^ The members of the Company through Postal Ballot on January 10, 2023 had approved issue of 1,01,50,000. Further, the allotment of equity warrants was undertaken on January 25, 2023 on receipt of 25% consideration towards subscription and allotment of warrants. The balance 75% part consideration from the warrant holders received on various dates upto July 24, 2024 towards exercising the equity and consequently, the Securities Allotment Committee approved the allotment of 35,50,000 equity shares upon conversion of warrants on July 24, 2024. The warrants are converted into equity and same form part of listing and paid up capital of the Company.
^ The members of the Company had approved the preferential issue of 93,06,000 equity to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.Further, the Company had allotted the 39,83,000 Equity shares on October 3, 2024 by passing resolution by circulation under section 175 of the Companies Act, 2013 on against the receipt of money from the subscriber various dates upto October 3, 2024. The Company have received the listing and trading approval from NSE and BSE and same form part of listing and paid up capital of the Company.
(ii)Rights, preferences and restrictions attached to shares
Equity Shares: The Company has only one class of equity shares having par value of INR 2 per share. Each shareholder is entitled to one vote per share held. They entitle the holders to participate in dividends and dividend, if any declared is payable 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 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.
^ The member of the Company through Postal Ballot on January 10, 2023 had approved issue of 1,01,50,000 share warants convertible into equity shares @ INR 44.50 per share warrant, the Company has issued 35,00,000 share warrants convertible into equity shares to promoter entities and 66,50,000 share warrants convertible into equity shares to non-promoter entities. Further, the allotment of equity warrants was undertaken on January 25, 2023 on receipt of 25% of the issue price (i.e. INR 11.13 per warrant) as warrant subscription money. The balance 75% of the issue price (i.e. INR 33.37 per warrant) part consideration from promoter and non-promoter entities received on various dates upto July 24, 2024 towards exercising the equity and consequently, the Securities Allotment Committee approved the allotment of 10,00,000 equity shares to promoter entities and 25,50,000 equity shares to non-promoter entities upon conversion of warrants on July 24, 2024. The warrants are converted into equity and same form part of listing and paid up capital of the Company.
^ The members of the Company approved the preferential issue of 1,23,03,000 fully Convertible equity warrants with each warrant convertible into or exchangeable for One fully paid-up equity share of the Company to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024. As per Special Resolution, passed by the members, an amount equivalent to twenty-five per cent of the consideration towards subscription and allotment of warrants was received by Company various date upto 03.10.2024, Consequent Security Allotment Committee allotted 1,14,05,000 warrants on October 3, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013.
The warrants are allotted to the investors reflecting in the account under the temporary ISIN and upon excising the allotment of equity on payment of remaining seventy-five percent amount the warrants will be converted and transfer to the main ISIN post on receipt of listing and trading approval.
B. Nature of security :
I. IDBI and SBI Guaranteed Emergency Credit Line ('GECL') term loan secured by way of hypothecation of inventories, book debts and movable property, plant and equipment of the Company on paripassu basis with members in consortium and further secured by way of second charge of property situated at Thingalur (Tamil Nadu), Edyaarpalayam (Tamil Nadu), Kon village-Kalyan (Maharashtra).
ii. Vehicle loan is secured by vehicle.
C. Period and amount of default:
The Company has made no defaults in the payment of principal or interest during the year ended March 31, 2025.
D. The Company has also satisfied all other debt covenants prescribed in the terms of bank loan.
^ The Company entered into the Foreign Currency Non-Resident Borrowing ('FCNRB') Agreement (hedged item) with SBI on August 02, 2024 and raised finance of US $ 46,00,000. The said FCNRB loan was raised to finance for concessional interest rate compared to interest rate on cash credit . The rate of interest on the FCNRB loan is based on Secured Overnight Finance Rate (SOFR) for 6-month period 4.50% p.a.
* Includes interest accrued on borrowings.
The FCNRB loan repayment is expected in a single bullet for principal after 180 days and at monthly intervals for interest. In order to hedge the foreign exchange cash flow risk, the Company has entered into forward contracts to hedge the foreign exchange risk on principal & interest payable in USD. The forward contracts entered into by the Company is a derivative as defined in Ind AS 109.
B. Nature of security :
Cash credit and SBI FCNRB loan secured by way of hypothecation of inventories, book debts and movable property, plant and equipment of the Company and further secured by way of first charge of property situated at Thingalur (Tamil Nadu), Edyaarpalayam (Tamil Nadu), Kon village-Kalyan (Maharashtra).
C. The statements of current assets and stocks submitted by the Company with banks are materially in agreement with the books of accounts.
i) The amounts receivable from customers become due after expiry of credit period which on an average ranges around from seven to ninety days. There is no significant financing component in any transaction with the customers.
ii) The Company does not have any remaining performance obligation as contracts entered for sale of goods are for a shorter duration.
iii) The Company has recognised revenue of ' 55.08 lakhs (March 31, 2024 - ' 55.24 lakhs) from the amounts included under advance received from customers at the beginning of the year.
* The basic EPS for the previous year has been restated to reflect the impact of a preferential allotment of equity shares made at a price below the market value. This restatement ensures comparability with the current year's EPS by appropriately adjusting the weighted average number of equity shares outstanding. For the current year, the basic EPS has been calculated after accounting for the fresh issue of equity shares as well as the conversion of warrants into equity shares during the year. These changes have resulted in an increase in the share capital, affecting the earnings attributable per share in accordance with applicable indian accounting standards.
** The diluted EPS for the current financial year reflects the potential dilution arising from the issue of warrants. These warrants, if converted into equity shares, would increase the total number of outstanding shares, thereby reducing the earnings attributable per share. In accordance with relevant indian accounting standards, the impact of such potential equity shares has been considered in the computation of diluted EPS to provide a more comprehensive view of the earnings per share, assuming full conversion of outstanding warrants.
(c) Other long term employee benefit obligation Leave entitlement
Compensated Absences: Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are treated as short term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.
Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee benefits. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of year is INR 97.76 lakhs as at March 31, 2025 (March 31, 2024: INR 95.72 lakhs). Actuarial losses/gains are recognised in the statement of profit and loss in the year in which they arise.
38 Segment reporting
The Company has only one reporting segment i.e. Hosiery and others. Hence no separate segment information has been furnished herewith.
39 Fair values of financial assets and financial liabilities
The fair value of other current financial assets, cash and cash equivalents, trade receivables, trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments.
The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security and term deposits are not significantly different from the carrying amount.
Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term deposits, and other financial assets.
40 Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 1 fair value measurements.
Management has assessed that Cash and cash equivalents, Other balances with banks, Loans, Trade receivables, Other financial assets, Short term borrowings, Trade payables and Other financial liabilities carried at amortised cost approximate their carrying amounts largely due to the short-term maturities of these instruments.
41 Financial risk management objectives and policies
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.
(A) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.
(i) 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 exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its receivable and payables in foreign currency. The functional currency of the Company is Indian Rupee. The Company uses forward foreign exchange contracts to hedge its currency risk, with a maturity of less than one year from the reporting date.
The Company does not use derivative financial instruments for trading or speculative purposes.
In order to hedge exchange rate risk, the Company has a policy to hedge cash flows up to a specific tenure using forward exchange contracts. All hedging activities are carried out in accordance with the Company's internal risk management policies, as approved by the Board of Directors, and in accordance with the applicable regulations where the Company operates.
The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness. The Company continues to believe that there is no impact on effectiveness of its hedges.
(iii) Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate (or any other material currency), with all other variables held constant, of the Company's profit before tax (due to changes in the fair value of monetary assets and liabilities). The Company's exposure to foreign currency changes for all other currencies is not material.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company's receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month's operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
Expected Credit Loss (ECL) for Trade Receivables and Deposits:
In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is measured and recognised as loss allowance.
As a practical expedient, the Company uses a provision matrix to measure lifetime ECL on its portfolio of trade receivables. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward looking estimates. At each reporting date, the historically observed default rates and changes in the forward-looking estimates are updated.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. (For example: The key liquidity risk the Company can face is the risk of subscription fee refund. As per the Company policy, no refunds are allowed once a subscription has been taken and it is only in exceptional cases that fee is refunded with proper approvals from senior Management. The Management believes that the probability of a liquidity risk arising due to fee refund is not there.)
42 Corporate social responsibility
As per Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year ended March 31, 2025.
However, during the year, the Company has voluntarily incurred an amount of INR 6.00 lakhs (Previous Year: INR Nil) towards Corporate Social Responsibility -related activities.
43 Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, equity component of redeemable non cumulative non convertible preference shares, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value and to ensure the Company's ability to continue as a going concern.
The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of noncurrent borrowing which represents borrowings from bank & others and liability component of redeemable non cumulative non convertible preference shares. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
(i) Debt is defined as Non-current borrowings (including current maturities) and Current borrowings and interest accrued on Non-current and Current borrowings.
(ii) Capital is defined as Equity share capital and other equity.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and March 31, 2024.
44 Additional regulatory information(B) Title deeds of Immovable Properties not held in name of the Company
The Company does not hold any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the Company, at anytime during the year ended March 31, 2025.
(C) The Company has not revalued its property, plant and equipment and intangibles during the year ended March 31, 2025 and March 31, 2024.
(D) Details of Benami Property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(E) Wilful Defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(F) Relationship with Struck off Companies under section 248 of The Companies Act, 2013 or section 560 of The Companies Act, 1956
1. The Company has made provision for doubtful debts for the balances.
2. There were no new transactions with these companies during the year.
(G) Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(H) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(I) Compliance with approved Scheme(s) of Arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current year or previous year.
(J) Utilisation of Borrowed funds and share premium:
(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:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(K) Undisclosed income
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(L) Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
45 Subsequentevent
No significant subsequent events have been observed which may require an adjustment to financial statements.
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(Amount in INR lakhs, unless otherwise stated) 46 Contingencies and commitments
|
|
Particulars
|
As at
March 31, 2025
|
As at
March 31, 2024
|
|
Guarantees given by bank
|
97.41
|
104.41
|
|
Letter of credits
|
201.74
|
409.39
|
|
Claims against the Company not acknowledged as debts -
|
|
|
|
Indirect tax related:
|
|
|
|
Tamil Nadu Value Added Tax Act, 2006, Tamil Nadu (FY 2001-02)
|
195.46
|
195.46
|
|
Tamil Nadu Value Added Tax Act, 2006, Tamil Nadu (FY 2001-02)
|
5.43
|
5.43
|
|
Tamil Nadu Value Added Tax Act, 2006, Tamil Nadu (FY 2002-03) *
|
-
|
802.77
|
|
Central Sales Tax Act, 1956, Delhi (FY 2005-06)
|
7.28
|
7.28
|
|
Goods and Service Tax Act, 2017, Maharashtra (FY 2017-18)
|
73.38
|
73.38
|
|
Goods and Service Tax Act, 2017, Tamil Nadu (FY 2017-18)
|
17.45
|
17.45
|
|
Goods and Service Tax Act, 2017, Tamil Nadu (FY 2018-19)
|
18.67
|
-
|
|
Goods and Service Tax Act, 2017, Tamil Nadu (FY 2019-20)
|
20.84
|
-
|
|
Goods and Service Tax Act, 2017, Tamil Nadu (FY 2020-21)
|
30.26
|
-
|
* Pursuant to a judgment passed by the Hon'ble Madras High Court on April 7, 2025, in favor of the Company, the contingent liability has been reduced by INR 802.77 lakhs. During the year the contingent liability has been increased by INR 73.72 lakhs.
47 The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and postemployment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
48 Audit Trail
Enhancing Accountability and Transparency: Implementation of Audit Trail
The Company had implemented an audit trail system within our Company's software which has impact on books of accounts with effect from April 01, 2023. This implementation underscores our commitment to transparency, accountability, and data integrity. Audit trail has been implemented for all transactions recorded in the software throughout the year.
By capturing and documenting critical events and activities within our systems, we ensure a comprehensive record that enhances security, facilitates compliance, and supports effective decision-making.
In addition, audit trail data is preserved in the system as per statutory requirement for record retention. The Company's dedication to maintain a robust audit trail reflects ongoing efforts to uphold the highest standards of governance and security across all aspects of business operations.
Backup Schedule and Data Preservation:
The Company is following a backup schedule and data preservation protocol within the organization The Company's backup schedule entails frequent and systematic backups of critical data assets to safeguard against potential data loss or corruption. This proactive approach ensures that valuable information remains protected and accessible in the event of unforeseen circumstances. The Backup for the accounting software Intellect Core Banking System is done on a Daily basis and preserved at Disaster Recovery (DR) site located at Thingalur.
49 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
50 These financial statements were authorised for issue by the Board of Directors on May 23, 2025.
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