(i) Of the above 242,051 shares have been allotted to erstwhile shareholders of Gujarat Propack Limited on amalgamation in the financial year 2002-03. No shares has been issued for consideration other than cash in the current reporting year and in last five years immediately preceding the current reporting year.
(ii) a) The Company allotted 9,086,357 bonus equity shares of ^ 10/- each in ratio of 1 (one) equity share for 2
(two) equity share held to the equity shareholder(s) whose name appeared in the register of members on 17 June 2022 i.e. the “Record Date" by capitalisation of capital reserve, security premium account and capital redemption reserves.
b) The Board of Directors of the Company at their meeting held on 01 December 2022 had approved Buyback of 1,009,345 equity shares (3.70% of equity capital) of the Company, through the “"Tender Offer"" route for an aggregate amount of upto ^ 108.00 crores at a price of ^ 1070 per equity share. The said equity shares bought back were extinguished on 22 February 2022. An amount of ^ 138.55 crores (including income tax and direct buyback costs) had been utilized from the other equity for the aforesaid buyback including creation of capital redemption reserve account of ^ 1.01 crores (representing the nominal value of the equity shares bought back).
(iii) During the year, the Board of Directors has recommended final dividend of ^ 4 per equity share (31 March 2025: ^ 4 per equity shares) subject to approval of shareholders in annual general meeting.
During the year ended 31 March 2026 the amount of per share dividend recognised as distributions to equity shareholders was ^ 4 per share (31 March 2025: ^ 3 per share).
(iv) Terms and rights attached to equity shares:
The Company has only one class of equity shares having the par value of ^ 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by Board of Directors, if any, is subject to approval of shareholders in Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after payment of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.
Nature and purpose of reserves
(i) Retained earnings
Retained earnings are profits/(losses) that the Company has earned till date less transfer to General Reserve, dividend or other distribution or transaction with shareholders.
(ii) General reserve
The Company has transferred a portion of the net profit before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
(iii) Treasury shares
This reserve represents Company's own equity shares held by the Cosmo ESOP Trust which is created under the Employee Stock Option Plan, 2015.
(iv) Special Economic Zone (SEZ) Re-investment reserve
The Special Economic Zone (SEZ) Re-investment reserve has been created out of the profit of eligible SEZ units in terms of the provisions of Sec 10AA(1)(ii) of Income Tax Act, 1961. The reserve should be utilised by the company for acquiring plant and machinery for the purpose of its business in terms of the Sec 10AA(2) of the Income Tax Act, 1961.
(v) Share based payment reserve
The reserve is used to recognize the grant date fair value of the options issued to employees under Company's employee stock option plan.
(vi) Effective portion of cash flow hedges
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the hedged transaction occurs.
(vii) Debt instruments through other comprehensive income
The Company has classified investments in perpetual bonds as at fair value through other comprehensive income (FVOCI) since:
(a) perpetual bonds are held within a business model whose objective is achieved by both collecting contractual cash flows and selling those bonds; and
(b) the contractual terms of perpetual bonds give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
This reserve represents changes in fair value of perpetual bonds from the date of such classification to the reporting date. When the perpetual bonds are derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment."
3) The Company has granted non-recurring long term incentives to select employees which is linked with valuations of specified businesses of a future date. In view of the management, projections of future valuations of specified businesses as at the current reporting date is not feasible. Accordingly, the Company has not recognized any expense on this account for the year ended 31 March 2026
4) Employee benefits expense for the year ended 31 March 2026 includes one-time increase in the past period employee benefit liability of ^ 4.00 crore under the ‘New Labour Codes' which came into effect from 21 November 2025. The Company continues to monitor the notification of rules by the Central/ State Government and impact, if any, will be further evaluated and accounted for in accordance with applicable accounting standards in the period in which these get notified.
43 LEASES
a) Leases disclosure as lessee:
A The Company has taken residential/commercial premises on lease. There are no restrictions placed upon the Company by entering into these leases and there are no subleases. The Company is prohibited from selling or pledging the underlying leased assets as security. The Company also has certain leases of various assets with lease terms of 12 months or less. The Company applies the ‘short-term lease' recognition exemptions for these leases.
B) Fair value hierarchy
The different levels of fair value have been defined below:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
B) (ii) Fair value of financial assets and liabilities measured at amortised cost
The fair values of loans are not materially different from the amortised cost thereof. Further, the management assessed that fair values of trade receivables, cash and cash equivalents, other bank balances, other current financial assets (excluding derivative assets), current borrowings, trade payables and other current financial liabilities (excluding derivative liabilities) approximate their respective carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included 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.
All the long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company's creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.
The fair value measurements disclosed in respect of financial assets and liabilities measured at amortised cost fall within Level 3 of fair value hierarchy.
A. Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
Valuation process and technique used to determine fair values
(i) All financial instruments are initially recognised at cost and subsequently re-measured at fair value as described below:
a) The fair value of investment in quoted Equity Shares is measured at quoted price as at reporting date.
b) The fair value of investment in quoted Bonds and Debentures is measured based on the last traded price on stock exchange as at the reporting date.
c) The fair value of investments in Alternative Investment Funds and Mutual Funds is based on the net asset value (NAV) as stated by the issuers of these funds in the published statements as at the balance sheet date.
d) The fair value for unquoted instruments where Level 1 inputs are not available, the Company engages third party valuers, where required, to perform the valuation. Information about the valuation techniques used in determining the fair value of various assets is as follows:
i. Asset Approach: Net Assets Value Method
ii. Income Approach:Discounted Cash Flows Method
iii. Market Approach: Comparable Companies Multiples Method
(ii) Fair value for derivatives contracts is determined using observable forward and option exchange rates and yield curves as at the balance sheet date.
As the Company's trade receivables do not contain a significant financing component, it measures the loss allowance in respect thereof at an amount equal to lifetime expected credit losses
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company or debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in Statement of Profit and Loss.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.
Trade receivables
Credit risk related to trade receivables are mitigated by taking bank guarantees/letter of credit, from customers where credit risk is high. The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred when amounts receivable become one year past due. Company obtains the credit insurance for export debtors from Export Credit Guarantee Corporation (ECGC) of India and for domestic debtors from insurance company.
Investments
This risk refers to a situation where a particular bond issuer is unable to make the expected principal payments, interest rate payments, or both.
The Company's deployment in debt instruments are primarily in bonds and debentures issued by highly rated banks, financial institutions and public sector undertakings. With respect to the Company's investing activities, counter parties are shortlisted and exposure limits are determined on the basis of their credit rating (by independent agencies), financial statements and other relevant information. As these counter parties are Banks/ Financial Institutions /public sector undertakings with investment grade credit ratings and taking into account the experience of the Company over time, the counter party risk attached to such assets is considered to be insignificant.
Furthermore, with respect to the company's investments in Equity and Preference instruments, Mutual Funds and AIF's, since these investments are not exposed to counterparty risks, therefore they have been considered under low credit risk instruments.
Derivative instruments
Credit risk related to derivative instruments is managed by the Company by doing transactions with highly rated banks. Further, management has established limits for use of derivative instruments to minimise the concentration of risks and therefore mitigate financial loss through counterparties potential failure to make payments.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.
Provision for expected credit losses
a) Expected credit losses for financial assets other than trade receivables
Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses. Since, the Company deals with only highrated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low. In respect of loans, comprising of security deposits, credit risk is considered low because the Company is in possession of the underlying asset. In respect of other financial assets, credit risk is evaluated based on Company's knowledge of the credit worthiness of those parties.
The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature.
b) Expected credit loss for financial assets under simplified approach
The Company recognises lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analysing historical trend of default and such provision percentage determined have been considered to recognise life time expected credit losses on trade receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for). Customer advances amounting to ^ 121.30 crores (31 March 2025 : ^ 132.80 crores) were not considered for the purpose of computation of expected credit losses under simplified approach. Based on such simplified approach, an allowance of ^ 7.75 crores and ^ 4.83 crores as at 31 March 2026 and 31 March 2025 has been recognised respectively.
B. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
(ii) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar, GBP, Euro and JPY. Fluctuations in foreign currency exchange rates may have an impact on profit or loss and the statement of change in 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.
Exposures on foreign currency loans are managed through a hedging policy, which is reviewed periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed. The Company's policy is to hedge material foreign exchange risk associated with borrowings, highly probable forecast sales and purchases transactions denominated in foreign currencies. The Company strives to achieve asset liability offset of foreign currency exposures and only the net position is hedged
The Company uses forward exchange contracts, currency swaps, other derivatives and non-derivative instruments to hedge the effects of movements in exchange rates on foreign currency denominated assets, liabilities and highly probable forecast transactions. The sources of foreign exchange risk are outstanding amounts payable for imported raw materials, capital goods and other supplies and as well as financing transactions and loans denominated in foreign currencies. The Company is also exposed to foreign exchange risk on its highly probable forecasted sales and purchases. The policy of the Company is to determine on a regular basis what portion of the foreign exchange risk on financing transactions
*Refer statement of profit and loss and statements of change in equity for the change in the fair value of cash flow hedges.
b) The Company uses foreign currency forward contracts, foreign currency options contracts and nonderivative financial instruments (i.e. foreign currency borrowings) to mitigate exchange rate exposure arising from forecast sales and purchase in USD, EUR and GBP. Also, the Company uses foreign currency options contracts, cross currency swap contracts and interest rate swap contracts to mitigate exchange rate exposure and interest rate exposure arising from foreign currency borrowings.
Hedge effectiveness is determined at inception of the hedge relationship and at every reporting period end through the assessment of the hedged items and hedging instrument to determine whether there is still an economic relationship between the two.
The critical terms of the foreign currency forwards and cross currency swaps entered into exactly match the terms of the hedged item. As such the economic relationship and hedge effectiveness are based on the qualitative factors and the use of a hypothetical derivative where appropriate
In hedges of foreign currency borrowings and forecast transaction, ineffectiveness mainly arises because of Change in timing of hedged item from that of the hedging instrument and cost of hedging. The ineffectiveness in the hedges have been disclosed.
All derivative financial instruments used for hedge accounting are recognised initially at fair value and reported subsequently at fair value in the statement of financial position.
To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in cash flow hedges are recognised in other comprehensive income and included within the cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised immediately in profit or loss.
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and presented as a reclassification adjustment within other comprehensive income.
If a forecast transaction is no longer expected to occur, any related gain or loss recognised in other comprehensive income is transferred immediately to profit or loss. If the hedging relationship ceases to meet the effectiveness conditions, hedge accounting is discontinued, and the related gain or loss is held in the equity reserve until the forecast transaction occurs.
Other derivatives, which have not been designated in hedging relationship, are considered by management to be part of economic hedge arrangements but have not been formally designated.
Exposure
The Company's exposure to price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.
47 CAPITAL MANAGEMENT
The Company's capital management objectives are to ensure the Company's ability to continue as a going concern as well as to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Company monitors capital on the basis of the carrying amount of equity plus its subordinated loan, less cash and cash equivalents as presented on the face of the statement of financial position and cash flow hedges recognised in other comprehensive income.
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The amounts managed as capital by the Company are summarised as follows:
The Company monitors capital on the basis of its gearing ratio, debt equity ratio and ratio of net debts to its earnings before interest, tax, depreciation and amortisation (EBITDA)
51 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III OF COMPANIES ACT, 2013
(i) Details of benami properties held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) Valuation of Property, Plant and Equipment and Intangible Assets
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.
(iii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(iv) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(v) Relationship with struck off companies
The Company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.
(vi) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(vii) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(viii) Registration of charges or satisfaction with registrar of companies
There are no changes or satisfaction which are yet to be registered with the registrar of companies beyond the statutory period.
(ix) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(x) Fund received / loaned
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 or entity, 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 .
(xi) No funds have been received by the Company from any person or entity, including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(xii) The Company has been sanctioned working capital limits from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks or financial institutions on aggregate basis, are in agreement with the unaudited books of account of the Company, for the respective quarters, except for some differences due to reporting of advances received from customers (subsidiaries), and other differences due to filing of quarterly returns or statements with banks based on the provisional financial statements and subsequent corrections being carried out in the financials statements during limited reviews of respective quarters/year end audit.
52 ACQUISITION OF SMALL ANIMAL CLINIC AND DR SANTA ANIMAL HEALTHCARE
On 16 April 2025 and 8 August 2025 , the Company acquired the business of Petcare clinic as a going concern by way of a slump sale from Small Animal clinic and Dr Santa animal healthcare (hereby referred as acquired Businesses) respectively , a proprietorship and a partnership firm registered in India. The deal comprised of clinic, brand name and logo, social media handles, tangible assets, customer database and other intangible assets. The acquisition is in line with the Company's strategy to expand it's Petcare Business.
(C) Acquisition of brand names
The Company has also acquired the Brand names of acquired businesses, as part of the acquisition deal. The brand has been valued at ^ 0.77 crores.
The determination of business valuation as at the acquisition date is based on discounted cash flow method. While doing purchase price allocation, property, plant and equipment, current assets and liabilities have been considered on the respective carrying values on the acquisition date and allocation to identifiable intangible assets has been considered based on the importance of each intangible asset for growth of the Company's business.
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(D) Contingent liabilities
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There are no contingent liabilities as on Acquisition dates pertaining to acquired businesses.
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(E) Analysis on cash flows of acquisition
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Particulars
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Amount
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Cash paid on business acquisition
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1.95
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Cash and cash equivalent acquired from Acquired businesses
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-
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Net cash paid
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1.95
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Purchase consideration of ^ 1.95 crores are included under Cash flow from investing activities.
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(F) Impact of acquisition on results
During the year ended 31 March 2026, the acquired businesses contributed ^ 2.75 crores towards Revenue from operations and made a loss of ^ 1.65 crores.
If the business combination had taken place at the beginning of the year i.e. on 1 April 2025, Acquired businesses would have contributed ^ 3.44 crores towards Revenue from operations and would have made a loss of ^ 2.02 crores.
53 SUPPLIER FINANCING ARRANGEMENT
a) Terms and Conditions
The Company participates in a supplier financing arrangement (SFA). Under the arrangement, certain banks agree to pay amounts to participating suppliers in respect of invoices owed by the Company and receives settlement from the Company at a later date. The principal purpose of the arrangement is to facilitate, efficient payment processing and enable the company to pay over the period of time to manage its working capital. No guarantees or collateral are provided under the arrangement.
54 Per transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961, the Company is required to use certain specific methods in computing arm's length prices of international transactions with associated enterprises and maintain adequate documentation in this respect. Since law requires existence of such information and documentation to be contemporaneous in nature, the Company has appointed independent consultants for conducting a Transfer Pricing Study (the ‘Study') to determine whether the transactions with associate enterprises undertaken during the financial year are on an “arms length basis". Management is of the opinion that the Company's international transactions are at arm's length and that the results of the on-going study will not have any impact on the financial statements and the independent consultants appointed have also preliminarily confirmed that they do not expect any transfer pricing adjustments.
55 There has been no subsequent events which required any adjustment for the financial year ending 31 March 2026.
56 Previous year numbers have been regrouped wherever consider necessary to confirm to current year classifications.
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