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.
"The Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to existing standards under the Companies (Indian Accounting Standards) Rules from time to time.
In May 2025, the MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendment and, based on its evaluation, determined that it does not have any significant impact on its financial statements. In August 2025, the MCA notified the following amendments:
Ind AS 1 - Presentation of Financial Statements: The Company has adopted the amendments to Ind AS 1, Presentation of Financial Statements, effective April 1, 2025. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period. The Company has evaluated its loan arrangements and associated covenants. Since the Company’s right to defer settlement of its noncurrent liabilities is not subject to any compliance breaches of substantive covenants existing at the reporting date, these amendments do not have any impact on the classification of liabilities in the Company’s financial statements for the year ended March 31, 2026.
Ind AS 7 and Ind AS 107: Supplier Finance Arrangements (SFA): The Company has evaluated
the recent amendments to Ind AS 7 and Ind AS 107 regarding Supplier Finance Arrangements, effective from April 1, 2025. These amendments require enhanced disclosures regarding the nature, carrying amounts, and liquidity risks associated with arrangements where a finance provider pays the Company’s suppliers on its behalf. As the Company does not currently utilize any supplier finance or reverse factoring arrangements for its working capital requirements, these amendments do not have any impact on the Company’s financial position, cash flows, or liquidity risk disclosures for the year ended March 31, 2026.”
Ind AS 118 Presentation and Disclosure in Financial Statements: Ind AS 118 will replace Ind AS 1 “"Presentation of Financial Statements”” and is effective for annual reporting periods beginning on or after 1 April 2027. Ind AS 118 introduces revised presentation requirements in the statement of profit and loss and enhanced disclosure requirements. The standard is expected to impact presentation and disclosures but not the recognition and measurement. The Company is currently evaluating the impact of this standard on the accompanying standalone financial statements. Ind AS 1 - Presentation of Financial Statements: MCA vide notification dated 13 August 2025, has introduced amendment under Paragraph 74 of Ind AS 1 which requires the entity to classify the liability as current under the aforementioned situation because, at the end of the reporting period, it does not have the right to defer its settlement for at least twelve months after that date. Such amendment has been made effective for annual reporting periods beginning on or after 01 April 2026 retrospectively in accordance with Ind AS 8.
(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.
1. Corporate guarantees issued by the Company in favour of banks/NCD holders on behalf of its subsidiaries aggregated to ^14,052 lakhs as at 31 March 2026 (31 March 2025: ^49,066 lakhs). The outstanding borrowings covered under these guarantees were ^9,652 lakhs (31 March 2025: ^20,664 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 and borrowing activities in foreign currency.
(ii) Interest Rate Risk
Interest 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, 2026 and 31 March, 2025 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 a counterparty will fail to meet its obligations under a financial instrument or customer contract, resulting in a financial loss to the Company. Credit risk arises primarily from trade receivables and financing activities. The Company manages customer credit risk through continuous assessment of customers’ creditworthiness and periodic review of credit limits. The Company has also implemented an automated system-based control that blocks further sales to customers with overdue receivables. The Chief Financial Officer (CFO) is authorized to block customers with overdue payment defaults, and such customers are reactivated only upon approval of the Managing Director (MD). These controls strengthen the Company’s credit risk management framework.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to Rs 22,266(March 31, 2025: Rs. 17,677). The movement in allowance for impairment in respect of trade and other receivables during the year is as follows:
Expected credit loss assessment
The Company 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:
Long outstanding receivables from customers are regularly monitored, and transactions with such customers are generally secured through letters of credit. The maximum exposure to credit risk at the reporting date is the carrying value of trade and other receivables. One customer accounted for more than 10% of the trade receivables as at 31 March 2026, while two customers accounted for more than 10% as at 31 March 2025. As the Company has maintained long-standing business relationships with these customers, management does not consider there to be any significant credit risk associated with these balances.
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
The table below provides details regarding the undiscounted contractual maturities of significant financial liabilities as of 31 March, 2026 :
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 on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.
The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods.
38 Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a Company, has to spend 2% of its average net profits of three immediate preceding financial year. The Company has formed trust by name ‘Shilpa Foundation’ to commit the expenditure under the various activity like pure and safe drinking water, Orphanage home, Education promotion, Hospital/ Medical facility. Swatch bharat, Green Prroject with local bodies/NGO to make eco-friendly environment.
42 Segment Information
In accordance with paragraph 3 of Indian Accounting Standard (Ind AS) 108 - Operating Segments, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these standalone financial statements.
43 OPERATING LEASE
The Company has entered into lease agreements for use of land for its production and R&D facility which expires over a period. Future minimum lease payments and payment profile of non-cancellable operating leases are as under:
Note: 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.
(c) The Company’s exposure to liquidity, interest rate and currency risks are disclosed in note 34.
47 Investments 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 11% to 12%.
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 and security deposits are subject to confirmation
49 Additional disclosures required by Schedule III (amendments dated 24 March 2021) to the Companies Act, 2013;
2) 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.
3) The Company do not have any transactions with companies struck off under section 248 of the Companies Act 2013 or Section 560 of Companies Act. 1956 during the financial year.
4) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
5) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
6) The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the current period.
7) 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.
8) 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).
9) 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.
10) The Company has sanctioned borrowings / facilities from bank on the basis of security of current assets for the year ended 31 March 2026 and 31 March 2025. The monthly returns or statements of current assets filed by the Company with bank are in agreement with the books of account.
11) The Company has not invested in the any entities with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in ther persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries).
53 Capital infusion through “Qualified Institutions Placement (QIP):
On April 13, 2024, the Company has issued 1,09,89,010 Equity shares of face value Rs.1 each at a issue price of Rs.455.00 per equity share pursuant to Qualified Institutions Placement (QIP) under the provisions of Chapter VI of the Securities and Exhcnage Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations”), and section 42 and 62 of the Companies Act, 2013, including the rules made thereunder, each as amended. The promoter’s shareholding has decreased from 50.01% to 44.39% pursuant to the QIP issue. Further, as at December 31, 2024, the entire amount has been utilised for the purpose for which the same was raised.
54 Bonus Shares Issued During the Current Financial Year:
On October 6, 2025, the Company had allotted 9,77,90,908 bonus equity shares of Re. 1 each (fully paid-up) in the proportion of 1 bonus equity share for every 1 fully paid-up equity share to the eligible shareholders whose names appeared in the Register of Members / Register of Beneficial Owners as on October 3, 2025, being the record date fixed for this purpose, pursuant to the approval received from the Members at the 38th Annual General Meeting held on September 26, 2025.
The said bonus equity shares rank pari passu in all respects with the existing equity shares of the Company. As a result of the bonus issue, the issued, subscribed and paid-up equity share capital of the Company increased to ^19,55,81,816 comprising 19,55,81,816 equity shares of Re. 1 each from R9,77,90,908 comprising 9,77,90,908 equity shares of Re. 1 each. The paid-up capital on account of the bonus issue of R9,77,90,908 has been appropriated from the Securities Premium Account.
55 Pursuant to the Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Hon’ble National Company Law Tribunal ("NCLT”), Bengaluru Bench, has approved the Scheme of Amalgamation of Shilpa Therapeutics Private Limited ("Transferor Company”), a wholly owned subsidiary of Shilpa Medicare Limited ("Transferee Company”), with Shilpa Medicare Limited.
The Scheme became effective upon filing of the certified copy of the NCLT Order with the Registrar of Companies. The Appointed Date of the Scheme is 1 April 2025.
Pursuant to the Scheme of Merger by Absorption under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Hon’ble National Company Law Tribunal ("NCLT”), Bengaluru Bench, vide its Order dated 18 June 2025, sanctioned the Scheme of Merger by Absorption of INM Technologies Private Limited ("INM”), a wholly owned subsidiary of the Company, with Shilpa Medicare Limited ("the Company”). The Scheme has an Appointed Date of 1 April 2024.
Accordingly, the Company has accounted for the amalgamation in accordance with Appendix C to Ind AS 103 - Business Combinations of Entities under Common Control, applying the Pooling of Interests Method.
Consequently:
• The assets, liabilities and reserves of the Transferor Company have been recorded by the Transferee Company at their existing carrying amounts as appearing in the books of the Transferor Company on the Appointed Date.
• The financial statements have been prepared after giving effect to the Scheme from the Appointed Date in accordance with the requirements of Appendix C to Ind AS 103.
• As the Transferor Company was a wholly owned subsidiary of the Company, no consideration was payable under the Scheme and no shares were issued by the Company pursuant to the amalgamation.
• The investment held by the Company in the equity shares of the Transferor Company stands cancelled upon the Scheme becoming effective.
• The difference, if any, arising between the carrying amount of the investment cancelled and the share capital of the Transferor Company has been adjusted in equity in accordance with the accounting treatment prescribed under the Scheme and Appendix C to Ind AS 103
The amalgamation is expected to result in simplification of the Group structure, operational efficiencies, optimisation of resources, reduction in administrative and compliance costs and better utilisation of synergies across the businesses.
56 Events after the reporting period:
On 22 May 2026, the Board of Directors of the company recommended a final dividend of Rs.0.60 per equity share of Rs.1/-. The proposed dividend is subject to the approval of the shareholders in the Annual General Meeting.
57 Figures of the previous year have been regrouped/rearranged wherever necessary.
|