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Bombay Dyeing & Manufacturing Company Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 3395.85 Cr. P/BV 1.35 Book Value (Rs.) 121.44
52 Week High/Low (Rs.) 256/118 FV/ML 2/1 P/E(X) 6.93
Bookclosure 06/08/2025 EPS (Rs.) 23.73 Div Yield (%) 0.73
Year End :2025-03 

b. In December, 2018, the Shareholders of the PT Five Star Textile Indonesia(PTFS) passed the resolution for its voluntary liquidation. Subsequently, as per the procedure, in the year 2019, PTFS surrendered most of business and operating licenses and by August, 2019, also obtained the de-registration of its 3 Branch Tax Identification numbers. Thereafter, on August 7, 2019, PTFS applied for the de-registration of the main Tax identification number with Tax Office Jakarta and the process of liquidation is yet not complete.

c. i. The Company has carried its investments in equity instruments of Subsidiary and Associates at cost, less provision for

impairment, if any. For other investments in equity instruments, the Company has elected an irrevocable option to designate it through FVOCI, as the said investments are not held for trading.

ii. The Company did not sell any equity instrument during the year ended March 31, 2025 and the immediately preceding financial year.

d. On July 18, 2024, the Company executed the Share Purchase, Subscription and Shareholder's Agreement ("SPPSA") along with the Power Purchase Agreement and Option Agreement ("Transaction Documents") to acquire at least 26% equity stake in one or more tranches in AMP Energy C&I Twenty Seven Private Limited (a wholly owned subsidiary of AMPIN C & I Private Limited, formerly known as AMP Energy C & I Private Limited), for setting up captive solar power project in Maharashtra. On November 22, 2024, the Company completed its part of the transaction by investing a total of ' 4.95 crores in the AMP Energy C&I Twenty Seven Private Limited by acquisition of total 49,50,000 equity shares of ' 10 each. The Company neither has control nor significant influence over the investee and accordingly, the latter is not being construed as an Associate in terms of Ind AS 28, "Investments in Associates and Joint Ventures"; the same is measured at FVOCI.

i For the year ended March 31, 2024, on set off of the brought forward losses and unabsorbed depreciation (unused tax losses) against the taxable profit/gain for the year, the deferred tax assets of ' 603.53 crores to the extent hitherto recognised on unused tax losses upto March 31, 2022, was reversed and included in Deferred Tax under Tax Expense for the year ended March 31, 2024.

ii In terms of Section 115BAA of the Income-tax Act, 1961, the Company has opted for paying income tax at reduced rates as per the provisions/conditions defined in the said section (New Tax regime) with effect from March 31, 2024 and accordingly, the current tax and deferred tax assets and liabilities are provided at the rates given under the New Tax regime.

* Up to March 31, 2024, the tax base of investments in associates and subsidiaries was computed using the indexed cost as per Section 48 of the Income Tax Act, 1961. This led to the temporary differences, as the indexed tax base differed from the accounting base (i.e., actual cost) recorded in the financial statements. However, the Finance Act, 2024, withdrew the indexation benefit for long-term capital assets, including unlisted shares w.e.f. July 23, 2024. Consequently, the tax base of such investments aligns with the accounting base, thereby eliminating temporary differences as at March 31, 2025.

a. The cost of inventories [Aggregate of amounts of Cost of Materials Consumed (Note 33), Purchases of Stock-in-Trade (Note 34) and Changes in inventories of Finished goods, Stock-in-Trade and Work-in-progress (Note 35)] recognised as an expense / loss during the year is ' 1,184.46 crores (March 31, 2024: ' 1,298.99 crores); further, loss on sale of FSI of ' Nil (March 31, 2024: ' 219.83 crores) included under Exceptional Item [Refer Note 40] as part of net gain on sale of land at Worli And FSI.

b. The write down of Inventories to net realisable value and provision for slow moving and obsolete items during the year is ' 11.46 crores (March 31, 2024 : ' 1.38 crores), of which ' 8.09 crores (March 31, 2024: ' Nil) is for Work-in-progress of Real Estate segment, ' 3.37 crores (March 31, 2024: ' 1.38 crores) is for Polyester and Retail segments.

c. Polyester and Retail Inventories are hypothecated against borrowings, details of borrowings and related security have been described in Note 42.

d. For mode of valuation of inventories- Refer Note 2 (j).

e. In the opinion of the management, the net realisable value of the construction Work-in-progress are not lower than the costs so included therein.

a. Since the Company calculates impairment under the simplified approach for Trade Receivables, it is not required to separately track changes in credit risk of Trade Receivables as the impairment amount represents Lifetime Expected Credit Loss. Accordingly, based on a harmonious reading of Ind AS 109 and the break-up requirements under Schedule III, the disclosure for all such Trade Receivables is made as shown above.

b. Customer credit risk is managed by the Company and is subject to established policy, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring the creditworthiness. of the customers to which the Company extends the credit in the normal course of the business. Credit risk on receivables is also mitigated by securing the same against letters of credit and guarantees of reputed nationalised and private sector banks. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

In determining the allowances for credit losses of trade receivables, the company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

Further, credit risk with regard to trade receivable is negligible in case of its residential property sale and lease rental business. The same is due to the fact that in case of residential property, the Company does not handover possession till entire outstanding amount is received. Similarly in case of leases, the Company keeps 3 to 6 months rental as deposit from the lessees.

a. Balances with banks in escrow accounts represent amounts held in escrow in accordance with the directions of the Monitoring Committee for redevelopment of land of Cotton Textile Mill.

b. Bank Deposit held in escrow accounts represent amounts held in escrow in accordance with the directions of the Monitoring Committee for redevelopment of land of Cotton Textile Mill.

c. Bank Deposit under lien towards Margin Money for Letter of Credit, Security for guarantees issued on behalf of the Company and security against matured Public Deposits ' 14.62 crores (March 31, 2024 : ' 372.38 crores). [Refer Notes 42 and 43]

b. Rights, preferences and restrictions attached to Equity shares

The Company has issued and subscribed one class of equity shares having a par value of ' 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

e. Information regarding issue of Equity Shares during last five years

i. No share is allotted pursuant to contracts without payment being received in cash.

ii. No bonus share has been issued.

iii. No share has been bought back.

f. Shares held in Abeyance

Under orders from the Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992, the allotment of 4,640 equity shares (March 31, 2024 : 4,640 shares) of face value of ' 2 each against warrants carrying rights of conversion into equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time as the title of the bonafide owner is certified by the concerned Stock Exchanges.

Nature and purpose of reserves

a. Capital Reserve

Capital Reserve represents amounts forfeited on warrants not exercised ' 28.60 crores and ' 0.91 crores due to demerger of Real Estate Business Undertaking of Scal Services Limited vested in the Company. There is no movement in Capital Reserve during the current and previous year.

b. Securities Premium

Securities Premium represents premium on issue of shares on conversion of warrants. Securities Premium amounting to ' 7.80 crores was adjusted in accordance with the Scheme for Amalgamation of subsidiary with the Company, which was effected on April 1, 2016. There is no movement in securities premium during the current and previous year.

c. Investment Reserve

Investment Reserve represents gain or loss on sale of investments. There is no movement in Investment Reserve during the current and previous year.

d. General Reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. There is no movement in General Reserve during the current and previous year.

e. Equity Component of Compound Financial Instruments

Equity Component of Compound Financial Instruments represent residual amount after deducting liability component from the fair value of the compound financial instrument.

f. Retained Earnings

Retained Earnings are the profits that the Company has earned till date, less any transfer to General Reserve, dividends or other distributions paid to shareholders.

g. Equity instruments through Other Comprehensive Income

The fair value change in Equity Instruments measured at fair value through Other Comprehensive Income is recognised and reflected under Equity Instruments through Other Comprehensive Income. On disposal of equity instruments, the cumulative fair value changes on the said instruments are reclassified to Retained Earnings.

h. Debt instruments through Other Comprehensive Income

The fair value change in Debt Instruments measured at fair value through Other Comprehensive Income is recognised and reflected under Debt Instruments through Other Comprehensive Income. On disposal of debt instruments, the cumulative fair value changes on the said instruments are reclassified to the Statement of Profit and Loss.

ii. Rights, preferences and restrictions attached to Preference shares

These shares shall confer the holders thereof, the right to a fixed preferential dividend (Non-cumulative in nature) at a rate of 8%, on the capital being paid up. These preference shares were to be redeemed any time within 36 months from the date of allotment, that is, May 1, 2019. However, unlisted 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of '100 each which were due for redemption on May 1, 2022, the terms of which are extended for redemption anytime within seven years from May 1, 2022 with the consent of the preference shareholders. There is no change in any other terms and conditions of the said Non-Convertible Non-Cumulative Preference Shares.

b. The Company has entered into foreign exchange forward contracts with the intention of hedging foreign exchange risk of expected sales and purchases, these contracts are not designated as hedge and are measured at fair value through profit or loss. Derivative instruments at fair value through profit or loss reflect the negative change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected sales and purchases.

i. The Board of Directors of the Company, at its meeting held on September 13, 2023, approved the proposal to sell the land parcel of about 22 acres at Worli, Mumbai and additional FSI to Goisu Realty Private Limited, ("the Buyer") in two Phases ("the Transaction"). The Company completed the sale of Phase-I of the Transaction on October 16, 2023 by execution and registration of the Conveyance Deed for a consideration of ' 4,685.35 crores.

Furthermore, during the year, Phase II of the transaction was completed on August 13, 2024, by execution and registration of the Conveyance Deed for a consideration of ' 537.78 crores (including ' 96.61 crores as additional consideration towards sale of land in Phase - I).

Out of the total cost of Land and Land improvements of ' 266.02 crores, ' 239.77 crores as apportioned to Phase-I was derecognised on completion of sale of land during the year ended March 31, 2024. The remaining cost of Land and Land improvements of ' 23.87 crores pertaining to the Phase-II of the Transaction, earlier classified as Assets Held for Sale, is derecognized on completion of sale of land for the year ended March 31, 2025.

The net effect of the said transaction that is profit on sale of Land at Worli (net of loss on sale of FSI) and derecognition of building and other assets is shown under the Exceptional Items in Notes 40 (a) and (e) above.

ii. During the year ended March 31, 2024, the Company settled the dispute with Axis Bank Limited by execution and filing of Consent Terms. Pursuant to the said Consent Terms, and to ensure monetization of the larger land parcel at Worli, sub-division of the Axis Bank area was required. To facilitate the same, the Company executed a Conveyance Deed in favour of Axis Bank Limited, effecting transfer of land admeasuring 11,541 sq.mts. along with Floor Space Index (FSI), for a sum of ' 149.00 crores (before deduction for usage of Base FSI of additional Land - ' 39.05 crores) contingent on certain conditions. The net effect of the said transaction is shown under the Exceptional Items in Note 40 (d) above.

41 Additional Regulatory Information:

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements.

The lease agreement between the lessor Mumbai Port Trust and the Company for the Leasehold Land on which the Building is erected has expired in 2019 and the renewal is under process. Since the renewal of the agreement is under process, the Leasehold Land is not recognised as Right to Use Assets. Further, the situation of pendency of the renewal of agreement is also faced by many other lessees in the same area.

Note : During the year 2000-01, pursuant to the Scheme of Amalgamation between Seal Investments Limited (SIL) and the Company, sanctioned by the jurisdictional court on April 20, 2001, the assets, liabilities and reserves of SIL had been transferred to and vested in the Company with effect from October 1, 2000. The titles in respect of lease hold building and commercial office at Bengaluru having gross carrying value of ' 11.29 crores and ' 0.30 crores, respectively, as on March 31, 2025 (March 31, 2024: ' 1.94 crores and ' 0.30 crores) amalgamated into the Company are still in the process of transfer.

c. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

d. The Company has a Working Capital limit of ' 500.00 Crores (As at March 31, 2024 : ' 386.00 Crores) for its Polyester Staple Fibre and

Retail division from State Bank of India, comprising of Fund-based limits of ' 50.00 Crores (As at March 31, 2024 : ' 1.00 Crores from Bank of Baroda) and non-fund-based limits of ' 450.00 Crores (As at March 31, 2024 : ' 385.00 Crores from Bank of Baroda). For the said facility, the Company has submitted stock and debtors statement to the bank on monthly basis. Information Statements of current assets filed by

the Company with banks are in agreement with the books of account. The Company has not availed its fund based Cash Credit limit against

such stock and debtors at any time during the year.

e. The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a willful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.

f. The Company does not have any transaction with struck-off companies.

g. The Company does not have any charge or satisfaction of charge which is yet to be registered with the Registrar of Companies (ROC) beyond

the statutory period.

h. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013, read with Companies (Restrictions on number of Layers) Rules, 2017.

i. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(intermediaries), with the understanding that the intermediary shall;

i. 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

ii. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

j. The Company has not received any funds 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;

i. 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

ii. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

k. The Company does not have any transactions which are not recorded in the books of account but 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).

l. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

42 Assets Pledged / Hypothecated / Mortgaged as Security

The carrying amounts of assets pledged / hypothecated / mortgaged as security for Current and Non-current Borrowings or Contingent liabilities are:

43

Contingent Liabilities

' in Crores

Particulars

As at

March 31, 2025

As at

March 31, 2024

A.

Claims against the Company not acknowledged as debt.

a. - Income-tax matters as decided against the Company pending under appeals

27.01

27.01

- Interest thereon

19.33

19.33

b. - Sales Tax, Goods and Service Tax and Excise Duties matters as decided against the Company pending under appeals (Refer Notes i to iii below)

415.20

75.13

- Interest thereon

347.55

65.23

c. - Custom duty matters as decided against the Company pending under appeals (Refer Note iv below)

43.62

0.95

d. - Other Matters (Including claims related to real estate, employees and other matters)

36.58

46.56

B.

C.

In respect of items (a) to (d) above, it is not possible for the Company to estimate the timings of cash outflows which would be determinable only on receipt of judgments pending at various forums/ authorities.

The Company does not expect any reimbursements in respect of the above contingent liabilities.

The Company's pending litigations comprise of proceedings pending with Income Tax, Excise, Custom, Sales Tax / VAT and other authorities and claims against the Company by certain real estate customers which are disputed by the Company.

Guarantees

Bank Guarantees

Guarantees issued by banks Secured by bank deposits under lien with the bank ' 17.34 crores (March 31, 2024 : ' 20.01 crores) and by first charge on inventories and book debts of Retail and Polyester Divisions together with entire Property, Plant and Equipment aggregating of Polyester Division (including Factory Land and building).

Commitments

30.55

33.09

a. Estimated amount of contracts remaining to be executed on capital account and not provided for [net of advances of ' 8.76 crores (March 31, 2024 : ' 1.18 crores)]

24.36

8.12

b. Other Commitments not provided for related to construction under development [net of advances of ' 0.10 crores (March 31, 2024 : ' Nil)]

19.25

'

Particulars

As at

March 31, 2025

As at

March 31, 2024

D. Other money for which the Company is contingently liable

a. Though a review petition filed against the decision of the Horfble Supreme Court of India of February 2019 on Provident Fund (PF) on inclusion of allowances for the purpose of PF Contribution has been set aside, there are interpretative challenges, mainly for estimating the amount and applicability of the decision retrospectively. Pending any direction in this regard from the Employees Provident Fund Organisation, the impact for past periods, if any, is considered to the effect that it is only possible but not probable that outflow of economic resources will be required. The Company will continue to monitor and evaluate its position and act, as clarity emerges.

b. The Company has an obligation to construct MHADA Rehab Building in terms of Regulation 35 (7) of Development Control and Promotion Regulation, 2034 ("DCPR Regulations") and Integrated Development Scheme ("IDS"). However, it is not possible for the Company to estimate the timings of cash outflows as the DCPR Regulations and IDS have not stipulated any timeframe for completion of the MHADA Rehab Building. Hence, a reliable estimate of the amount of the obligation cannot be made.

Notes:

i. The Company's audit under the Goods and Service Tax Act, 2017 has been completed for the financial year 2020-21. The Company has received a demand order of ' 440.22 crores on multiple issues. Demand primarily arising out of tax on unbilled revenue, Reverse Charge Mechanism (RCM) tax liability, ITC reversal on creditors, ITC not reversed on exempted sales and other issues. Demand of ' 440.22 crores consists of tax liability of ' 223.23 crores, interest of ' 194.65 crores and penalty of ' 22.34 crores. Based on the grounds of the appeals and advice of the independent legal counsels, the management believes that the demand raised is likely to be either deleted or substantially reduced and accordingly, ' 440.22 crores is disclosed as contingent liability.

ii. The Company's audit under the Goods and Service Tax Act, 2017 has been completed for the financial year 2019-20. The Company has received a demand order of ' 188.84 crores on multiple issues. Demand primarily arising out of excess Input Tax Credit (ITC) claimed, tax on unbilled revenue, unreconciled turnover and other issues. Demand of ' 188.84 crores consists of tax liability of ' 90.04 crores, interest of ' 89.74 crores and penalty of ' 9.06 crores. Based on the grounds of the appeals and advice of the independent legal counsels, the management believes that the demand raised is likely to be either deleted or substantially reduced and accordingly, a sum of ' 1.38 crores is provided and the balance ' 187.46 crores is disclosed as contingent liability.

iii. The Company's audit under Goods and Service Tax Act, 2017 has been completed for financial year 2018-19. The Company has received demand order of ' 132.38 crores on multiple issues. Demand primarily arising out of Input Tax Credit (ITC) mismatch, tax on subvention income and other issues. Demand of ' 132.38 crores consists of tax liability of ' 59.49 crores, interest of ' 66.94 crores and penalty of ' 5.95 crores. Based on the grounds of the appeals and advice of the independent legal counsels, the management believes that the demand raised is likely to be either deleted or substantially reduced and accordingly, a sum of ' 2.71 crores is provided and the balance ' 129.67 crores is disclosed as contingent liability.

iv. The Company received an order from Commissioner of Customs(Adjudication), Mumbai demanding IGST(Net of payment) of ' 31.07 crores alongwith applicable interest (' 0.75 crores already paid), redemption fine of ' 8.50 crores and penalty of ' 3.10 crores totalling to ' 42.67 crores. Demand is arising out of non compliance of pre import condition as contemplated in the Customs Notification to avail IGST exemption. In case of an unfavourable outcome resulting in payment of any such liability, then the IGST paid on such liability shall be available for future utilization against output tax liability.

44. Litigations

a. The Bombay High Court vide its order dated November 20, 2013 permitted the Company to surrender land at one location, that is, Wadala, as per the application made by the Company under Integrated Development Scheme. As per this order, the total of 66,651 sq. mts. of land was surrendered to MCGM and MHADA at Island City Centre, Wadala. During the year 2013-14, the Union had filed a writ petition requiring the Company to surrender non textile mill land. The Bombay High Court directed the Company to reserve additional 10,000 sq. mts. (Gross carrying value - ' 0.99 crores) of land adjacent to the land to be surrendered. The Company believes that the said writ petition filed before the Bombay High Court has no impact on the development of two towers at ICC since the reserved land

of 10,000 sq. mts. is located in different location from the one where construction of the two towers has been completed and majority of the Occupancy Certificates (OCs) have been received for same.

b. The Securities and Exchange Board of India (SEBI) passed an order dated October 21, 2022 pursuant to a show cause notice dated June 11, 2021 ("SEBI Order"). The SEBI order makes certain observations inter alia on alleged inflation of revenue and profits by the Company in Financial Statements for the period from FY 2011-12 to 2017-18 and non-disclosure of material transaction, on the basis of SEBI's interpretation of MoUs executed by the Company with Scal Services Limited. The SEBI order, inter alia, imposes penalty of ' 2.25 Crores on the Company, restrains the Company from accessing securities market for a period of 2 years, imposes penalties and restrictions on three of its present directors from accessing / being associated with securities market, including being a Director and Key Managerial Personnel of any listed entity, for a period of one year.

The SEBI Order also categorically and positively finds that there was no diversion or misutilization or siphoning of assets of the Company, and no unfair gain was made or loss inflicted by reason of the violation alleged. The Company states that the Financial Statements from FY 2011-12 to FY 2017-18 were validly prepared, reviewed by the Audit Committee, approved by the Board, reported without any qualification by the Statutory Auditors and adopted by the Shareholders in each of the relevant years. The Company is firm in its view that all transactions were entirely legitimate and in compliance with law and applicable Accounting Standards.

The Company had filed an appeal with Securities Appellate Tribunal (SAT) against the aforesaid SEBI Order and obtained a stay on operation of the said Order on November 10, 2022. Since then the matter before SAT is heard and Order is reserved.

45 The Company vide notice dated January 8, 2013 notified the closure of its textile mills manufacturing undertaking at Worli, pursuant to which some of the textile workers accepted alternate employment in the Company and the remaining workers accepted closure of the undertaking and consequent termination of services under the memorandum of agreement signed by the Company with the workers union. In accordance with the agreement, the Company has paid / provided to such workers the terminal dues, closure compensation and ex-gratia compensation. Whilst some workers have accepted lump sum compensation, others have opted for a monthly payment up to age 63 or till demise, whichever is earlier. At the time of the previous voluntary retirement schemes, the initial cost relating to ex-gratia compensation was added to the development cost of land. The liability in respect of the monthly payments as actuarially determined is as under:

46 The Company has an obligation to construct a Redevelopment Project in the terms of Regulation 35(7) of Development Control and Promotion Regulation, 2024 ("DCPR Regulations") and Integrated Development Scheme. Since the Company entered into agreement with most of the dwellers and obtained a Commencement Certificate for the Redevelopment Project during the year ended March 31, 2024, a provision of ' 229.95 crores (Being the Net Present Value of the estimated cost of the Redevelopment project) was made towards obligation for construction of Redevelopment Project. The same was capitalized to Land Improvement cost. The estimate of obligation for the Redevelopment Project is based upon detailed calculation and technical assessment of the amount and timing of the future cash spending to perform the required work. The carrying amount of provision will progressively increase over the years as the effect of unwinding of discounted sum with corresponding recognition of expense as finance costs. Movements in provision for Redevelopment Project during the financial year are set out below :

47 The total managerial remuneration paid to the Manager of the Company is ' 3.84 crores for the year ended March 31, 2025 (March 31, 2024: ' 4.19 crores) which is within the overall limits of the special resolution passed by the shareholders at the Annual General Meeting of the Company held on August 14, 2024.

Further, the provision of ' 1.62 crores (March 31, 2024 : ' 1.62 crores) is made for remuneration payable to Non-executive Directors of the Company for the year ended March 31, 2025 and the said remuneration is approved by the Board of Directors.

48 Disclosures under Ind AS 115 - Revenue from Contracts with Customers

The Company generates revenue primarily from Sale of Polyester Staple Fibre, Retail and Real Estate Development; its other operating revenue include Lease Rentals.

i. Amounts received before the related performance obligation is satisfied are included in the balance sheet (Contract Liability) as "Advances received from Customers" under Other Current Liabilities (Refer Note 29). Amounts billed for development milestone achieved but not yet paid by the customer are included in the balance sheet under Trade Receivables (Refer Note 14).

ii. There were no significant changes in the composition of the contract liabilities and Trade Receivables during the reporting period other than on account of periodic invoicing and revenue recognition.

iii. Amounts previously recorded as contract liabilities increased due to invoices raised during the year and decreased due to revenue recognised during the year on receipt of Occupancy Certificate.

iv. Amounts previously recorded as Trade Receivables increased due to invoices raised during the year and decreased due to collections during the year.

v. There has been no material impact on the Statement of Cash Flows as the Company continues to collect from its Customers based on payment plans.

49 Employee BenefitsA. Defined Contribution Plan Provident Fund and pension

In accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952 eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary.

The contributions, as specified under the law, are made to the provident fund set up as an irrevocable trust by the Company, post contribution of amount specified under the law to Employee Provident Fund Organisation on account of employee pension scheme.

Superannuation Fund

The Company has a superannuation plan for the benefit of some of its employees. Employees who are members of the defined benefit superannuation plan are entitled to benefits depending on the years of service and salary drawn. Separate irrevocable trusts are maintained for employees covered and entitled to benefits. The contributions are recognised as an expense as and when incurred and the Company does not have any further obligations beyond this contribution.

B Defined benefit Plan Retirement Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established as trusts or insurance companies. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the defined benefit obligation as recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Qualitative Disclosures - Characteristics of defined benefit plan

The Company has a defined benefit gratuity plan in India (funded). The Company's defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

- Risks associated with defined benefit plan

- Gratuity is a defined benefit plan and Company is exposed to the following Risks:

Interest rate risk: A fall in the discount rate which is linked to the Government Securities 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.

- During the year, there were no plan amendments, curtailments and settlements.

- A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103 of Income Tax Rules, 1962.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the defined benefit obligation as recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Qualitative Disclosures- Characteristics of defined benefit plan

The Company has a defined benefit Long Service Benefit plan in India (unfunded). The company's defined benefit Long Service Benefit plan is a final salary plan for employees.

Long Service Benefit is paid from company as and when it becomes due and is paid as per company scheme for Long Service Benefit.

- Risks associated with defined benefit plan

Long Service Benefit is a defined benefit plan and Company is exposed to the following risks:

Interest rate risk: A fall in the discount rate which is linked to the Government Securities 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. Company has to manage pay-out based on pay as you go basis from own funds.

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.

- During the year, there were no plan amendments, curtailments and settlements.

- Long Service Benefit plan is unfunded.

C. Other long-term benefits

Amount recognised as a liability in respect of compensated leave absences as per the actuarial valuation / management estimate as at March 31, 2025 is ' 6.54 crores [As at March 31, 2024 : ' 5.51 crores].

50 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

The amount of dues owed to Micro and Small Enterprises as on March 31, 2025 amounted to ' 6.10 crores (March 31, 2024 : ' 30.28 crores). The information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

53 Corporate Social Responsibility Statement (CSR)

The Company has met the criteria as specified under sub-section (1) of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, however, during the year, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount in terms of sub-section (5) of section 135 of the Act.

54 Financial Instruments

A. Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. Financial assets and financial liabilities such as cash and cash equivalents, other bank balances, trade receivables, loans, trade payables and unpaid dividends of which the carrying amount is a reasonable approximation of fair value due to their short- term nature are disclosed at carrying value.

B. 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).

Level 1 : quoted prices ( unadjusted) in active market for identical assets or liabilities

Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices ) or indirectly (i.e. derived from prices)

Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs)

C. Measurement of Fair Values

Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 1 and Level 2 fair values, as well as the significant unobservable inputs used.

55 Financial Risk Management

The Company's activities expose it to market risk, credit risk and liquidity risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

i. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates.

a. Foreign Currency Exchange Risk

The Company's functional currency is Indian Rupees (INR). The Company has exposure to foreign currency by way of trade payables, receivables and borrowings in the nature of Buyer's Credit and is therefore, exposed to foreign exchange risk. Volatility in exchange rates affects the Company's revenue from exports markets and the costs of imports, primarily in relation to raw materials with respect to the US-dollar.

In order to minimize adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge foreign currency exchange risk. All hedging activities are carried out in accordance with the Company's internal Forex Risk Management Policy, as approved by the management, and in accordance with the applicable regulations where the Company operates.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

b. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

There are no loans outstanding as at the end of the year and hence there is no interest rate risk on the future cash outflows.

The company has investments in the form of Fixed Deposits, Units of Mutual funds, Investments in short-term and long-term bonds, etc. and movement in market interest rates has an impact on the overall future cashflows of the company. However, the company follows 'hold to Maturity principle for its long-term investments and hence there is no major risk on account of movement in interest rates.

Sensitivity

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates. If, the interest rates had been 100 basis points higher/ lower and all other variables were held constant on the Variable rate borrowings, the Company's profit before tax for the year ended March 31, 2025 would (decrease)/ increase by ' Nil [for the year ended March 31, 2024 : (decrease)/ increase by ' Nil].

c. Price risk Exposure

The Company is exposed to equity price risks arising from equity investments. Equity investments were held for strategic rather than trading purposes. However, the company aims to monetize this investment to reduce its overall leverage. Any adverse movement in the share price has an impact on its profitability and vice versa.

Sensitivity

Following is the sensitivity analysis as a result of the changes in fair value of equity investments measured at FVOCI, determined based on the exposure to equity price risks at the end of the reporting period:

If equity prices had been 5% higher/ lower, other comprehensive income would increase/ (decrease) as follows for:

The year ended March 31, 2025 : by ' 45.87 crores The year ended March 31, 2024 : by ' 36.12 crores

ii. Credit Risk Management

Credit risk refers to the risk that a counterparty will default on its contractual and performance obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The Company has adopted a policy of only dealing with reputed nationalised and private sector banks and creditworthy counterparties and obtaining sufficient collateral viz. security deposit or bank guarantee, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Company's credit risk arises principally from the trade receivables, loans, investments, cash & cash equivalents, derivative financial instruments and financial guarantees.

a. Trade Receivables:

Customer credit risk is managed by the Company and is subject to established policy, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring the creditworthiness of the customers to which the Company extends the credit in the normal course of the business. Credit risk on receivables is also mitigated by securing the same against letters of credit and guarantees of reputed nationalised and private sector banks. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

Refer Notes 14b. (i) & (ii) For Reconciliation of Credit Loss Allowance & ECL Provision Matrix.

b. Loans and Investments:

The Company's centralised treasury function manages the financial risks relating to the Business. The treasury function focuses on capital protection, liquidity and yield maximisation. Investments of surplus funds are made in the form of Fixed Deposits with reputed Private and Public sector banks. Inter Corporate Deposits are placed with parties of high creditworthiness. Investments in mutual funds and bonds of only in large fund houses of good repute and creditworthiness.

c. Cash and Cash Equivalents, Derivative Financial Instruments and Financial Guarantees:

Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy. For derivative financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned by credit-rating agencies. Surplus funds are invested in fixed deposits of short term nature with reputed Private and Public sector banks only. Investments in mutual funds and bonds are made only in large fund houses of good repute and creditworthiness.

In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks and other counterparties. The Company's maximum exposure in this respect is the maximum amount the Company would have to pay if the guarantee is called upon.

iii. Liquidity Risk Management

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requires financing. The Company requires funds for short term operational needs as well as for long term capital expenditure growth projects. The Company generates sufficient cash flow for operations, which together with the available cash and cash equivalents, marketable securities and short term and long term borrowings provide liquidity. The Company has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long term funding and liquidity risk management requirements. The Company manages liquidity

risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

56 Segment Reporting as per Ind AS 108 on "Operating Segment"

The Company is engaged in the business of Real Estate, Polyester and Retail / Textile. In accordance with Ind AS 108 "Operating Segments", the Company has presented segment information in the consolidated financial statements, which form part of this report and therefore no separate disclosure on segment information is given in these financial statements.

The figures in bracket in the above table are that of the previous year.

58 An inspection was conducted by the Goods and Service Tax (GST) authorities under section 67 of the Central Goods and Service Tax Act, 2017 at the premises of the Company, in February 2025. The said inspection was carried out to examine the records, returns and other relevant documents maintained by the Company. The Company fully cooperated with the department and provided all necessary information and documents as required.

The department has sought an explanation involving alleged GST liability of ' 153.79 crores including interest and penalties thereon, however, the Company has not received any demand order in connection therewith. The Company has paid ' 23.49 crores under protest.

The Company after considering the facts and records available along with opinion from independent council is of the view that no adjustment or provision is required in this regard or other disclosure in the standalone financial statements.

59 Proposed Dividend

The Board of Directors of the Company have recommended a dividend of 60% (' 1.20/- per equity share of ' 2 each) for the financial year ended March 31, 2025 (March 31, 2024 : ' 1.20/- per equity share) and 8% dividend on Preference Shares of ' 100 each amounting ' 0.31 crores (March 31, 2024 : ' 0.31 crores).

60 General

All amounts disclosed in the financial statements and notes have been rounded off to the nearest crore up to two decimals as per the requirements of Schedule III, unless otherwise stated.


 
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