r) Provisions, Contingent Liabilities and
Contingent Assets:
A provision is recognised when the Company
has a present obligation as a result of past
events and it is probable that an outflow
of resources will be required to settle the
obligation in respect of which a reliable
estimate can be made. If effect of the time
value of money is material, provisions are
discounted using an appropriate discount
rate that reflects, when appropriate, the risks
specific to the liability. When discounting is
used, the increase in the provision due to the
passage of time is recognized as finance cost.
Contingent Liabilities are not recognized but
are disclosed in the notes.
s) Offsetting:
Financial assets and financial liabilities are
offset and the net amount presented in the
balance sheet when, and only when, the
Company currently has a legally enforceable
right to set off the amounts and it intends
either to settle them on a net basis or to
realize the asset and settle the liability
simultaneously.
t) Earnings per share:
Basic earnings per share are computed
using the weighted average number of
equity shares outstanding during the period
adjusted for treasury shares held. Diluted
earnings per share is computed using the
weighted-average number of equity and
dilutive equivalent shares outstanding during
the period.
u) Operating cycle
The operating cycle is the time between the
acquisition of assets for processing and their
realisation in cash and cash equivalents. The
Company has identified twelve months as its
operating cycle.
v) Exceptional Items:
Exceptional items refer to items of income
or expense within the statement of profit
and loss from ordinary activities which are
nonrecurring and are of such size, nature
or incidence that their separate disclosure
is considered necessary to explain the
performance of the Company.
1.2 Recent Indian Accounting Standards (Ind
AS): Standards Issued.
Ministry of Corporate Affairs ("MCA”) notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
For the year ended March 31, 2025, MCA has
notified Ind AS - 117 "Insurance Contracts” and
amendments to Ind AS 116 - "Leases”, relating to
sale and leaseback transactions, applicable w.e.f.
April 1,2024. The Company has reviewed the new
pronouncements and based on its evaluation
has determined that the Company has not
entered into transactions covered under Ind 117 &
amendments to Ind AS 116 and therefore, there is
no impact on the financial statements.
(b) Rights, preference and restriction attached to each class of shares :
Equity Shares:
The Company has only one class of equity shares having par value of Re .1/- per share. Each holder of equity
shares is entitle to one vote per share.
In the event of liquidation, the holders of equity are entitled to receive the remaining assets of the Company,
after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of
equity shares held by the shareholders.
Note: Exceptional Loss for the year ended March 31,2025 of ' 4,573.81 Lakhs (PY 1,045.10 Lakhs) is on account
of
a) ' 179.52 Lakhs provision for impairement of interest accrued (not yet due) on advances to its wholly
owned foreign subsidiaries i.e ' 57.66 Lakhs of Indo Biotech SDN.BHD., Malaysia, ' 46.86 Lakhs of Koanna
International FZ LLC,Dubai and ' 75.00 Lakhs of Koanna Healthcare GmbH, Austria
b) ' 101.63 Lakhs reversal of impairement provision on investments in IL & FS Mutual Fund following the
receipt of partial settlement amount
c) ' 1,586.15 Lakhs provision towards impairment of investments and share application money pending
allotment in its wholly owned foreign subsidiary Koanna Healthcare Canada, Canada
d) ' 2,909.77 Lakhs (USD 3.4 million) provision has been made towards cliam settlement agreement with
Celtrion Inc vide its agreement dated April 17th, 2025, committing over 04 instalments starting from
Apr'25 till Jul'25 to resolve its ongoing legal disput of the execution petition of the Arbitral Award passed
by the ICC International Court of Arbitration, Arbitral Tribual on 22nd January 2024.
e) In previous year is on account of ' 0.002 Lakhs investment write back in Zatoria Holdings Ltd, a wholly
owned foreign subsidiary, ' 610.61 Lakhs provision towards impairment lossess on account of investment
in and advance to Koanna International FZ LLC, Dubai a wholly owned foreign subsidiary, ' 119.53 Lakhs
provision towards impairment lossess on account of investment in and advance.
1. Out of the guarantee given of CY '49,065.88 Lakhs (PY '60,402.75 Lakhs), the outstanding liabilities
against corporate guarantee given to banks/NCD holders to its wholly owned subsidiaries for the financial
year ended 31.03.2025 is CY '20,663.69 Lakhs (PY '57,629.93 Lakhs).
2. The Company is involved in disputes, lawsuits, proceedings etc. including patent and commercial matters
that arise from time to time in the ordinary course of business. Management is of the view that above
matters are not tenable and will not have any material adverse effect on the Company's financial position
and results of operations.
34 FINANCIAL RISK MANAGEMENT
The Company activities expose it to a variety of financial risks such as Market Risk, Credit Risk and Liquidity
Risk. The company's focuses on minimizing potential adverse effect on its financial performance.
A) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. The changes in the values of financial assets/liability may result from change
in the foreign currency exchange rates (Foreign Currency Risk), change in interest rates (Cash flow &
interest rate risk), and change in price of investments (Price Risk).
(i) Foreign Currency Risk
The Company operates internationally and a major portion of the business is transacted in USD,
EURO & GBP currencies and consequently, the Company is exposed to foreign exchange risk through
operating, financing and borrowing activities in foreign currency.
(ii) Interest Rate Risk
I nterest rate risk is the risk that the fair value of future cash flows of the financial instruments will
fluctuate because of changes in market interest rates. In order to optimize the Company's position
with regards to interest expenses/ income and to manage the interest rate risk, the Company
weighted average balance manage its interest rate risk by having portfolio of fixed / variable interest
rate on long / short term borrowings. The analysis is prepared assuming the amount of liability
outstanding at the ending of the reporting period is the average weighted balance of the respective
reporting period.
According to the Company interest rate risk exposure is only for floating rate borrowings, change
in 0.5% in the interest rate component applicable to the short term borrowings would effect the
Companies net profit before tax at the end of the reporting period year ended 31 March, 2025 and
31 March, 2024 respectively.
(iii) Price Risk
Company does not have any exposure to price risk , as there is no market based equity investment
made by the Company.
B) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The credit risk arises from its operation activity primarly
from trade receivable and from its financial activity. Customer credit risk is controlled by analysis of credit
limit and credit worthiness of the customer on a continuous basis to whom the credit has been granted.
Long outstanding receivable from customer are regularly monitored and transaction with such customer
are covered under letter of credit. The maximum exposure to credit risk at the reporting date is the
carrying value of trade and other receivable. Two customer are accounted for more than 10% of the trade
receivable as of 31 March, 2025 and two customer for 31 March, 2024. Since the Company is dealing with
the customer from past several years, hence there is no concordent risk in dealing with said customers.
Expected credit loss assessment
The Group reviewed customers outstanding at the end of each reporting period and determine incurred
and expected credit losses . Past trend of impairment of trade receivables do not reflect any significant
credit losses.The movement in allowance for impairment in respect of trade and other receivables during
the year was as follows:
C) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations of its
financial liability. The objective of liquidity risk management is to maintain sufficient liquidity and ensure
that funds are available for making liability when they are due, under normal and stressed condition
without incurring losses and risk.
The present available working capital facility is sufficient to meet its current requirment. Accordingly no
liquidity risk is perceived. In addition, the Company maintains the following line of credit facility
35 CAPITAL MANAGEMENT
The key objective of the Company's capital management is to ensure that it maintains a stable capital structure
with the focus of safeguard their ability to continue as a going concern, benefits for stakeholders, creditors
and market confidence. Continue to maintain excess liquidity to shareholders by distributing dividends in
future.
a) The above disclosures include related parties as per Ind AS 24 on "Related Party Disclosures” and Companies Act,
2013.
b) As the provisions for gratuity are obtained on an actuarial basis for the Company as a whole amounts pertaining
to the Key Management Personnel are not specifically identified and hence not included in the above.
** the outstanding liabilities against corporate guarantee given to Non-convertible Debenture holders on behalf
of Shilpa Pharma Lifesciences Ltd. is for the financial period ended 31.03.2025 is ' 7,500.00 Lakhs (As on 31.03.2024
' 35,000.00 Lakhs)
*** the outstanding liabilities against corporate guarantee given to Non-convertible Debenture holders on behalf
of Shilpa Biologicals Pvt. Ltd. is for the financial period ended 31.03.2025 is ' 0.00(As on 31.03.2024'10,000.00 Lakhs)
***** the outstanding liabilities against corporate guarantee given to banks on behalf of Shilpa Biocare Pvt Ltd. is
for the financial period ended 31.03.2025 is ' 13,163.69 Lakhs (As on 31.03.2024'12,485.56 Lakhs)
c) The Copmany INM Nuvent Paints Pvt. Ltd., (step down subsidiary) had applied for strike off and notice has been
published by MCA, that the Company has been struck off on 01st May 2025 from the ROC records and dissolved.
46 A sum of ' 134.85 lakhs is payable to Micro, Small and Medium Enterprises as at 31 March, 2025 (' 53.13
lakhs as at 31 March, 2024). There are no overdue payable to Micro, Small and Medium Enterprises by the
Company which are outstanding for more than 45 days during the year and also as at 31 March, 2024. This
information as required to be disclosed under Micro, Small and Medium Enterprises Development Act has
been determined to the extent such supplier has been identified on the basis of information provided by
suppliers with the Company and relied upon by the Auditors.
47 I nvestments are tested for impairment annually and when circumstances indicate that the carrying value
may be impaired. Impairment is determined by assessing the recoverable amount of each investment. When
the recoverable amount of the investment is less than its carrying amount, an impairment loss is recognised.
The recoverable amounts of the above investments have been assessed using a value-in-use model. Value in
use is generally calculated as the net present value of the projected post-tax cash flows plus a terminal value
of the business. Initially, a post-tax discount rate is applied to calculate the net present value of the post-tax
cash flows. Key assumptions upon which the Company has based its determinations of value-in-use include :
a) Estimated cash flows based on internal budgets and industry outlook for a period of five years and a
terminal growth rate thereafter.
b) A terminal value arrived at by extrapolating the last forecasted year cash flows to perpetuity, using a
constant long-term growth rate ranging from 1-3%. This long term growth rate takes into consideration
external macroeconomic sources of data. Such long-term growth rate considered does not exceed that
of the relevant business and industry sector.
c) The after tax discount rates used reflect the current market assessment of the risks specific to the
investment, the discount rate is estimated based on the weighted average cost of capital for respective
investment. After tax discount rate used range from 12%-16%
The Company believes that any reasonably possible change in the key assumptions on which a recoverable
amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable
amount of the cash-generating unit.
48 Balance of trade receivables/ trade payables/advances /security deposits are subject to confirmation and MAT
Credit are subject to reconciliation with IT returns.
49 ADDITIONAL DISCLOSURES REQUIRED BY SCHEDULE III (AMENDMENTS DATED 24 MARCH
2021) TO THE COMPANIES ACT, 2013;
1) The Company do not have any Benami property and neither any proceedings have been initiated or is
pending against the Company for holding any Benami property.
2) The Company do not have any transactions with companies struck off.
3) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
4) The Company has not been declared a wilful defaulter by any bank or financial institution or any other
lender during the current period.
5) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds, other the in the ordinary course of business by the Company to or
in any other person(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified
by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund
from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
6) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
7) The Company has not made any such transaction which is not recorded in the books of accounts 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).
8) The Company has complied with number of layers prescribed under clause (87) of Section 2 of the Act
read with the Companies (Restriction on number of Layers) Rules, 2017.
9) The quarterly returns of current assets filed by the Company with banks are in agreement with books of
account
50 Issue of Equity Shares:
On April 13, 2024, the securities issue committee of the Board of Directors of the Company has approved an
allotment of 1,09,89,010 Equity shares having face value Re.1/- per share at a premium of '454.00 per equity
share aggregating to '50,000.00 Lakhs to eligible Qualified Institutional Buyers. Persuant to said allotment,
equity share capital of the Company has increased by ' 109.89 Lakhs and securities premium has increased
by '49,890.11 Lakhs.
The above disclosures are provided by the Company based on the information available with the Company in
respect of the registration status of its vendors/suppliers.
The company has not provided for any interest on balances of trade payables outstanding for more than
45 days based on the historical data where no such claims have been made against the company by any of its
vendors / suppliers.
52 EVENTS AFTER THE REPORTING PERIOD:
On 17 April, 2025, the Company entered into a settlement agreement with Celltrion Inc, of its ongoing legal
dispute of the execution petition of the Arbitral Award passed by the ICC International Court of Arbitration,
Arbitral Tribunal on 22nd January 2024 committing to pay ' 2,909.77 Lakkhs (USD 3.40 Million) over 04
instalments starting from April'25 till July'25. As the underlying conditions existed at the reporting date, the
settlement is considered an adjusting event in accordance with Ind AS 10 Events After the Reporting Period.
Consequently, the entire amount has been recognised as exceptional item for the year ended 31 March, 2025
in the current year's financial statements.
53 Figures of the previous year have been regrouped/rearranged wherever necessary.
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of
for B N P S And Associates LLP Shilpa Medicare Limited
Chartered Accountants
Firm's Registration No.008127S/S200013
Yogesh. R. Bung Omprakash Inani Vishnukant Bhutada
Partner Chairman Managing Director
M.No.143932 DIN : 01301385 DIN: 01243391
Place : Mumbai Ritu Tiwary Alpesh Maheshkumar Dalal
Date :26.05.2025 Company Secretary Chief Financial Officer
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