2.14 Provisions, Contingent Liabilities
Based on the best estimate provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event and it is probable ("more likely than not") that it is required to settle the obligation, and a reliable estimate can be made of the amount of the obligation at reporting date.
A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities are disclosed in the financial statements unless the possibility of an outflow of economic resources is remote.
2.15 Measurement of fair value
a) Financial instruments
The estimated fair value of the Company’s financial instruments is based on market prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.
b) Marketable and non-marketable equity securities
Fair value for quoted securities is based on quoted market prices as of the reporting date. Fair value for unquoted securities is calculated based on commonly accepted valuation techniques utilizing significant unobservable data. If fair value cannot be measured reliably unlisted shares are recognized at cost.
2.16 Financial instruments A Financial Assets
i) Initial recognition and measurement
Financial assets (except trade receivables) are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.
ii) Classifications and Subsequent measurement
The Company classifies its financial assets as subsequently measured at either amortised cost or fair
value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
a) Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met:
- it is held within a business model whose objective is to hold assets in order to collect contractual cash flows.
- the contractual terms of the financial assets represent contractual cash flows that are solely payments of principal and interest.
After initial measurement, such financial assets are subsequently measured at amortized cost using the Effective Interest Rate ('EIR’) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance income in the Statement of Profit & Loss. The losses arising from impairment are recognized in the Statement of Profit & Loss.
b) Financial assets at fair value through Profit & Loss (FVTPL)
Financial assets, which does not meet the criteria for categorization as at amortized cost or as FVOCI, are classified as at FVTPL.
In addition, the Company may elect to classify a Financial assets, which otherwise meets amortized cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch’).
Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit & Loss.
All other Financial Instruments are classified as measured at FVTPL except investment in equity instruments of subsidiaries and associates which are carried at cost less provision for impairment, if any.
iii) Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass¬ through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass¬ through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in the Statement of Profit & Loss.
v) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
With regard to trade receivable and loans given, the Company applies the simplified approach as permitted by Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables and loans given.
B Financial liabilities
i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, amortised cost, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of amortised cost, net of directly attributable transaction costs.
ii) Classifications and subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial Liabilities measured at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit & Loss.
iii) Derecognition of financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired.
2.17 Income tax
Income tax expense comprises current and deferred tax. It is recognised in the Statement of Profit & Loss except to the extent that it relates to items recognised directly in Equity or in Other Comprehensive Income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if, the Company:
a) Has a legally enforceable right to set off the recognised amounts; and
b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
2.18 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception
of the lease. The arrangement is (or contains) a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of- use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets, wherein, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent and variable rentals are recognized as expense in the periods in which they are incurred.
Lease Liability
The lease payments that are not paid at the commencement date, are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value as that of right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments) payable during the lease term and under reasonably certain extension options, less any lease incentives;
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the Balance Sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
Right of Use (ROU) Assets
The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under Ind AS 37- Provisions, Contingent Liabilities and Contingent Assets. The costs are included in the related right-of-use asset.
ROU assets are depreciated over the shorter period of the lease term or useful life of the underlying asset. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The depreciation starts at the commencement date of the lease.
The ROU assets are presented as a separate line in the Balance Sheet and details of assets are given ROU note under "Notes forming part of the Financial Statement".
The Company applies Ind AS 36- Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as per its accounting policy on 'property, plant and equipment’.
As a practical expedient, Ind AS 116 permits lessee not to separate non-lease components when bifurcation of the payments is not available between the two components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
Extension and termination options are included in many of the leases. In determining the lease term the management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option.
2.19 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the Statement of Cash Flows, cash and cash equivalents is as defined above, net of outstanding bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.
2.20 Government Grants
Government grants are recognised at its fair value, where there is a reasonable assurance that such grants will be received and compliance with the conditions attached therewith have been met. Grants such accured are credited to the statement of profit and loss.
Government grants related to expenditure on property, plant and equipment are credited to the statement of profit and loss over the useful lives of qualifying assets or other systematic basis representative of the pattern of fulfilment of obligations associated with the grant received.
2.21 Standard issued but not yet effective
Ind AS 1- This amendment also includes specific provisions that will take effect for reporting periods beginning on or after 1 April, 2026, as outlined below.
Under the existing Ind AS 1, where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
However, the amended requirements stipulate that entities will no longer be permitted to consider lender waivers that are granted after the reporting date but before the financial statements are approved for the purpose of classification of loans. This amendment is required to be applied retrospectively in accordance with Ind AS 8. The Company does not expect this amendment to have an impact on its operations or financial statements.
(ii) Equity shares extinguished on buy-back
The shareholders of the Company vide postal ballot notice dated 26 October, 2023 approved the proposal of buyback 14,70,588 fully paid-up Equity Shares of the Company on a proportionate basis, through the tender offer route, at a price of ' 850/- per Equity Share payable in cash for an aggregate amount not exceeding ' 12,500 Lakhs (excluding transaction cost and taxes) on 2 December, 2023. The Company bought back 14,70,588 fully paid-up Equity Shares and settled all valid bids and extinguished equity shares bought back during year ended 31 March, 2024.
f. Shares reserved for issue under options
Information relating to Somany Ceramics Employee Stock Option Plan 2021 (ESOP 2021)and Somany Ceramics Employee Stock Option Plan 2023 (ESOP 2023), including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 47.
♦Working Capital Facilities from Banks are secured by:
a First charge by way of hypothecation of current assets including stocks of raw materials, finished goods, stock in trade and inventory work in progress, stores & spares and book debts and ranking pari-passu; and
b Second and subservient charge by way of hypothecation of all movable fixed assets & ranking pari-passu, excluding assets exclusively charged.
c Rate of interest is variable and linked with MCLR as at 31 March, 2026 ranging between 6.75 % to 9.90% (previous year 9.15% to 9.70%).
El CONTINGENT LIABILITIES, CONTINGENT ASSETS AND COMMITMENTS AS IDENTIFIED BY THE COMPANY (CONTD.)
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities. However, the Company has reviewed all its pending litigation and proceeding and has adequately provided for where provision required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceeding to have a materially adverse effect on its financial position. The Company does not expects any payment in respect of the above contingent liabilities.
(ii) The Company, in terms of the Share Subscription cum Shareholders Agreements with subsidiary companies, may contribute funds (loan / equity) in the proportion of its shareholding for the purpose of meeting repayment obligation to banks, financial institutions or other lenders, any statutory liability, liabilities towards fuel suppliers or such other similar liabilities, fund requirement for expansion/ diversification, etc. The Company shall not withdraw the funds so infused, if any, till the money remain due to bank.
E9 LOANS AND ADVANCES PURSUANT TO REGULATION 34(3) AND 53(f) OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:(ii) Defined Benefit Plan:
Consequent to the implementation of the Code on Wages, 2019, the Company has reassessed the definition of wages applicable for employee benefits and based on the actuarial valuation, the consequent impact of the wage code has been treated as a past service cost and recognised in the profit or loss in accordance with Ind AS 19. Also refer Note No. 46.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March, 2026. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method.
A. Movement in net defined benefit (asset)/liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset)/liability and its components:
n EMPLOYEE BENEFITS (CONTD.)
Demographic Assumption
Attrition rates are the Company’s best estimate of employee turnover in future determined considering factors such as nature of business & industry, retention policy, demand & supply in employment market, standing of the Company, business plan, HR Policy etc as provided in the relevant accounting standard. Attrition rates as given below have been received as input from the Company.
Sensitivities due to mortality and withdrawals are insignificant, hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
E. Description of Risk Exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as follow -
A) Salary Increases- Higher than expected increase in salary will increase the defined benefit obligation.
B) Investment Risk - Assets / liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability / Assets.
C) Discount Rate - Reduction in discount rate in subsequent valuations can increase the plan’s liability.
D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.
II. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk
i. Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the processes to control risks through defined framework.
The Company’s risk management policy is established to identify and analyse the risks faced by the Company, to set appropriate controls. Risk management policy is reviewed by the board annually to reflect changes in market conditions and the Company’s activities.
The Company’s Audit Committee oversees compliance with the Company’s risk management policy, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
ii. Credit risk
Financial loss to the Company, arising, if a customer or counterparty to a financial instrument fails to meet its contractual obligations principally from the Company’s receivables from customers and investments in debt securities.
The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk closely both in domestic and export market.
Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. The Company Management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Sales credit limit are set up for each customer and reviewed
ECT FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTD.)
periodically. The credit risk from loans to other corporate is managed in accordance with the Company’s fund management policy that includes parameters of safety, liquidity and post tax returns. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank reference checks are also done.
The Company creates allowances for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.
Investments and Cash Deposits
Credit risk from balances with banks is managed by the Company’s finance department.
Company invests in Bonds, Debentures, Liquid Mutual Funds, Equity instruments etc., in accordance with the Company’s Investment Policy that includes parameters of safety, liquidity and post tax returns. Company avoids the concentration of credit risk by spreading them over several counterparties with good credit rating profile and sound financial position as well as held to maturity policy. The Company’s exposure and credit ratings of its counterparties are monitored on an ongoing basis. Based on historical experience and credit profiles of counterparties, the Company does not expect any significant risk of default other than as disclosed.
Ea FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTD.) v. Currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency (INR). The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and small exposure in CNY, AUD, EURO & NPR. The risk is measured through a forecast of highly probable foreign currency cash flows.The Company has no significant currency exposure.
Exposure to currency risk
The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows (Foreign currency in Lakhs).
EH EXCEPTIONAL ITEMS
i. The Government of India has notified and brought into force on 21 November, 2025 four new Labour Codes viz the Code on Social Security, 2020
("Social Security Code"); the Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the "Labour Codes"), which subsume, amend and replaces numerous existing central labour legislations. Till date certain specific rules and corresponding State-level notifications are yet to be notified.
Pursuant to the guidance issued by the Institute of Chartered Accountants of India (ICAI) and based on independent actuarial valuations, the Company has recognized additional provisions for past service obligations relating to gratuity and compensated absences for the year ended 31 March, 2026, amounting to ' 508.79 Lakhs.
ii The Company has divested its investment in one of its subsidiary "Acer Granito Private Limited", w.e.f 1 December, 2024 through an agreement, dated on 4 February, 2025, with the existing shareholders of the subsidiary resulting gain on divestment of ' 544.30 Lakhs, during the year ended 31 March, 2025.
iii. The Company has divested its investment in one of its subsidiary "Amora Tiles Private Limited", w.e.f 1 December, 2024 through an agreement,
dated on 4 February, 2025, with the existing shareholders of the subsidiary resulting gain on divestment of ' 397.80 Lakhs, during the year ended 31 March, 2025.
£3 SHARE BASED PAYMENTS a) Scheme Details
Nomination and Remuneration Committee (NRC) and Board of Directors at its respective meetings held on 10 December, 2021 and 23 May, 2023, approved an issue of stock options aggregating 4,23,794 and 12,74,226 equity shares of the face value of ' 2 each, up to a maximum of 1% and 3% of the then issued equity capital of the Company respectively. The shareholders of the Company vide their special resolutions passed through postal ballot on 7 April, 2022 and passed at its 55th Annual General Meeting (AGM) held on 25 August, 2023 approved the issue of equity shares of the Company under Somany Ceramics Employee Stock Option Plan 2021 (ESOP 2021)and Somany Ceramics Employee Stock Option Plan 2023 (ESOP 2023) respectively.
E3 DIVIDEND
During the year, the Company has paid dividend of ' 3/- per equity share aggregating ' 1,230.38 Lakhs towards final dividend for the year ended 31 March, 2025, also the Board of Directors of the Company at their Meeting held on 4 May, 2026 has approved payment of interim dividend of ' 4/- per equity share of face value of ' 2/- each for the financial year 2025-26.
Further, the Board of directors has recommended dividend of ' 2/- per equity share aggregating ' 820.26 Lakhs in their meeting held on 15 May, 2026 for the financial year ended 31 March, 2026 and same is subject to approval of shareholders at the ensuing Annual General Meeting.
EH SEGMENT REPORTING
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the Company falls within one broad business segment viz. "Ceramic Tiles and Allied products" and substantially sale of the products and Non-current assets are within the country. Hence, the disclosure requirement of Ind AS 108 of 'Segment Reporting’ is not considered applicable.
Based on the information available, as identified by the management there are certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of 'The Micro, Small and Medium Enterprises Development Act, 2006, are given below:
(C) - Supplier Financing Arrangements
The Company has entered into supplier financing arrangements under which the Company’s suppliers may elect to an early payment from financing partners or continued to be paid in line with the agreed payment terms. In cases where supplier opts for early payment under supplier finance arrangement, such amounts are disclosed under other current financial liabilities. In either case, the liability payable by the Company remains unchanged and no additional security is provided to the financer.
The Company evaluates these arrangements to assess the characteristics of such payables, and all such liabilities were classified as mentioned below :
EM ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO BE DISCLOSED IN THE FINANCIAL STATEMENTS:
i) The Company does not have transactions with companies struck off under section 248 of the Companies Act, 2013 or Section 560 of Companies Act 1956.
ii) 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.
iii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
El ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO BE DISCLOSED IN THE FINANCIAL STATEMENTS: (CONTD.)
v) There is no undisclosed income under the tax assessments under the Income Tax Act, 1961 for the year ending 31 March, 2026 and 31 March, 2025 which needs to be recorded in the books of account.
vi) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
vii) Utilisation of borrowed funds and share premium:-
a) The Company during the year 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 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 to or on behalf of the ultimate beneficiaries.
b) The Company during the year 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 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.
viii) Borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
ix) The Board of Directors of the Company at its Board Meeting held on 7 November, 2025, subject to requisite approvals/consents, approved the proposed Scheme of Amalgamation of wholly owned subsidiaries Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR continental Limited with and into the Company ("Scheme") in terms of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The aforementioned scheme, having appointed date of 1 April, 2025, is subject to required regulatory and other necessary approvals.
59 The Company has been sanctioned working capital limit from bank on the basis of security of current assets. The quarterly returns/ statements filed by the Company with the bank, are in agreement with the books of accounts of the Company of the respective quarters.
60 During the financial year 2018-19, the Company had discovered defalcation of ' 1,585.82 Lakhs committed by an employee. The Company has filed a civil as well as a criminal suit against him and his wife, being the beneficiaries. During the pendency of the suit, he and his wife have signed a 'Memorandum of Understanding’ (MOU) dated 11 February, 2021 with the Company, duly acknowledged by Hon’ble High Court of Gujarat vide its order dated 12 February, 2021, under which he and his wife offered their immovable properties to the tune of ' 660.00 Lakhs (net off loan of ' 40.17 Lakhs), which has since been transferred in the name of the Company, as value determined by the Hon’ble High Court of Gujarat and a sum of ' 40.00 Lakhs deposited by them in the Court towards compliance of their Bail condition. In terms of the said MOU, the Company is obligated to attempt to sell the properties in a diligent manner and quantify the amount received upon sale of such properties (net of expenses) and submit a purshis(s) of the same with the Hon’ble Civil Court. The Company has during the year sold two properties and increased the "Liability under Defalcation Suit". Awaiting the final decree of the Hon’ble Civil Court, the Company is holding the properties in fiduciary capacity and disclosed the same as 'Properties held in trust’ under Note no. 15 amounting to ' 239.81 Lakhs (Previous year ' 363.77 Lakhs) and also recognised 'Liability under Defalcation Suit’ amounting to ' 642.92 Lakhs (net of Expenses) (Previous year ' 639.73 Lakhs) under Note no 26. The final accounting and taxation of the amounts mentioned in the purshis(s) would be done based on the final verdict of the Hon’ble Civil Court.
61 The Company, in the earlier years, had fully impaired its investment of ' 1,844.73 Lakhs in NCDs, issued by SREI Equipment Finance Limited. In the previous year, Hon’ble NCLT Kolkata approved resolution plan under Insolvency & Bankruptcy Code, 2016. In terms of the Approved Resolution Plan, the implementation notice was issued by National Asset Reconstruction Company Limited ("NARCL") and Implementation and Monitoring Committee ("IMC") authorized the administrator for commencement of the distribution against claims with the record date set as at 6 October, 2023. In terms of the Approved Resolution Plan, the Company was awarded ' 590.45 Lakhs to be received in cash and by way of allotment of Security Receipts (SRs)/ Optionally Convertible Debentures (OCDs)/Equity.
As per aforementioned resolution plan upto 31 March, 2026, the Company has received ' 198.55 Lakhs. (FY 2025-26'33.00 Lakhs against SRs; FY 2024¬ 25'36.35 Lakhs against SRs)
Pending ascertainment of the issue terms and conditions, these SRs/ OCDs has been disclosed under the head "Other Financial Assets" at an estimated value of ' 168.07 Lakhs (previous year ' 225.08 Lakhs).
62 a) The Company has been maintaining its books of accounts in a ERP Software having the feature of recording audit trail of each and every
transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of Rule 3 of The Companies (Accounts) Rules, 2014 (the "Rules"), except audit trail feature has not been enabled for certain tables at application and database level to capture direct changes made to such tables through privilege access. However, the Company continues to ensure that privilege access is granted only via approved change management process.
b) Evidence of audit trail enablement in respect of third-party software, used by the Company for supplier finance arrangement has not been provided by the vendor to the Company. Although no access for direct change in database is with the company and vendor has control over privilege access through change management process.
63 The figures of the previous period have been regrouped/reclassified, wherever considered necessary, to conform current period classifications.The impact of the such regrouping/reclassification is not material.
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