o) Provisions and Contingent Liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are discounted to reflect its present value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
The Company does not recognise a contingent liability but discloses its existence in the financial statements. Contingent assets are neither recognised nor disclosed 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.
p) Share-based payments
Measurement and disclosure of the employee share-based payment plans is done in accordance with Ind AS 102, Share- Based Payment.
Equity Settled Transactions
The Ultimate Holding Company (‘Huhtamaki Oyj') offers Share based compensation program for senior executives of the Company. Shares mentioned above are issued by Huhtamaki Oyj and has no impact on the Company's share capital.
During the previous year, Huhtamaki Oyj recharged the Company, the cost of acquiring such shares for settlement to the employees for ESOP plans vested during the year. Management expects that Huhtamaki Oyj will continue to recharge the Company for shares to be vested in future and hence the Company has accounted for the same as liability.
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value at the grant date. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date upto, and including the settlement date, with changes in fair value recognised in employee benefits expense.
q) Research Expenditure
Research expenditure of a revenue nature is charged off in the year in which it is incurred and expenditure of a capital nature is capitalised to fixed assets.
Development expenditures on an individual project are recognised as an intangible asset when the Company can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.
• Its intention to complete and its ability and intention to use or sell the asset.
• How the asset will generate future economic benefits.
• The availability of resources to complete the asset.
• The ability to measure reliably the expenditure during development.
r) Earnings Per Share (EPS)
Basic EPS is computed by dividing the net profit for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the period, except where the results would be anti-dilutive.
s) Cash and Cash Equivalents
Cash and cash equivalents are short-term (three months or less from the date of acquisition), highly liquid investments that are readily convertible into cash and which are subject to an insignificant risk of changes in value.
t) Business Combinations
Business Combinations are accounted for using Ind AS 103 Business Combination. Acquisitions of businesses are accounted for using the acquisition method unless the transaction is between entities under common control. Under acquisition method, acquisition related costs are recognised in the Statement of Profit and Loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognised at their respective fair value at the acquisition date, except certain assets and liabilities required to be measured as per applicable standards. Purchase consideration in excess of the Company's interest in the acquiree's net fair value of identifiable assets, liabilities and contingent liabilities is recognised as goodwill. Excess of the Company's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over the purchase consideration is recognised, after reassessment of fair value of net assets acquired, is recognised as Capital reserve.
Business Combinations arising from transfer of interests in entities that are under common control are accounted using pooling of interest method wherein, assets and liabilities of the combining entities are reflected at their carrying value, no adjustment are made to reflect fair values, or recognise any new assets or liabilities. The identity of the reserves is preserved and appears in the financial statements of the transferee in the same form in which they appeared in the financial statements of the transferor.
u) Borrowing costs
Borrowing costs, general or specific, that are directly attributable to the acquisition or construction of qualifying assets is capitalised as part of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to the Statement of Profit and Loss.
The Company determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the year less any interest income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets, to the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset. In case if the Company borrows generally and uses the funds for obtaining a qualifying asset, borrowing costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on that asset.
Borrowing cost includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the finance cost.
v) Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).
The CODM assesses the financial performance (i.e. Net profit after tax) and position of the Company and makes strategic decisions. The Company has only one business segment, which is consumer packaging and company generates revenue majorly from domestic sales. Accordingly, the amounts appearing in these financial statements relate to this one business segment. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.
The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Company.
w) Asset held for sale
Non-current assets are classified as ‘held for sale' when all the following criteria are met:
a) decision has been made to sell,
b) the assets are available for immediate sale in its present condition,
c) the assets are being actively marketed and
d) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.
Subsequently, such non-current assets classified as ‘held for sale' are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.
Goodwill of ' 623.8 Million pertains to below merger/acquisitions:
(a) Merger of Webtech Labels Private Limited in 2015 with Huhtamaki India Limited - ' 96.9 Million
(b) Acquisition of Business of Ajanta Packaging in 2018 - ' 467.1 Million
(c) Acquisition of Business of Mohan Mutha Polytech Private Limited, Sricity in 2020 - ' 59.8 Million
Considering the nature of business and operations of the Company, the Management has identified the whole entity as single Cash Generating unit (CGU) for the purpose of impairment testing. Based on the impairment analysis performed, the management has not identified any indicators of impairment for the years ended December 31, 2024 and 2023. Following key assumptions were considered while performing impairment testing:
a. Long Term sustainable growth rates - 5% (Previous year: 5%)
b. Weighted Average Cost of Capital % before Tax (discount rate) - 10.7% (Previous year: 11%)
Note 5: Intangible assets (Contd.)
The recoverable amount is based on fair value less costs to sell, estimated using discounted cash flows.The fair value measurement has been categorised as Level 3 fair value.
The Projections cover a period of five years, which is considered to be an appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cashflows. The growth rates used to estimate future performance are based on past performance and current developments. Value in use has been determined by discounting the future cash flows generated from the continuing use. A sensitivity analysis around the base assumptions has been performed and it has been concluded that no reasonable changes in key assumptions would cause the recoverable amount to be less than the carrying value.
The Company did not identify any impairment charge in respect of intangible assets during the year December 31, 2024 (December 31, 2023 ' Nil)
a. In line with Circular No 04/2015 issued by Ministry of Corporate Affairs dated 10/03/2015, loans given to employees as per the Company's policy are not considered for the purposes of disclosure under Section 186(4) of the Companies Act, 2013
b. There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and their related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.
Company has not given any advances to Directors or other Officers of the Company or any of them either severally or jointly with any other persons or advances to firms of private companies respectively in which any Director is a partner or a Director or a Member.
Note 20: Assets held for Sale
Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale' when all the following criteria are met: (i) decision has been made to sell, (ii) the assets are available for immediate sale in its present condition, (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.
Subsequently, such non-current assets and disposal groups classified as ‘held for sale' are measured at the lower of its carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.
During the previous year ended December 2023, the Company had executed four conveyance deeds towards sale of land and had received ' 4,009.0 million under two conveyance deeds. The Statement of Profit and loss account for the previous year ended December 31, 2023 included the impact of profit in respect of these two conveyance deeds amounts to ' 3,916.0 million (and tax thereon of ' 836.0 million) which had been disclosed as “"Exceptional item””. During the current year ended December 31, 2024, the conditions precedent in respect of the balance two conveyance deeds have been satisfied and the Company has received the balance consideration of ' 220.9 million which is net of selling expenses incurred of ' 0.8 million (the Company had received an advance of ' 59.5 million during the previous year ended December 31, 2023).The Statement of profit and
Note 20: Assets held for Sale (Contd.)
loss account for current year ended December 31, 2024 include the impact of profit in respect of these two conveyance deeds amounting to ' 278.1 million which has been disclosed as "Exceptional item” and consequently Capital Gains Tax on the same amounts to ' 63.6 million.
During the previous year ended December 2023, the Company had also executed a Deed of Assignment for Ambernath flexible plant for a consideration of ' 300.0 million. The Statement of profit and loss account for the previous year ended December 31, 2023 include the impact of profit of ' 170.9 million that has been disclosed as”” Exceptional item”” and consequently Capital Gain tax reversal on the same is ' 16.7 million.
D. Terms/ rights attached to equity shares:
The Company has only one class of Issued, Subscribed and Paid-up Equity Capital having a par value of ' 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
E. Shares held by the Holding Company:
Out of equity shares issued by the Company, shares held by its Holding Company are as follows :
The amount required to be spent under Section 135 of the Companies Act, 2013 for the year 2024 is ' 9.8 million (Previous Year: ' 10.9 million) i.e. 2% of average net profits for last three financial years, calculated as per section 198 of the Companies Act, 2013.
(Vi) Nature of CSR activities include
• Promotion of healthcare and sanitation activities which include drinking water facilities,rural development initiative including upgradation of medical facility in Primary Health Centres and Vocational Skill Development
• Promotion of Education activities which include electrification at school premises , mid-day meal,safe drinking water.
• Environment sustainability activities which include green cover through plantation
• Societal development which include supply of essentials in Old age homes/orphanages.
(vii) Above includes a contribution of ' 9.7 million (2023: ' 21.2 million) to Huhtamaki Foundation which is a Trust registered under Maharashtra Public Trust Act, 1950. The primary Objective of the Trust is to work in the area of environmental sustainability and recyclability. The Actual payment towards CSR spend done during the current year is ' 11.5 million (2023: ' 14.6 million) of which contribution made to Huhtamaki Foundation trust is ' 9.5 million (2023: ' 13.0 million).
(viii) The Company does not wish to carry forward excess amount of ' 1.9 million spent during earlier year (previous year: ' 11.8 million) against amount required to be spent under Section 135 of the Companies Act, 2013 for the year 2024 is ' 9.8 million (Previous year: ' 10.9 million).
(ix) The Company does not carry any provisions for Corporate social responsibility expenses for current year and previous year.
a. With the objective to achieve economies of scale, optimise production processes and reduce overall operating expenses, the Company, during the previous year ended December 31, 2023, relocated its Labels manufacturing capacities at three sites to other existing Label manufacturing sites. Pursuant thereto, the Company had charged accelerated depreciation of ' 12.8 million in respect of property plant and equipment that are not useable at other locations. Further, the Company had paid ' 6.6 million towards settlement package for the employees in the above three locations and disposal cost of ' 2.0 million. The aforementioned expenses, which aggregate to ' 21.4 million have been disclosed as an “Exceptional Item”.
b. Consequent to circular resolution dated October 31, 2023, the Company announced a Voluntary Retirement Scheme (VRS) for its eligible employees at the Hyderabad plant and approved by the Board of Directors of the Company on the same date. In response to the scheme, 93 employees opted for the VRS which involved a pay-out cost of ' 287.5 million. Also the Company rolled out a Voluntary Retirement Scheme (VRS) for certain category of its employees working at its Khopoli Plant. Pursuant thereto, 39 employees opted for Voluntary Retirement involving a pay-out of approximately ' 53.5 million to the employees. The results for the previous year ended December 31, 2023 include the impact of the VRS schemes and same has been disclosed as “Exceptional Item”.
c. In the previous year ended December 31, 2023, The Company had stopped production at the Hyderabad plant with no material impact to the business and the Company had charged accelerated depreciation of ' 29.2 million in respect of property plant and equipment that are not useable at other locations. In the current year's statement of profit and loss account, the Company has recognised profit on sale of such property plant and equipments of ' 30.6 million and same has been disclosed as “Exceptional Item”.
Notes
i. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
ii. 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.
iii. In February 2019, the Honorable Supreme Court of India in its judgement opined on the applicability of allowances that should be considered to measure obligations under Employees Provident Fund Act, 1952. The Company has been legally advised that there are interpretative challenges on the application of judgement retrospectively and therefore has currently not considered any probable obligations for past periods.
B. Commitments
i. Lease Commitments
Rent expenses incurred on short term lease commitment for the years ' 12.8 million (December 31, 2023: ' 19.0 million)
Lease Commitments are the future cash out flows from the lease contracts on an undiscounted basis which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low value assets and leases with term less than twelve months.
Note: Out of the total export obligation of ' 3,253.6 million, (December 31, 2023'3,055.7 million) the Company has completed exports obligation of ' 426.0 million.(December 31, 2023'88.7 million) However, the Export obligation discharge certificate is awaited.
iv. The Company had entered into Lease - cum- Sale Agreement with Karnataka Industrial Area Development Board (“KIADB”) on 29 October 2010. As per this agreement land of 40,473 sq. mtrs was allotted to the Company. The Company was required to complete civil constructions works, erect machineries and commence production within 24 months from the date of October 14, 2010 ensuring minimum 50 % utilization of land for manufacturing of flexible packaging material.
The Company had applied for extension of deadline from time to time and paid the fees to concerned authorities. All payment including charges for delay has been paid and or provided and last extension application filed by the Company has been approved by KIADB and extention of two years have been granted (upto February 2025). The Board of the Company has approved capital expenditure plan which will ensure the compliance of minimum utilization of land specified in this agreement. The Company has completed plinth level by January 27, 2025 and KIADB has instructed the Company to deposit fee in relation to commencement certificate and same has been paid. The Company has received commencement certificate on January 28, 2025 and expects the completion by December 2025.
Note 45: Employee Benefit Plan I Defined Benefit Plans Description of the Plan
The Company has a defined benefit gratuity plan (funded). Gratuity is payable to all eligible employees of the Company on superannuation, death and resignation, in terms of the provisions of the Payment of Gratuity Act or as per the Company's Scheme whichever is more beneficial.
Governance
The Fund is in the form of a Company managed Trust ( Refer note 47). The Trustees of the Trust are responsible for the overall governance of the plan and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
Investment Strategy
The Company's investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and inflation risk. The Company has allocated assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Company of the benefits provided.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any.
H. Expected Employer Contribution for the next year is '. 34.1 million (December 31, 2023: ' 32.3 million).
I. The average duration of the defined benefit obligation at the end of reporting period is 12 years (December 31, 2023: 12 years).
J. Gratuity is a defined benefit plan and entity is exposed to the following Risks:
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
II Defined Contribution Plans
The Company's contribution for Provident Fund, employees' state insurance, labour welfare fund, superannuation scheme etc. aggregating ' 124.8 million (2023 : ' 111.2 million) has been recognised in the Profit or Loss under the head ‘Employee Benefits Expense'.
III Compensated absences (Long term employment benefit)
The liability towards compensated absences for the year ended December 31, 2024 based on actuarial valuation carried out by an independent Actuary using Projected Accrued Benefit Method aggregating to ' 182.4 million (December 31, 2023 : ' 141.7 million). Principal assumptions are in line with those used for Gratuity, as applicable.
IV Service Award:
The Company recognizes and celebrates those employees who have invested in building a long term relationship under common service award policy for specified group of employees of specific locations of the Company. The liability towards service awards for the year ended December 31, 2024 based on actuarial valuation carried out by an independent actuary resulted in liability of ' 16.5 million (December 31, 2023: ' 13.5 million).
V Pension:
The liability towards pension for the year ended December 31, 2024 based on actuarial valuation carried out by an independent Actuary using Projected unit credit Method aggregating to ' 0.7 million (December 31, 2023 : ' 0.7 million). Principal assumptions are in line with those used for Gratuity, as applicable.
Note 46: Share-based payments a. Performance Share Plans
On March 12, 2010 the Board of Directors of the Parent Company decided on establishing a Performance Share Arrangement to form a part of the long-term incentive and retention program for the key personnel of the Parent Company and its subsidiaries. The Performance Share Arrangement offers a possibility to earn the Parent Company shares as remuneration for achieving established targets. The arrangement includes annually commencing three-year performance share plans. A possible reward shall be paid during the calendar year following each three-year plan. Commencement of each three-year plan will be separately decided by the Board of Directors of Parent Company.
Participants to the plan shall hold at least 50% of the shares received until he/she holds shares received from the Performance Share Plans corresponding in aggregate to the value of his/her 6 months base salary. The aforementioned ownership requirements apply until termination of employment or service.
Restricted Share Plan 2021-2023
The Restricted Share Plan 2021-2023 commenced in year 2021 and the possible reward will be based on continious employment. The reward was paid in 2024.
Restricted Share Plan 2022-2024
The Restricted Share Plan 2022-2024 commenced in year 2022 and the possible reward will be based on continuous employment. The reward, if any, will be paid during 2025.
Restricted Share Plan 2024-2026
The Restricted Share Plan 2024-2026 commenced in year 2024 and the possible reward will be based on continious employment. The reward, if any, will be paid during 2027.
Performance Share Plan 2024-2026
The Performance Share Plan 2024-2026 commenced in year 2024 and the possible reward will be based on the Group's earnings per share (EPS) in 2026. The reward, if any, will be paid during 2027.
Performance Share Plan 2023-2025
The Performance Share Plan 2023-2025 commenced in year 2023 and the possible reward will be based on the Group's earnings per share (EPS) in 2025. The reward, if any, will be paid during 2026.
Performance Share Plan 2022-2024
The Performance Share Plan 2022-2024 commenced in year 2022 and the possible reward will be based on the Group's earnings per share (EPS) in 2024. The reward, if any, will be paid during 2025.
Performance Share Plan 2021-2023
The Performance Share Plan 2021-2023 commenced in year 2021 and the possible reward will be based on the Group's earnings per share (EPS) in 2023. The reward was paid in 2024.
During the previous year ended December 31,2023, Huhtamaki Oyj started recharging the Company the cost of acquiring such shares for settlement to the employees. Consequent to this, the Company had recognized the compensation cost for ESOP plans vested during the year and to be vested as liability of ' 19.1 million. As at December 31, 2023, an amount of ' 31.1 million continues to be recognised as liability (including ' 16.8 million transferred from Share Options Outstanding Account as at January 1, 2023) payable to Huhtamaki Oyj.
B. Calculation of Fair Values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the year ended December 31, 2023.
Financial assets and liabilities measured at fair value as at Balance Sheet date:
1. The fair values 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 the published statements as at Balance Sheet date.
2. The fair values of the forward contracts used for expected future sale has been determined using forward pricing, which employ the use of market observable inputs(closing rates of foreign currency).
3. Derivatives are held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in other comprehensive income. Any ineffective elements of the hedge are recognised in the consolidated statement of profit and loss. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts accumulated in other comprehensive income are taken to the consolidated statement of profit and loss at the same time as the related cash flow. When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the consolidated statement of profit and loss. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the consolidated statement of profit and loss immediately.
4. Derivative financial instruments for which hedge accounting is not applied are initially recognised at fair value on the date on which a derivative contract is entered and are subsequently measured at FVTPL.
5. For financial liabilities that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
- Level 1: Quoted prices for identical instruments in an active market;
- Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
- Level 3: Inputs which are not based on observable market data
For assets and liabilities which are measured and disclosed at fair value as at Balance Sheet date, the classification of fair value calculations by category is summarised below:
Note 50 : Financial Risk Management Objectives and Policies
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, current investments, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also enters into derivative transactions.
The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. The Company's senior management has the overall responsibility for establishing and governing the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor controls, periodically review changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of Directors and Audit Committee of the Company.
A. Management of Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.
The Company maintained a cautious liquidity strategy, with a positive cash balance throughout most of the year ended December 31, 2024 and December 31, 2023. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in other highly marketable debt investments to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities. The Company has access to undrawn borrowing facilities from banks for ' 5,219.0 million (Previous Year: ' 6,877.8 million) as on December 31, 2024.
The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.
B. Management of Market Risk
The Company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
1. Currency Risk
2. Price Risk
3. Interest Rate Risk
The above risks may affect the Company's income and expenses, or the value of its financial instruments. The Company's exposure to and management of these risks are explained below.
i. Currency Risk
The Company is subject to the risk that changes in foreign currency values impact the Company's exports revenue and imports of raw material and property, plant and equipment. The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US Dollar and Euro.
The Company manages currency exposures within prescribed limits, through use of forward exchange contracts. The aim of the Company's approach to management of currency risk is to leave the Company with no material residual risk.
ii) Price Risk:
The Company is mainly exposed to the price risk due to its investment in debt mutual funds. The price risk arises due to uncertainties about the future market values of these investments.
The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in debt mutual funds.
At 31st December 2024, the investments in debt mutual funds amounts to ' 1514.7 million (December 31, 2023: '797.3 million ). These are exposed to price risk.
A 1% increase in prices would have led to approximately an additional ' 151.4 million gain in the Statement of Profit and Loss (2023: ' 7.96 million gain). A 1% decrease in prices would have led to an equal but opposite effect.
iii) Interest Rate Risk
Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. To hedge interest rate risk, a mix of variable and fixed instruments is judiciously applied for financing the Company's requirement.
Note 50 : Financial Risk Management Objectives and Policies (Contd.)
C) Management of Credit Risk Trade Receivables
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations.
Concentration of credit risk with respect to trade receivables are limited, due to the Company's customer base being large and diverse. Further majority of the Company's customers are Companies with strong financial stability. All trade receivables are reviewed and assessed for default on a quarterly basis, through detailed review with the business teams.
Credit to be given to a customer is assessed based on credit quality of the customer and individual credit limits are defined in accordance with this assessment.
Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be a single class of financial assets.
Refer Note 3 Accounting policies - 3(d) on financial instruments Other Financial Assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks, liquid mutual funds and derivative instrument. The Company has set counter-parties limits based on multiple factors including financial position, credit rating, etc. The Company's maximum exposure to credit risk as at December 31, 2024, December 31, 2023 is the carrying value of each class of financial assets.
There is no major change as compared to previous year w.r.t to risk management and policies.
Note 51: Accounting Ratios (Contd.)
Debt Service Coverage Ratio (times): The debt service coverage ratio is at 1.2 in current year as against 1.1 in previous year primarily due to reduction in total borrowings.
Return on Equity (%): Return on Equity is 7.5% as against 43.0% in previous year primarily due to higher profit on account of exceptional item in the year 2023 (Refer note 41).
Net capital turnover ratio (in times): Net capital turnover ration at 4.1% in current year as against 3.8% in previous year primarily due to reduction in revenue from operation and reduction in current borrowings and decrease in bank balance and investments.
Net profit ratio (in %) : The net profit margin (including exceptional items) is at 3.5% in current year as against 16.1% in pevious year primarily due to higher profit on account of exceptional item in the year 2023.
Return on capital employed (in %) : Return on capital employed is at 8.0% in current as against 11.9% in previous year primarily due to higher profit on account of exceptional item in the year 2023.
Return on investment (in %) : Return on investment in current year has improved from 5.5% to 6.7% due to higher yield from investment.
Definitions:
(a) Earning for available for debt service = Profit before exeptional items and tax Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.
(b) Debt service = Current Interest & Lease Payments Net Principal Repayments due within one year
(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2
(d) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2
(e) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2
(f) Working capital = Current assets - Current liabilities.
(g) Earning before interest and taxes = Profit before exeptional items and tax Finance costs - Other Income
(h) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
(i) Return on Investment = Income earned on Investment/Average investment for the period”
Note 52: Other Regulatory requirement
a) 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 lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (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.
b) The Company has not received any fund from any person(s) or entity(is), 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.
The Company's capital management objective is to ensure that a sound capital base is maintained to support long term business growth and optimise shareholders value. Capital includes equity share capital and other equity reserves.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using the debt- equity ratio, which is net debt divided by total equity. Net debt is computed as the sum total of all outstanding balances of loans and borrowings net of cash and cash equivalents, bank balance other than cash and cash equivalents and investment in liquid mutual funds.
Debt Equity Ratio- Net debt divided by Total equity Total debt = Long term borrowing Short term borrowing
*Bank balance other than cash and cash equivalents as at December 31, 2024 is ' 1,271.0 million out of which ' 4.4 million is earmarked balance with banks in unpaid dividend Accounts which is excluded while calculating the Net Debt.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets the defined financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2024 and December 31, 2023.
Note 54 - Disclosure of transactions with Struck off Companies
The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year.
Note 55
During the current and previous year, the Company has received whistle blowing complaints regarding possible irregularities and potential non-adherence to the Policies of the Company in certain locations, pursuant to which the Company undertook detailed and thorough reviews of these complaints, identified root causes and took corrective, remedial and preventive actions, basis which these matters are now closed. Basis these diligent investigations, the Management assessed and concluded that there are no material adverse findings and there is no material impact on the financial statements for the respective reporting periods. The Company is committed to upholding the highest standards of corporate governance and to strengthen the compliance and control environment wherever deemed necessary.
No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
i. Wilful defaulter
ii. Utilisation of borrowed funds & share premium
iii. Borrowings obtained on the basis of security of current assets
iv. Discrepancy in utilisation of borrowings
v. Compliance with scheme of arrangement
(e) Relating to any undisclosed income that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Huhtamaki India Limited
ICAI Firm Registration No. 101248W/W-100022 CIN - L21011MH1950FLC145537
Murali Sivaraman Dhananjay Salunkhe
Chairman Managing Director
DIN: 01461231 DIN: 09683886
Aniruddha Godbole Jagdish Agarwal Abhijaat Sinha
Partner Executive Director & Chief Financial Officer Company Secretary
Membership No.105149 DIN: 09620815 Membership No. 13519
Thane Thane
Date: February 11, 2025 Date: February 11, 2025
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