p) Provisions (other than for employee benefits)
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The reimbursement is treated as a separate asset. Provisions are reviewed at each reporting date and adjusted to reflect current best estimates.
q) Contingent liabilities and contingent assets
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the entity. Contingent assets are recognized when the realization of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate. A contingent asset is disclosed where an inflow of economic benefits is probable.
Contingent liabilities and contingent assets are reviewed at each reporting date and adjusted to reflect the current best estimates.
r) Commitments
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets. Commitments are reviewed at each reporting date.
s) Operating segment
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available. All operating segments' operating results are reviewed regularly by the Company's Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segments and assess their performance.
t) Cash and cash equivalents
For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash in hand, demand deposits held with banks, other short¬ term highly liquid investments 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.
u) Statement of Cash Flows
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
v) Earnings per share
Basic earnings/ (loss) per share are calculated by dividing the net profit/ (loss) for the period
attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue and share split. For the purpose of calculating diluted earnings/ (loss) per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
w) Corporate Social Responsibility (“CSR") expenditure
CSR expenditure incurred by the Company is charged to the Statement of the Profit and Loss.
x) Share capital
Equity shares: Incremental costs directly attributable to the issue of equity shares are recognized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Ind AS 12. Preference shares: The Company compulsorily convertible preference shares (“CCPS") are classified as financial liabilities, because the instrument holders, in terms of the underlying agreement, had exit rights including requiring the Company to buy back shares held by them where upon the conversion ratio is also not fixed. Since both the conversion and redemption feature is conditional upon an event not under the control of the issuer, and may require entity to deliver cash, which issuer cannot avoid, or convert the CCPS into equity shares, where the fixed for fixed condition is not met, therefore, CCPS have been considered a “hybrid" financial liability.
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS
Ministry of Corporate Affairs (“MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended 31 March 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. 01 April 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements. As at 31 March 2025, MCA has not notified any new standards or amendments to the existing standards which are applicable to the Company
NOTE 18 - SHARE CAPITAL (Contd.)
# The Company has allotted 1,412,430 equity shares having face value of ' 10 each in the conversion ratio of 1:1 towards Cumulative Compulsorily Convertible Preference Shares (“CCCPS") on 01 December 2023 at a price of ' 448 per share.
The Company has allotted 669,642 Pre Initial Public Offer (IPO) equity shares having face value of '10 each on 03 December 2023 at a price of ' 448 per share.
The Company, at its IPO meeting held on 26 December 2023 approved allotment of 7,142,857 Equity Shares of '10 each pursuant to Initial Public Offering at a securities premium of ' 438 per share under Fresh Issue and offer for sale of 5,580,357 Equity Shares at an Offer Price of ' 448 per Equity Share, to the respective applicants in various categories, in terms of the basis of allotment approved in consultation with the authorized representative of BSE Limited and NSE. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on 29 December 2023. Refer Note 48
b. Defined benefit plans Gratuity
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member's length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier. The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognizes each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognized immediately in the Other Comprehensive Income (OCI).
This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.
The above defined benefit plan exposes the Company to following risks:
Interest rate risk:
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary inflation risk:
The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Demographic risk:
This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.
b. The fair value of non-current assets and non-current liabilities (except lease liabilities) are valued based upon discounted cash flow valuation method. The valuation model considers the present value of expected payments, discounted using risk adjusted discount rate. The own non-performance risk was assessed to be insignificant.
c. The fair valuation of financial assets and liabilities with short-term maturities is considered to be approximately equal to their carrying amount, due to their short-term nature.
There are no transfers between level 1, level 2 and level 3 during the year presented.
NOTE 42 (a) - FINANCIAL RISK MANAGEMENT Risk management framework
The Company is exposed to market risk, credit risk and liquidity risk. The Company's board of director oversees the management of these risks. The Company's board of director is responsible to ensure that Company's financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Board of directors reviews and agrees policies for managing each of these risks, which are summarized below.
(i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and currency risk financial instruments affected by market risk include trade receivables, trade payables and borrowings. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.
(a) Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's borrowings with floating interest rates. The Company is exposed to interest rate risk because funds are borrowed at floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The exposure of the Company's borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:
The exposure of the Company's borrowing to floating interest rate as reported at the end of the reporting year are as follows:
(b) Currency risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating activities.
The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk.
Exposure to currency risk:
The carrying amount of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of each reporting year are as follows:
(ii) 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. The Company is exposed to credit risk from its operating activities (primarily trade receivables, loans and investments) and from its financing activities, including deposits with banks. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
(a) Trade receivables
Customer credit risk is managed as per the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
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. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount of trade receivable and the amount of the loss is recognized in the Statement of Profit and Loss within other expenses.
The Company's exposure to credit risk for trade receivables by geographic region is as follows:
Out of the above foreign currency exposures, none of the monetary assets and liabilities are hedged by a derivative instrument or otherwise.
Sensitivity analysis:
The following table details the Company's sensitivity to a 5% increase and decrease in the ' against relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectations of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjust their transaction at the year end for 5% change in foreign currency rates. A positive number below indicates a increase in profit or equity where the ' strengthens 5% against the relevant foreign currency. For a 5% weakening of the ' against the relevant foreign currency, there would be a comparable impact on the profit or equity balance below would be negative. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
(b) Security deposits
The Company furnished security deposits as margin money deposits to bank. The Company considers that its deposits have low credit risk or negligible risk of default as the parties are well established entities and have strong capacity to meet the obligations. Also, where the Company expects that there is an uncertainty in the recovery of deposit, it provides for suitable impairment on the same.
(c) Financial guarantee
The Company provides financial guarantees to banks in respect of credit facilities availed by the subsidiaries from banks to cover the loss on the credit extended to subsidiaries. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual entities within the group, and by monitoring exposures in relation to such limits. It is the responsibility of the Board of directors to review and manage credit risk. The Company has assessed the credit risk associated with its financial guarantee contracts for allowance for Expected Credit Loss (ECL) as at the year end. The Company makes use of various reasonable supportive forward¬ looking parameters which are both qualitative as well as quantitative while determining the change in credit risk and the probability of default. The Company's maximum exposure relating to financial guarantees as on 31 March 2025 is ' Nil million (31 March 2024: ' 300 million). Considering the creditworthiness of entities within the group in respect of which financial guarantees have been given to banks, the management believes that the subsidiaries have a low risk of default and do not have any amounts past due. Accordingly, no allowance for expected credit loss needs to be recognised as at year end.
(iii) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimized cost.
NOTE 43 (i) - CONTINGENT LIABILITIES
The claims against the Company not acknowledged as debts comprise mainly pending lawsuits/claims against the Company, proceedings pending with Tax and other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements. As on 31 March 2025, there are no claims against the Company not acknowledged as debt that require disclosure under contingent liabilities in the financial statements.
The table below summarizes the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:
(iv) Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
NOTE 42 (b) - CAPITAL RISK MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the shareholder value.
NOTE 46 - OTHER MATTER
During the year ended 31 March 2024, The Company has acquired Sharon Bio Medicine Limited (“Sharon") through Univentis Medicare Limited (“UML") , an entity undergoing the corporate insolvency resolution process (“CIRP") under the Insolvency and Bankruptcy Code, 2016 (“IBC") before the Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT") since April 2017. Sharon is engaged in the business of manufacturing of intermediates and active pharmaceutical ingredients and finished dosages. It also offers contract manufacturing services for formulations and performs pre-clinical and toxicology research services. In accordance with the terms of the Resolution Plan approved by the NCLT, UML infused ' 1,954.00 million (' 1,944.00 million as loan and ' 10.00 million as equity share capital) into Sharon on 26 June 2023 and closure of implementation pursuant to the Resolution Plan was achieved on 30 June 2023. Following such infusion of funds by UML, Sharon became a wholly owned subsidiary of UML. UML availed a term loan of 1,450.00 million from HDFC bank for purpose of aforesaid infusion into Sharon. The Guarantee for this loan was given by the holding Company which was subsequently satisfied on 21 November 2023. The term loan is fully repaid by the UML during the financials year 2023-24.
NOTE 47 - 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/outstanding balances with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) 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 person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Further the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (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.
(vii) The Company has not 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
(viii) The Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(xi) The Company is not a Core Investment Company (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016).
(xii) The Company has used borrowing for the purpose for which they have been obtained.
NOTE - 48
The Company has completed its IPO of 12,723,214 equity shares of face value ' 10 each at an issue price of ' 448 per share (including a share premium of ' 438 per share) and as a result the equity shares of the Company were listed on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE') on 29 December 2023. The issue comprised of a fresh issue of 7,142,857 equity shares aggregating to ' 3,200.00 million and offer for sale of 5,580,357 equity shares by selling shareholders aggregating to ' 2,500.00 million.
The Company has estimated ' 478.39 million as IPO related expenses and allocated such expenses between the Company (' 272.79 million of this amount, ' 263.17 million has been adjusted to the security premium account) and selling shareholders (' 205.60 million) in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by selling shareholder respectively. Out of the total IPO proceeds the fund available in escrow account is ' 2.13 million for remitting funds for pending IPO related expenses (including ' 3.88 million is payable to selling shareholders on account of IPO expenses incurred on behalf of the Company).
The Company has received an amount of ' 2,931.09 million (net of IPO expenses of ' 268.91 million) from proceeds out of fresh issue of equity shares. The utilization of the net IPO proceeds is summarized below
As per our report of even date attached.
For B S R & Co. LLP For and on behalf of Board of Directors of
Chartered Accountants Innova Captab Limited
Firm registration number: 101248W/W-100022
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Lohariwala
Partner Chairman & Wholetime Director Managing Director
Membership Number: 507857 DIN: 00144656 DIN: 00144700
Place: Panchkula Lokesh Bhasin Neeharika Shukla
Date: 19 May 2025 Chief Financial Officer Company Secretary
M.No.: A42724
Place: Panchkula Date: 19 May 2025
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