Disclosure of information on fair value of the Company's investment properties
i) During the year ended 31 March 2024, the Company had classified Right-of-use of buildings relating to 7th and 8th Foor of SAS Tower, Gurugram into Investment property as per Ind AS 40. The fair value of the same as at 31 March, 2025 has been arrived at INR 434.30 million ( 31 March 2024: 428.77 million) on the basis of valuation carried by A2Z Valuers, independent valuer not connected with the Company, using the market value by income approach. Independent valuer is a registered valuer as defined under Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017. In estimating the fair value of the properties, the highest and best use of the properties is their current use.
The Company has no restrictions on the realisation and remittance of income from investment properties and no contractual obligation to purchase, construct or develop investment properties.
ii) The property rental income earned by the Company from its investment properties, all of which is leased out under operating leases, amounted to INR 34.72 million (31 March 2024: INR 20.12 Million). Direct operating expenses arising on the investment properties, all of which generated rental income in the year, amounted to INR Nil. (31 March 2024:Nil)
Impairment of goodwill
For the purpose of impairment testing, goodwill has been allocated to the cash generating unit - 'Labs CGU'. The recoverable amount of cash-generating units is determined based on a value in use calculation which uses cash flow projections based on financial forecasts covering a 5-7 years period, and a discount rate of 12.50 % per annum (as at 31 March, 2024: 12.50% per annum).
Cash flow projections during the forecast period are based on the same expected gross margins and inflation throughout the forecast period. The cash flows beyond that five-year period have been extrapolated using a steady growth rate of 5 % per annum (as at March 31, 2024: 5% per annum;), which is the projected long-term average growth rate for Labs CGU. The directors believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit. Based on impairment testing as above, the management believes that the recoverable amounts of goodwill are higher than their respective carrying amounts and hence no amounts are required to be recorded for impairment in the carrying amounts of goodwill.
(iv) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of INR 10 per share, (Previous year INR 10 per share). Each holder of equity shares is entitled to one vote per equity share. The Company declares and pays dividends in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
(vi) There are no bonus shares issued by the Company and no shares have been issued for consideration other than cash and no shares have been bought back during the period of five years immediately preceeding the reporting date including the current year.
(vii) Share options granted under the Company's employee share options plans
(a) The shareholders of the Company approved 'Dr. Lal PathLabs Private Limited Employee Stock Option Plan 2010’ ("ESOP 2010”) at the Annual General Meeting held on 20 August, 2010 to grant a maximum of 38,08,960 options (after considering bonus shares issued during the earlier year and subdivision of shares of INR 100 each into 10 shares of INR 10 each) to specified categories of employees of the Company. Each option granted and vested under the ESOP 2010 shall entitle the holder to acquire 1 equity share of INR 10 each. As per resolution passed on 21 August, 2015, the Company approved to cease further grants under the ESOP 2010. (Refer to note 45 for details of options granted, vested and issued under the ESOP 2010)
(b) The shareholders of the Company approved 'Dr. Lal PathLabs Employees Restricted Stock Unit Plan 2016’ ('RSU 2016’) at the Annual General Meeting held on 28 July, 2016 to grant a maximum of 12,44,155 Restricted Stock Units ("RSUs") to key employees and directors of the Company and it's subsidiaries. Each RSU granted and vested shall entitle the holder to acquire 1 equity share of INR 10 each. (Refer to note 45 for details of RSUs granted, vested and issued under RSU 2016)
(c) The shareholders of the Company approved 'Dr Lal PathLabs Employee Stock Option Plan 2022’ ('ESOP 2022’) at the Annual General Meeting held on 30 June, 2022 to grant a maximum of 12,50,278 options to employees of the Company and it's subsidiaries. Each option granted and vested under the ESOP 2022 shall entitle the holder to acquire 1 equity share of INR 10 each. (Refer to note 45 for details of options granted, vested and issued under ESOP 2022)
The above relates to share options granted by the Company under its employee share option plans. Upon exercise of the share options by the employees of the Company and it’s subsidiaries, the proportionate cost of shares exercised is transferred to General Reserves after adjusting the cost of related treasury shares. Further information about share based payments to employees is set out in Note 45.
The final dividend of INR 6 per equity share proposed in the previous year ended 31 March, 2024 which was approved by the members at the Annual General Meeting held on 29 June, 2024 and paid by the Company during the year in accordance with section 123 of the Act, as applicable.
The interim dividend of INR 18 per equity share declared and paid by the Company during the year and until the date of approval of the Standalone Financial Statements is in compliance with section 123 of the Act.
The Board of Directors of the Company has proposed final dividend of INR 6 per equity share (previous year ended 31 March, 2024 INR 6 per equity share) for the year ended 31 March, 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Act, as applicable.
During the year ended 31 March, 2012, the Company had constituted Dr. Lal PathLabs Employee Welfare Trust ("EWT Trust”) to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under respective plans. The financial statements of the EWT Trust have been included in the financial statements of the Company, in accordance with the requirements of Ind AS.
Equity shares of the Company purchased from employees and primary market from time to time in the earlier years and held by EWT as at 31 March, 2025 aggregated to 224,462 equity shares (31 March, 2024: 264,725 equity shares) of face value INR 10 each.
INR 786.47 million forming part of capital reserve comprises:
(a) On approval of the Scheme of Amalgamation between the Company (Transferee Company) and its erstwhile wholly owned subsidiary, namely Delta Ria and Pathology Private Limited (Transferor Company) by the Hon’ble New Delhi Bench and Hon’ble Ahmedabad Bench of the National Company Law Tribunal on 23 October 2018 and 11 December 2018 respectively, the difference between the carrying value of investments in the books of account of the Transferee Company and the amount of the net assets of the Transferor Company had been adjusted in Capital reserve amounting to INR 33.00 million as stipulated in the scheme.
(b) On approval of the Scheme of Amalgamation between the Company (Transferee Company) and its erstwhile wholly owned subsidiary, namely APL Institute of Clinical Laboratory & Research Private Limited (Transferor Company) by the Hon’ble New Delhi Bench and Hon’ble Ahmedabad Bench of the National Company Law Tribunal on 13 May 2022 and 17 March 2023 respectively, the difference between the carrying value of investments in the books of account of the Transferee Company and the share capital of the Transferor Company had been adjusted in Capital reserve amounting to INR 72.25 million as stipulated in the scheme.
(c) The Board of Directors of the Company, at their meeting held on January 30, 2025, accorded in-principle approval for the voluntary liquidation of "SDIPL” , to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. The Board of Directors of SDIPL in their meeting dated February 6, 2025 and the members of SDIPL in their Extra Ordinary General meeting held on February 6, 2025 have accorded their approval for consolidation of the business of SDIPL through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of SDIPL has transferred the entire business undertaking to the Company on a going concern basis on and with effect from March 18, 2025 which resulted in capital reserve amounting to INR 681.22 million. (Refer note 42)
Particulars of term loans:
i) Security
Term loan from HDFC Bank Limited is secured by way of exclusive charge on the movable assets of plant and machinery and current assets of the Company both present and future
ii) Terms of repayment and interest rate
Term loan from HDFC Bank Limited (including current maturities) was repayable in 36 quarterly installments of INR 208.33 Million starting from May 2022 and ending on March 2025, with put call option (applicable after 6 months) and carries interest which is linked to 3 month T-Bill.
iii) The Company has used the borrowings from banks for the specific purpose for which it was taken.
Revenue disaggregation as per geography has been included in segment information (Refer to note 37).
(i) The Company generates its entire revenue from contracts with customers for the services at a point in time. The Company is engaged mainly in the business of running laboratories for carrying out pathological investigations of various branches of biochemistry, hematology, histopathology, microbiology, electrophoresis, immuno-chemistry, immunology, virology, cytology, other pathological and radiological investigations.
(ii) Transaction price allocated to the remaining performance obligations
The Company has applied practical expedient in Ind AS 115 "Revenue from contracts with customers” and has accordingly not disclosed information about remaining performance obligations which are part of the contracts that have original expected duration of one year or less and where the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date.
Note 33: Income tax
The Company is subject to Indian Income Tax Act, 1961. The Company is assessed for tax on taxable profits determined for each fiscal year beginning on 1 April and ending on 31 March.
Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India ("Ind AS”) adjusted in accordance with the provisions of the Income tax Act, 1961. Such adjustments generally relate to depreciation of property, plant and equipment, disallowances of certain provisions and accruals, and similar exemptions, and retirement benefit accruals. Statutory income tax is charged at 22% (2023-24: 22%) plus a surcharge and education cess. The combined Indian statutory tax rate for the fiscal year 2023-24 and for the fiscal year 2024-25 was 25.168%.
Income tax returns submitted by companies are regularly subjected to a comprehensive review and challenge by the tax authorities.
b. Other commitment
1. The Company has no other commitments other than those in the nature of its routine business operation for purchase/ sales as per the normal operating cycle of Company.
2. The Company does not have any long term commitments or material non-cancellable contractual commitments/ contracts, including derivative contracts for which there were any material foreseeable losses other than the ones recognised or disclosed elsewhere.
Note 36: Contingent liabilities
|
(in H million, unless otherwise stated)
|
Particulars
|
As at
31 March, 2025
|
As at
31 March, 2024
|
Claims against the Company not acknowledged as debts1
|
|
i) Income tax2
|
-
|
30.50
|
ii) Others
|
105.91
|
70.38
|
Note 37: Segment Reporting
The Company is engaged solely in the business of running laboratories for carrying out pathological investigations of various branches of bio-chemistry, hematology, histopathology, microbiology, electrophoresis, immuno-chemistry, immunology, virology, cytology, other pathological and radiological investigations.
The Board of Directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Company’s performance, allocates resources based on the analysis of the various performance indicators of the Company as a single unit. Therefore there is no reportable segment for the Company, in accordance with the requirements of Indian Accounting Standard 108- 'Operating Segments’, notified under the Companies (Indian Accounting Standard) Rules, 2015.
The Company has spent an excess amount of H 0.05 million (31 March, 2024 : H 1.41 million) with respect to other than ongoing projects as approved by the Board of Directors in excess of the minimum requirement as per section 135 (5) of the Companies Act, 2013. The Company does not intends to carry forward the excess amount spent during the year of H 0.05 million (intend to carry forward the excess amount of H 1.41 million spent during the year ended 31 March 2023). The carry forward amount for the year ended 31 March 2023 H 1.41 million has been set off in the current year.
Note 39:
The Board of Directors of the subsidiaries, Paliwal Medicare Private Limited (PMPL) and Paliwal Diagnostics Private Limited (PDPL) in their meetings held on 25 October, 2021 and 25 October, 2021 respectively have approved the "Scheme of Amalgamation” of PMPL with PDPL w.e.f. 1 April, 2021, the appointed date. As per the said scheme, the undertaking of PMPL shall stand transferred to and vested in PDPL on a going concern basis without any further act, deed of matter. The Hon’ble Allahabad Bench of the National Company Law Tribunal ('Hon'ble Tribunal’ or 'NCLT’) sanctioned the Scheme of Amalgamation ('Scheme’) between the subsidiaries Paliwal Medicare Private Limited (PMPL) (Transferor Company) and Paliwal Diagnostics Private Limited (PDPL) (Transferee Company) on 3 September, 2024 respectively.
Note 40:
During the Current year, Dr. Lal PathLabs Kenya Private Limited (Wholly Owned Subsidiary), a Company incorporated in the Republic of Kenya, has been dissolved and its name has been struck off, with effect from the date of publication of gazettenotification dated 13 September, 2024. The Company had made a total investment of INR 48.31 million which has been provided for. Therefore, the amount received during the year of INR 5.30 million has been treated as income.
Note 42: Business combination (Liquidation of Suburban Diagnostics (India) Private Limited)
The Company owns acquired 100% shares in Suburban Diagnostics India Private Limited ("SDIPL”) at a cost of INR 9,604.52 million. The investment in SDIPL was fair valued under IND AS 103 in the books of the Company upon a business combination transaction on November 12, 2021 at INR 9,667.10 million.
The Board of Directors of the Company, at their meeting held on January 30, 2025, accorded in-principle approval for the voluntary liquidation of SDIPL , to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. The Board of Directors of SDIPL in their meeting dated February 6, 2025 and the members of SDIPL in their Extra Ordinary General meeting held on February 6, 2025 have accorded their approval for consolidation of the business of SDIPL through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of SDIPL has transferred the entire business undertaking to the Company on a going concern basis on and with effect from March 18, 2025.
a) Accounting impact of the voluntary liquidation
The said distribution of business undertaking has been accounted for using the pooling of interests method in accordance with Appendix C of Ind AS 103 'Business combinations of entities under common control'. Accordingly, the comparative financial information for the previous periods have been restated to give effect of the consummation of business undertaking from beginning of the period disclosed and all assets, liabilities and reserves of SDIPL together with intangible assets - Customer relationships and Brands, which were appearing in the consolidated financial statements are now part of the standalone financial statements of the Company. Further, intercompany balances including the related investment in SDIPL appearing in the books of the Company have been eliminated
Note 43: Employee benefit plans
43.1 Defined contribution plans
The Company operates defined contribution retirement benefit plans for all its qualifying employees. Where employees leave the plans prior to full vesting of the contributions, the contributions payable by the Company are reduced by the amount of forfeited contributions.
Employee benefit under defined contribution plan comprising of provident fund is recognised based on the amount of obligation of the Company to contribute to the plan. The contribution is paid to Provident Fund authorities which is expensed during the year.
The total expense recognised in profit or loss of INR 120.34 million (for the year ended 31 March, 2024: INR 122.02 million) represents contributions payable to provident fund by the Company at rates specified in the rules of the plans. As at 31 March, 2025, contributions of INR 15.19 million (as at 31 March, 2024: INR 21.15 million) due in respect of the reporting period had not been paid over to the plans. The amounts were paid subsequent to the end of the respective reporting periods.
43.2 Defined benefit plans
Gratuity: The Company operates a funded gratuity benefit plan. Gratuity liability arises on retirement, withdrawal, resignation, and death of an employee. The aforesaid liability is calculated on the basis of 15 days salary for each completed year of service, Vesting occurs upon completion of 4.5 years of service.
The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit method with actuarial valuations being carried out at each balance sheet date.
43.3 The Company is exposed to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
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. When there is a deep market for such bonds; if the return on plan assets is below this rate, it will create a plan deficit. Currently, for these plans, investments are made in Insurer managed funds.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan’s investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Note 44:
Effective 1 April, 2019, the Company adopted Ind AS 116 "Leases” to its leases using the modified retrospective approach with the option to measure the right-of-use asset at an amount equal to the lease liability (i.e. as per para C8(c) (ii) of Ind AS 116), adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application.
The Company has applied this standard to land leases and building leases etc. to evaluate whether these contracts contain lease or not. Based on evaluation of the terms and conditions of the arrangements, the Company has evaluated such arrangements to be leases. Under this standard, all lease contracts, with limited exceptions, are recognised in the financial statements by way of right-of-use assets and corresponding lease liabilities.
When measuring lease liabilities, the weighted average discount rate used to calculate the lease liability in the opening balance under Ind AS 116 on 1 April, 2019 was 11.25%.
The Company recognises a lease liability measured at the present value of the remaining lease payments. The right-of-use assets are recognised at cost, which comprises the amount of the measurement of the lease liability adjusted for any lease payments made at or before the inception date of the lease
The Company has cash outflows for lease of underlying assets amounting to INR 778.77 (31 March, 2024: INR 752.91 million) out of which rent charges is amounting to INR 266.90 million (31 March, 2024: INR 234.18 million) which includes rentals for short term lease and low value lease.
44A The Company has used accounting softwares for maintaining its books of account for the period 01 April, 2024 to 31 March, 2025 which have a feature of recording audit trail (edit log) facility and the same operated for all relevant transactions recorded in the software except that audit trail for one software that was used during the period 01 April, 2024 to 30 April, 2024 did not have audit trail enabled at the database level to log any direct data changes. In case of the other accounting software (SaaS Based application) that was implemented from 1 May, 2024, the Company does not have access to the database of the software and accordingly it is not possible to determine, whether audit trail feature was enabled at database level for this period.
In respect of one accounting software used for maintenance of inventory records in one of the locations in the Company till 31 January, 2025, the software did not have the audit trail feature enabled throughout the year. Additionally audit trail has been preserved by the Company as per the statutory requirements for record retention.
Note 45 Share based payments plans
Note 45.1 Employee Share Option Plan-2010
45.1.1 Details of employee share based plan of the Company
The shareholders of the Company approved 'Dr. Lal PathLabs Private Limited Employee Stock Option Plan 2010’ ("ESOP 2010”) at the Annual General Meeting held on 20 August, 2010 to grant a maximum of 3,808,960 options to specified categories of employees of the Company. Each option granted and vested under the ESOP 2010 shall entitle the holder to acquire 1 equity share of INR 10 each. The Company had granted 3,730,340 options till the year ended 31 March, 2015, all of which have all been vested as at 31 March 2019. As per resolution passed on 21 August, 2015, the Company approved to cease any further grants under the ESOP 2010.
The share options outstanding at the end of the year has a weighted average exercise price of INR 311.30 (as at 31 March, 2024: INR 311.30) and a weighted average remaining contractual life of years 2.13 years (as at 31 March, 2024: 3.13 years)
Note 45.2 Restricted Share Option Plan
45.2.1 Details of employee share based plan of the Company
The shareholders of the Company approved 'Dr. Lal PathLabs Employees Restricted Stock Unit Plan 2016’ ('RSU 2016’) at the Annual General Meeting held on 28 July, 2016 to grant a maximum of 12,44,155 Restricted Stock Units ("RSUs”) to key employees and directors of the Company and it’s subsidiaries. Each RSU granted and vested shall entitle the holder to acquire 1 equity share of INR 10 each. Under RSU 2016, for the performance year 2016-17, options of INR 10 each granted to eligible employees is 225,000 out of which 6,225 options were forfeited on non satisfaction of vesting conditions. For the performance year 2017-18, options of INR 10 each granted to eligible employees is 225,716 and 9,602 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2018-19, options of INR 10 each granted to eligible employees is 219,132 and 28,498 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2019-20, options of INR 10 each granted to eligible employees is 213,841 and 27,631 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2020-21, options of INR 10 each granted to eligible employees is 1,12,200 and 12,468 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2021-22, options of INR 10 each granted to eligible employees is 131,594 and 11,793 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2022-23, options of INR 10 each granted to eligible employees is 21,200 and 27,533 options were forfeited on non satisfaction of vesting conditions. Further, for the performance year 2023-24, options of INR 10 each granted to eligible employees is 20,200 and 10,962 options were forfeited on non satisfaction of vesting conditions.
Further, for the performance year 2024-25, options of INR 10 each granted to eligible employees is 18,000 and 3422 options were forfeited on non satisfaction of vesting conditions. The Company has accounted for the expense of options proportionately for the period under employee cost on the basis of weighted average fair value.
The share options outstanding at the end of the year has a weighted average exercise price of INR 10 (as at 31 March, 2024: H10) and a weighted average remaining contractual life of 4.52 years (as at 31 March, 2024: 4.74 years)
Note 45.3 Dr Lal PathLabs Employee Stock Option Plan 2022
45.3.1 Details of employee share based plan of the Company
The shareholders of the Company approved 'Dr. Lal PathLabs Private Limited Employee Stock Option Plan 2022’ ("ESOP 2022”) at the Annual General Meeting held on 30 June, 2022 to grant a maximum of 1,250,278 options to specified categories of employees of the Company. Each option granted and vested under the ESOP 2022 shall entitle the holder to acquire 1 equity share of INR 10 each. The Company had granted 211,400 options till the year ended 31 March, 2023.The Company had granted 237,500 options till the year ended 31 March, 2024.
During the current year, the Company has modified the terms of certain ESOPs by modifying vesting conditions (accelerated vesting) under Employee Stock option plan, 2022. Accordingly, the Company has computed the incremental fair value of options as the difference between the fair value of the modified ESOP and that of the original ESOP using Black-Scholes method as at the date of the modification which has been amortised in the Statement of Profit and Loss over the revised vesting period and accordingly an additional charge of INR 6.54 Million has been recorded during the year.
Note 46 Financial instruments
(a) Capital management
The Company’s objectives when managing capital is to safeguard the ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.
In order to maintain or adjust the capital structure, the Company adjusts the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
The Company has investments in fixed deposits with banks and in mutual fund schemes wherein underlying portfolio is spread across securities issued by different issuers having different credit ratings. The credit risk of investments in debt mutual fund schemes is managed through investment policies and guidelines requiring adherence to stringent credit control norms based on external credit ratings.
(b) Financial risk management objective and policies
This section gives an overview of the significance of financial instruments for the Company and provides additional information on the balance sheet. Details of material accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.
The fair value hierarchy is based on inputs used in valuation techniques that are either observable or unobservable and consists of three levels. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1: Inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Management considers that the carrying amounts of financial assets and financial liabilities recognised in the Financial Statements approximate their fair values.
(d) Risk management framework
The Company’s business is subject to several risks and uncertainties including financial risks. The Company’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, interest rate risk, counterparty and concentration of credit risk and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers. The Company’s risk management process is in line with the corporate policy. Each significant risk has a designated 'owner’ within the Company at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated.
The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Company’s Audit Committee. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the board.
The risk management framework aims to:
- improve financial risk awareness and risk transparency
- identify, control and monitor key risks
- identify risk accumulations
- provide management with reliable information on the Company’s risk situation
- improve financial returns
Treasury management
The Company’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyses exposures by degree and magnitude of risks. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
Treasury management focuses on capital protection, liquidity maintenance and yield maximisation.
Financial risk
The Company’s Board of Directors approves financial risk policies comprising liquidity, foreign currency, interest rate and counterparty credit risk. The Company does not engage in the speculative treasury activity but seeks to manage risk and optimise interest through proven financial instruments.
The Company requires funds for short-term operational needs and has been rated by Care Ratings Limited (CARE) for its banking facilities.
The Company remains committed to maintaining a healthy liquidity, gearing ratio and strengthening the balance sheet. The maturity profile of the Company’s financial liabilities and realisability of financial assets based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual cash obligation of the Company.
Fixed rate financial assets are largely interest bearing fixed deposits held by the Company. The returns from these financial assets are linked to bank rate notified by Reserve Bank of India as adjusted on periodic basis. The Company does not charge interest on overdue trade receivables. Trade payables are non interest bearing and are normally settled up to 30 days terms. Mutual fund investments have debt securities as underlying assets and are exposed to floating interest rates. The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period depends on the expected movement of market interest rate.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period. For floating rate assets, the analysis is prepared assuming the amount of the assets balance at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
(iii) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and after obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk for receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, investments and loans.
Credit risk management considers available reasonable and supportable forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).
Only high rated banks are considered for placement of deposits. Bank balances are held with reputed and creditworthy banking institutions.
For short-term investments, counterparty limits are in place to limit the amount of credit exposure to any one counterparty. Defined limits are in place for exposure to individual counterparties in case of mutual funds schemes.
None of the Company’s cash equivalents are past due or impaired. Regarding trade and other receivables, the Company has accounted for impairment based on expected credit losses method as at 31 March, 2025 and 31 March, 2024 based on expected probability of default.
(iv) Details of Derivative Instruments and unhedged foreign currency exposures:
A. Details of Derivative Instruments
The Company has not entered into foreign exchange forward contracts where the counter parties is Bank.
(v) Price risks
The sensitivity of profit or loss in respect of investments in mutual funds at the end of the reporting period for /-5% change in net asset value is presented below:
Profit before tax for the year ended 31 March, 2025 would increase/decrease by INR 150.85 million (for the year ended 31 March, 2024) would increase/ decrease by INR 50.14 as a result of the changes in net asset value of investment in mutual funds.
b. The Company had not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.
c. The Company was not holding any benami property and no proceedings were initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
d. The Company had not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
e. The Company did not have any transactions with struck off companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
f. The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.
g. The Company has not traded or invested in Crypto currency or Virtual Currency during year ended 31 March, 2025.
h. The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) any funds to or in any other persons or
entities, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
i. The Company has not received any funds from any persons or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
j. The Company did not have any transaction which had not been recorded in the books of account that had 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).
k. 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.
l. During the year, no scheme of arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013. The Company had disclosed that the effect of scheme of arrangements and the same had been accounted for in the books of account of the Company 'in accordance with the Scheme' and 'in accordance with accounting standards' and there is no deviation in this regard.
Note 51
The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
Note 52
There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
Note 53
The Standalone Financial Statements were approved by the Board of Directors and authorised for issue on 25 April 2025.
Note 54
The figures have been rounded off to the nearest million of rupees upto two decimal places. The figures 0.00 wherever stated represents value less than INR 10,000/-.
1
Based on the discussions with the solicitor/ expert opinions taken/status of the case, the management believes that the Company has strong chances of success in above mentioned cases and hence no provision is considered necessary at this point in time as the likelihood of liability devolving on the Company is less than probable.
2
In the previous year, the Company received orders from the Income tax department under section 147 read with 144B of the Income Tax Act, 1961 under section 69C of the act for assessment years 2016-17 and 2019-20 amounting to INR 39.01 million and INR 2.87 million respectively. The Company filed an appeal with the "Joint Commissioner (Appeals) or the Commissioner (Appeals)” dated 12 April 2024 and deposited an amount ofINR 30.50 million under protest thereof. During the current year the Company has filed an application under the Vivad Se Vishwas Scheme and the amount has been written off.
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