc. from the remaining shareholders; and
(b) the remaining shareholders of the NJ Bio Inc. have a put option to sell the remaining shares to NJ Bio, Inc., in each case after 5 years, such that if the call option and / or the put option is exercised, the Company could own 100%.
Nature and purpose of reserves:
a) Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. This reserve will be utilised in accordance with provisions of Section 52 of the Companies Act, 2013.
b) General reserve: The Company has transferred a portion of the net profit of the company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
c) Employee Stock Options outstanding account: The employee stock option is used to recognise the value of equity settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to note 61 for further details of these plans.
Terms of borrowings:
(i) The Company has availed secured short-term packing credit loans of C40.00 from State Bank of India (repayable within 90 days, interest at 3-month T-Bill 0.55%) and C30.00 from Citi Bank (repayable within 180 days, interest at 3-month T-Bill 0.80%). These loans are secured by a first pari-passu charge on current assets, and second pari-passu charges on movable fixed assets and land & buildings at Pashamylaram and FDC units.
(ii) Packing credit loan amounting to C38.58 as at 31 March 2024 are foreign currency loan and was repayable on demand and it was secured by hypothecation on stocks, Receivables and Other current assets of the company and second charge on fixed assets at Pashamylaram and FDC units of the company. Interest rate 3 / 6 M SOFR 80 bps i.e 6.26% p.a with monthly rest charged by State bank of India and 3 / 6 M SOFR 125 bps i.e 6.71 % by Bank of Bahrain & Kuwait. The same has been fully repaid during current year.
Note:
(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of our pending resolution of the respective proceedings as it is determined only on receipt of judgements/decisions pending with various forum/ authorities.
(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.
(c) The Company's pending litigations comprise of proceedings pending with indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements.
38 Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The Company's financial liabilities comprise of trade payable and other liabilities to manage its operation and financial assets include trade receivables, security deposits, loans and advances, etc., arises from its operation. The Company has constituted a Risk Management Committee consisting of a majority of directors and senior managerial personnel. The Company has implemented a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level. The Audit Committee of the Board periodically reviews the risk management framework.
[a) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and credit worthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, loans and other financial assets. The Company establishes an allowance for doubtful receivables and impairment that represents its estimate of incurred losses in respect of trade receivables, loans, financial assets and investments.The maximum exposure to credit risk at the reporting date is the carrying value of trade and other receivables.
(i) Trade and other receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and controls relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on credit term in line with respective industry norms. Outstanding customer receivables are regularly monitored. The Management has established a credit policy under which each new customer is analysed individually before the Company's standard payment and delivery terms and conditions are offered. The Company's receivables turnover is quick and there was no significant default on account of trade and other receivables. An impairment analysis is performed at each reporting date on an individual basis for major clients. The Company assesses at each reporting date whether a financial asset or a group of financial assets is impaired. Expected credit losses are measured at an amount equal to the 12 months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. The Company has used a practical expedient by computing the expected credit loss 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. None of the trade receivable was past due and impaired. The default in collection as a percentage to total receivable is low and there is no allowance for expected credit loss, considering there is no history of default till date, refer ageing in note 14.
(ii) Cash and other bank balances
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.
(b) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company 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. The following are the remaining contractual maturities of financial liabilities at reporting date:
(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 market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other price changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk, interest rate risk and price risk.
(c.1) Foreign currency exchange rate risk:
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the Company. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The Company has a treasury team which evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks and advises the management of any material adverse effect on the Company.
(c.2) Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of the Company and the Company's financial instruments will fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk relates primarily to the floating interest rate borrowings. The Company's investment in deposits with banks, deposits with others, investments in Compulsorily convertible debentures with fixed interest rates and therefore do not expose the Company to significant interest rate risk. The Company's exposure to changes in interest rates relates primarily to the Company's outstanding floating rate short term borrowing.
The Company also invests in debt mutual fund schemes of leading fund houses. Such investments are susceptible to market price risks that arise mainly from changes in interest rate which may impact the return and value of such investments. However, given the relatively short tenure of underlying portfolio of the debt mutual fund schemes in which the Company has invested, such price risk is not significant.
(c.3) Other price risk
Other price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company based on working capital requirement keeps its liquid funds in current accounts. Excess funds are invested in current investments. The Company has investment that are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the price risk through diversification of portfolio are submitted to the management on a regular basis
The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in financial instruments. A 10% increase/(decrease) in prices would increase/(decrease) the equity and profit or loss by the amounts shown below.
(d) Impact of hedging activities
The Company uses foreign exchange forward contracts to hedge against the foreign currency risk of highly probable USD, EUR and GBP sales. Such derivative financial instruments are governed by the Company's policies approved by the Board of Directors, which provide written principles on the use of such instruments consistent with the Company's risk management strategy. As the value of the derivative instrument generally changes in response to the value of the hedged item, the economic relationship is established. There are no forward contract outstanding as at 31 March 2025 and 31 March 2024.
Valuation technique used to determine fair value:
(b) The fair value of the financials assets and liabilities is reported at the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.
(c) The fair value of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in their published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund as well as the price at which issuers will redeem such units for the investors
The following methods and assumptions were used to estimate the fair values:
The carrying amount of trade receivable, trade payable, capital creditors, loans, margin deposit, security deposit, cash and cash equivalents, other bank balances and other receivables as at 31 March 2025 and 31 March 2024 are considered to be the same as their fair values, due to their short-term nature. Difference between carrying amounts and fair values of other financial assets, other financial liabilities and short term borrowings subsequently measured at amortised cost is not significant in each of the year presented.
Financial Instruments with fixed and variable interest rates are evaluated by the company based on parameters such as interest rate and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
Fair value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of following:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
The followingtable shows the Levels within the hierarchy, offinancialassets and liabilities measuredat fair value on a recurring basis as at 31 March 2025 and 31 March 2024: :
41 Capital management
The Company's objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt. Consistent with others in Industry, the Company monitors capital on the basis of the following gearing ratio: (net debt divided by total 'equity')
40 Segment information
In accordance with Indian Accounting Standard (Ind AS) 108 on Operating Segments, segment information has been disclosed in the consolidated financial statements of the Company, and therefore no separate disclosure on segment information is given in these standalone financial statements.
(b) Disclosures related to defined benefit plan
The Company has a defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of service is entitled to gratuity on departure at 15 days last drawn salary for each completed year of service or part thereof in excess of six months.
This defined benefit plan exposes the Company to actuarial risk, such as longevity risk, currency risk, interest rate risk and market (investment) risk.
The plan is funded with Life Insurance Corporation in the form of a qualifying insurance policy. The following tables summarise the components of net benefit expense recognised in the statement of profit and loss, the fund status and amounts recognised in the balance sheet:
The sensitivity analysis above has been determined based on reasonable possible changes of the respective assumption occurring at the end of the reporting period while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the Balance Sheet
Discount rate : The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
Salary escalation rate : The estimate of future salary increases considered takes into account the inflation, seniority, promotion and other related factors.
Compensated absences:
The Company provides for accumulation of compensated absences by certain categories of its employees. These employees can carry forward a portion of the unutilised compensated absences and utilise them in future periods or receive cash in lieu thereof as per the Company's policy. The Company records a liability for compensated absences in the period in which the employee renders the services that increases this entitlement. The total liability recorded by the Company towards this obligation was C15.12 and C12.83 as at 31 March 2025 and 31 March 2024 respectively.
* Cost of goods sold includes cost of materials consumed and changes in inventories of finished goods and work-in-progress.
# capital employed = Total assets - Current liabilities.
Reasons for change more than 25%:
i) Current Ratio: On account of disinvestment of current investments for acquisition of subsidiaries.
ii) Debt-equity Ratio: On account of availment of loans during the year.
iii) Inventory turnover ratio : On account of decrease in Inventory.
iv) Trade receivable turnover ratio: On account of increase in trade receivable compared to previous year
v) Net capital turnover ratio: Increase on account of disinvestment of current investments for acquisition of subsidairies.
44 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company utilizes multiple software applications for maintaining its accounting and payroll records. the Company has assessed the implementation and operation of audit trail (edit log) features across these systems during the financial year. The status of audit trail controls is summarized below:
SAP (Accounting records):
The audit trail (edit log) feature was enabled at the application level and the same operated throughout the year. However, the audit trail (edit log) feature at database level were not enabled.
ADP (Payroll records):
The audit trail (edit log) feature was not enabled at the application level and database level.
Tally (Accounting records):
The audit trail feature was enabled at the application level and operated effectively throughout the year. However, the Independent Service Auditor's Type 2 report issued in accordance with SAE 3402 did not provide assurance on the existence or effectiveness of audit trail controls for direct database-level changes. As a result, the Company is unable to ascertain the existence of such controls.
Darwin Box:
The audit trail feature was enabled at the application level and operated effectively throughout the year. However, the Independent Service Auditor's Type 2 report issued in accordance with SAE 3402 (Revised) did not confirm whether audit trail controls capture details of changes made at the database level. Accordingly, the Company is unable to confirm the existence of such controls.
45 Details of loan given and investment made
(a) Refer note 9 for investments made.
(b) Loans given to employees as per the Company's policy are not considered.
46 The Company neither holds any Benami property, nor proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
47 Disclosures pursuant to the requirement as specified under Paragraph 6(L)(ix)(a) and (b) of the General Instructions for preparation of Balance Sheet of Schedule III to the Act:
For the purpose of reporting under this clause, management has provided disclosures only with respect to information on trade receivables, creditors and inventories furnished to the lenders. There have been no disagreements between information furnished to the lenders and as per books.
48 The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 to the best of the knowledge of Company's management.
49 The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period
50 The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial year other than disclosed in standalone financial statements (refer note 58).
51 The Company has complied with the number of layers prescribed under the Companies Act, 2013.
52 The Company have not traded or invested in Crypto currency or Virtual Currency.
53 Other than disclosed in note 19, the Company has no borrowings from Banks and financial institutions
54 Other than disclosed in note 19, the company have not taken any borrowing based on security of current assets.
55 The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
56 No transactions, which are not recorded in the books of accounts of the Company 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).
57 Disclosure pursuant to requirements of Rule 11(e) (i) & (ii) of the Companies (Audit and Auditors) Rules, 2014:
(i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
(ii) The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
58 Business combination
The Board of Directors of the Company had approved arrangement for amalgamation of erstwhile wholly owned subsidiary, Casper Pharma Private Limited (Transferor Company) with the Company (the Transferee Company) in its meeting held on 29 February 2024. The Scheme of amalgamation has been approved by the Hon'ble National Company Law Tribunal (NCLT) vide order dated 24 October 2024. The certified copy of the Order has been filed with Registrar of Companies, Mumbai on 4 December 2024, on which the Scheme became effective on 1 January 2025 as per approved arrangement of amalgamation. Accordingly, the Company has accounted for the business combination transaction using the Pooling of interest method in accordance with the approved scheme as per Appendix C of Ind AS 103, Business Combinations of Entities under Common Control. Pursuant to above, the financial statements of the Company in respect of the prior periods have been restated as if the aforesaid business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination.
Reason for not been held in the name of the Company
These properties were obtained pursuant to demerger with Suven Lifesciences Limited and are legally owned by the Company. However, the land records are pending for suitable change to update the name of the Company from the erstwhile company.
60 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the weighted average number of shares outstanding are adjusted for the effect of all dilutive potential equity shares which includes all stock options granted to employees. The number of equity shares is the aggregate of the weighted average number of equity shares and the weighted average number of equity shares which are to be issued in the conversion of all dilutive potential equity shares into equity shares. Dilutive potential equity shares are deemed to have been converted at the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in force, at the time of such grants. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of face value C10 each.
No of option to be vested is based on the multiple of money (MoM) on the investment in the Company made by the Investors. No of options shall vest in tranches on the full or partial exit of the Investors from the Company. The fair value of the share options is estimated at the grant date using Monte Carlo Simulation Pricing ("MCS") method, taking into account the terms and conditions upon which the share options were granted.
63 Significant events
(a) The Board of Directors had approved on 29 February 2024, the Cohance Scheme of Amalgamation of Cohance Life Sciences Limited (Transferor Company) into and with Suven Pharmaceuticals Limited (now known as Cohance Lifesciences Limited) ('The Company') under the provisions of Sections 230 to 232 of the Companies Act, 2013 subject to receipt of applicable approval including approval from Hon'ble NCLT ("" Cohance Scheme "").
The Company received observation letter with ""no adverse observations"" from BSE Limited on 19 July 2024 and observation letter with ""no objection"" from the National Stock Exchange of India Limited on 23 July 2024 respectively in relation to the Scheme of Amalgamation based on which it filed the application with the NCLT on 25 July 2024.
The NCLT vide its order pronounced on 22 October 2024 has directed the convening of the meetings of the shareholders of both the Transferor Company and the Transferee Company, for approving the Scheme of Amalgamation and dispensing with the meetings of secured and unsecured creditors and serve notices to the concerned regulatory authorities
for seeking their representations, if any. Based on the NCLT order dated 22 October 2024, meetings of the equity shareholders of both the Transferor Company and the Transferee Company were held on 28 November 2024 to consider and approve the Scheme. The Scheme has been approved by the Members of the Company with requisite majority.
The Hon'ble NCLT, Mumbai vide its Order dated 27 March 2025 has sanctioned the Cohance Scheme. The Company has filed the certified copy of the Order with Registrar of Companies on 23 April 2025. As per the Scheme, the Appointed date which is also the effective date of the Scheme has been determined as 1 May 2025. Accordingly, the Scheme shall be accounted from the Appointed/ Effective date i.e. 1 May 2025 and in the manner prescribed under the scheme.
Key impacts of the Scheme are as follows:
(i) The name of the Company i.e. "Suven Pharmaceuticals Limited" has also been changed to "Cohance Lifesciences Limited", effective from 7 May 2025.
(ii) The Company has allotted equity shares to the shareholders of the Transferor Company, in the ratio of 11 (eleven) fully paid-up equity shares of C1 each of the Company for every 295 fully paid-up equity shares of C10 each held by such shareholders in Transferor Company. Accordingly, Company has allotted 12,65,38,578 equity shares of C1 each to Jusmiral Holdings Limited, who was promoter shareholder of the Transferor Company. Consequent to the said allotment of shares, Jusmiral Holdings Limited also forms part of the promoter group of Company and the existing promoter, Berhyanda Limited, who was holding 50.1% (pre-merger allotment) equity share capital of Company, is now holding 33.34% shares of Company (post-merger allotment).
64 The Standalone financial statements for the year ended 31 March 2025 were approved by the Board of Directors on 28 May 2025.
This is notes to the standalone financial statements including material accounting policy and other explanatory information referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Cohance Lifesciences Limited (formerly known as Suven Pharmaceuticals Limited)
Firm's Registration No.: 001076N/N500013
Ashish Gupta Vivek Sharma Dr. V. Prasada Raju
Partner Executive Chairman Managing Director
Membership No.: 504662 DIN : 08559495 DIN : 07267366
Sudhir Kumar Singh Himanshu Agarwal Kundan Kumar Jha
Chief Executive Officer Chief Financial Officer Company Secretary
Place: Hyderabad Place :Hyderabad
Date: 28 May 2025 Date: 28 May 2025
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