2.12 Provisions
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the Company will
be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle
the present obligation at the end of the reporting
year, taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect
of the time value of money is material).
When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be
measured reliably.
2.13.1 Onerous contracts
Present obligations arising under onerous contracts
are recognised and measured as provisions. An
onerous contract is considered to exist where the
Company has a contract under which the unavoidable
costs of meeting the obligations under the contract
exceed the economic benefits expected to be
received from the contract.
The amount recognised as a provision is the best
estimate of the consideration required to settle
the present obligation at the end of the reporting
year, taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect
of the time value of money is material).
When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be
measured reliably.
2.14 Financial instruments
Investment in subsidiaries
The Company has accounted for its investments in
subsidiaries at cost less impairment.
Other financial assets and financial liabilities
Financial assets and financial liabilities are
recognised when the Company becomes a party to
the contractual provisions of the instruments.
Initial recognition and measurement:
Financial assets and financial liabilities are initially
measured at fair value except for trade receivables
(without a significant financing component) which
are initially recognised at transaction price.
Transaction costs that are directly attributable
to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and
financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value
of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value
through profit or loss are recognised immediately
in Standalone Statement of Profit and loss.
Subsequent measurement:
Financial assets at amortised cost: Financial assets
are subsequently measured at amortised cost if
these financial assets are held within a business
whose objective is to hold these assets in order to
collect contractual cash flows and contractual terms
of financial asset give rise on specified dates to cash
flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at fair value through profit or loss:
Financial assets are measured at fair value through
profit or loss unless it measured at amortised cost
or fair value through other comprehensive income
on initial recognition. The transaction cost directly
attributable to the acquisition of financial assets
and liabilities at fair value through profit or loss are
immediately recognised in the Standalone Statement
of Profit and Loss.
Derecognition of financial assets and liabilities:
The Company derecognises the financial asset only
when the contractual rights to the cashflows from
the asset expires or it transfers the financial asset
and substantially all the risks and rewards of the
ownership of the asset to the other entity . If the
Company neither transfers nor retains substantially
all risks and rewards of ownership and continues to
control the transferred asset , the Company recognizes
its retained interest in the asset and associated
liability for the amounts it may have to pay . If the
Company retains substantially all risks and rewards
of the ownership of a transferred financial asset ,
the Company continues to recognize the financial
asset and also recognizes a collaterized borrowing
for the proceeds received. Financial liabilities are
derecognised when these are extinguished , that
is when the obligation is discharged, cancelled
or has expired.
Equity instruments
An equity instrument is a contract that evidences
residual interest in the assets of the company after
deducting all of its liabilities. Equity instruments
recognised by the Company are recognised at the
proceeds received net off direct issue cost.
2.15 Impairment of assets
Impairment of non-financial assets
At the end of each reporting year, the Company
reviews the carrying amounts of its tangible and
intangible assets to determine whether there is
any indication that those assets have suffered an
impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in
order to determine the extent of the impairment
loss (if any). When it is not possible to estimate
the recoverable amount of an individual asset,
the Company estimates the recoverable amount
of the cash-generating unit to which the asset
belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are
also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group
of cash-generating units for which a reasonable and
consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested
for impairment at least annually, and whenever there
is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less
costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate
that reflects current market assessments of the time
value of money and the risks specific to the asset for
which the estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset (or cash¬
generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash¬
generating unit) is reduced to its recoverable amount.
An impairment loss is recognised immediately in
Standalone Statement of Profit and Loss.
When an impairment loss subsequently reverses,
the carrying amount of the asset (or a cash¬
generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying
amount that would have been determined had no
impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of
an impairment loss is recognised immediately in
Standalone Statement of Profit and Loss.
Impairment of financial assets:
The Company assesses at each date of balance sheet,
whether a financial asset or a group of financial assets
is impaired. Ind AS 109 requires expected credit
losses to be measured through a loss allowance.
The Company recognises lifetime expected losses
for all contract assets and or all trade receivables
that do not constitute a financing transaction. For
all other financial assets, expected credit losses are
measured at an amount equal to the twelve-month
expected credit losses or at an amount equal to the
life time expected credit losses if the credit risk on
the financial asset has increased significantly, since
initial recognition.
Impairment of investment in subsidiaries:
The Company reviews its carrying value of
investments in subsidiaries at cost, annually, or more
frequently when there is an indication for impairment.
If the recoverable amount is less than its carrying
amount, the impairment loss is accounted for.
2.16 Goods and Service Tax Input credit
Goods and Service tax input credit is accounted
for in the books in the year in which the underlying
service received is accounted and when there is no
uncertainty in availing / utilising the credits.
2.17 Operating Cycle
As mentioned in para 1 above under 'General
information', the Company is into development and
manufacture of pharmaceutical products. Based on
the normal time between acquisition of assets and
their realisation in cash or cash equivalents, the
Company has determined its operating cycle as 3
years to 5 years and 12 months relating to research
and development activities and manufacturing of
pharmaceutical products respectively. The above
basis is used for classifying the assets and liabilities
into current and non-current as the case may be.
2.18 Government Grants
Grants from the Government are recognised when
there is reasonable assurance that:
(i) the Company will comply with the conditions
attached to them; and
(ii) the grant will be received.
Government grants related to revenue are recognised
on a systematic basis in the statement of profit and
loss over the years necessary to match them with the
related costs which they are intended to compensate.
Such grants are deducted in reporting the related
expense. Government grants related to assets,
including nonmonetary grants at fair value, shall be
presented in the Standalone Balance Sheet by setting
up the grant as deferred income. The grant set up as
deferred income is recognised in profit and loss on
a systematic basis over the useful life of the asset.
2.19 Exceptional Items
Exceptional items refer to items of income or expense
within the Standalone Statement of Profit and Loss
from ordinary activities which are non-recurring
and are of such size, nature or incidence that their
separate disclosure is considered necessary to
explain the performance of the Company.
2.20 Statement of Cash Flow
Cash flows are reported using the indirect method,
where by Profit / (Loss) for the year is adjusted for the
effects of transactions of a non-cash nature and any
deferrals or accruals of pastor future cash receipts
or payments. The cash flows from regular revenue
generating, investing and financing activities of the
Company are segregated.
2.21 Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker. The chief operating
decision maker of the Company is responsible for
allocating resources and assessing performance of
the operating segments.
2.22 Business combination
The acquisition method of accounting is used to
account for all business combinations, regardless
of whether equity instruments or other assets
are acquired. The consideration transferred for
acquisition comprises of:
- fair value of assets transferred
- liabilities incurred to the former owners of the
acquired business
- equity interests issued by the Company
- fair value of any asset or liability resulting from
a contingent consideration arrangement.
Identifiable assets acquired and liabilities and
contingent consideration assumed in a business
combination are, with limited exceptions, measured
initially at their fair values at the acquisition date.
The Company recognises any non-controlling
interest in the acquired entity on an acquisition-
by-acquisition basis either at fair value or at the
non-controlling interest's proportionate share
of the acquired entity's net identifiable assets.
Acquisition related costs are expensed as
incurred, except if related to the issue of debt
or equity securities.
The excess of the:
- consideration transferred
- amount of non-controlling interest in the
acquired entity
- acquisition-date fair value of any previous equity
interest in the acquired entity
over the fair value of the net identifiable assets is
recognised as goodwill. If those amounts are less
than the fair value of the net identifiable assets of
the business acquired, the difference is recognised
in other comprehensive income and accumulated
in equity as capital reserve provided there is clear
evidence of the underlying reasons for classifying
the business combination as a bargain purchase. In
other cases, the bargain purchase gain is recognised
directly in equity as capital reserve.
Where settlement of any part of cash consideration
is deferred, the amounts payable in the future are
discounted to their present value as at the date of
exchange. The discount rate used is the entity's
incremental borrowing rate , being the rate at
which a similar borrowing could be obtained from
an independent financier under comparable terms
and conditions.
Contingent consideration is classified either as
equity or a financial liability. Amounts classified as
a financial liability are subsequently measured to
fair value with changes in fair value recognised in
profit and loss.
If a business combination is achieved in stages,
the acquisition date carrying value of the acquirer's
previously held equity interest in the acquiree is
remeasured to the fair value at the acquisition
date. Any gains or losses arising from such
remeasurement are recognised in profit and loss or
other comprehensive income, as appropriate.
2.23 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by
dividing:
- the profit attributable to owners of the
Company
- by the weighted average number of equity
shares outstanding during the financial
year, adjusted for bonus elements in
equity shares issued during the year and
excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures
used in the determination of basic earnings
per share to take into account:
- the after income tax effect of interest
and other financing costs associated with
dilutive potential equity shares
- the weighted average number of additional
equity shares that would have been
outstanding assuming the conversion of
all dilutive potential equity shares.
3 Critical accounting judgements and key
sources of estimation uncertainty
The preparation of Standalone Financial Statements
requires the Management to make estimates and
assumptions that affect the amounts reported for
assets and liabilities including the recoverability
of tangible and intangible assets, disclosure of
contingent liabilities as at the date of the Standalone
Financial Statements and the reported amounts
of income and expenses during the reported year.
Estimates and judgments are continually evaluated
by the Management.
3.1 Key sources of estimation uncertainty
The following are the key assumptions concerning
the future, and other key sources of estimation
uncertainty at the end of the reporting year that
may have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year.
3.1.1 Useful lives of property, plant and equipment
and Intangible assets
The Company reviews the useful life of
property, plant and equipment and intangible
assets at the end of each reporting year.
This assessment may result in change in the
depreciation expense in future years.
3.1.2 Taxes
Deferred tax assets is recognised to the extent
that it is probable that taxable profit will be
available against which the same can be
utilised. Significant Management judgement
is required to determine the amount of
deferred tax assets that can be recognised,
based upon the likely timing and the level of
future taxable profits together with future tax
planning strategies.
3.1.3 Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan
and the present value of the gratuity obligation
are determined using actuarial valuations. An
actuarial valuation involves making various
assumptions that may differ from actual
developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to
the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes in
these assumptions. All assumptions are
reviewed at each reporting date.
The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate for plans operated in India, the
Management considers the interest rates of
government bonds.
The mortality rate is based on publicly
available mortality tables for India. Those
mortality tables tend to change only at interval
in response to demographic changes. Future
salary increases and gratuity increases are
based on expected future inflation rates.
Further details about gratuity obligations are
given in note 30.
3.1.4 Going Concern
The Company has mitigating plans due to
which there is a reasonable expectation that
the Company will be able to generate/raise
adequate resources to continue operating
for the foreseeable future and that the going
concern basis for the preparation of its
Standalone Financial Statements remains
appropriate. Also see Note 2.2(b).
3.1.5 Share based compensations
At the end of each reporting year, the Company
revises its estimate of the number of equity
instruments expected to vest. The impact
of the revision of the original estimates, if
any, is recognised in Standalone Statement
of Profit and Loss such that the cumulative
expense reflects the revised estimate, with
a corresponding adjustment to the equity-
settled employee benefits reserve.
3.1.6 Leases under Ind AS 116
Ind AS 116 requires lessees to determine the
lease term as the non-cancellable period of
a lease adjusted with any option to extend or
terminate the lease, if the use of such option
is reasonably certain. The Company makes an
assessment on the expected lease term on
a lease-by-lease basis and thereby assesses
whether it is reasonably certain that any
options to extend or terminate the contract
will be exercised. In evaluating the lease
term, the Company considers factors such
as any significant leasehold improvements
undertaken over the lease term, costs
relating to the termination of the lease and
the importance of the underlying asset to the
Company's operations taking into account
the location of the underlying asset and the
availability of suitable alternatives. The lease
term in future years is reassessed to ensure
that the lease term reflects the current
economic circumstances.
3.1.7 Provisions, contingencies - Recognition and
measurement of provisions and contingencies;
key assumptions about the likelihood and
magnitude of an outflow of resources
The Company has ongoing litigations with
various regulatory authorities and third
parties. Where an outflow of funds is believed
to be probable and a reliable estimate of the
outcome of the dispute can be made based
on Management's assessment of specific
circumstances of each dispute and relevant
external advice, Management provides for its
best estimate of the liability. Such accruals
are by nature complex and can take number
of years to resolve and can involve estimation
uncertainty. Information about such litigations
is disclosed in the notes to the Standalone
Financial Statements.
3.1.8 Impairment assessment of Goodwill
Goodwill recognised on business combination
is tested for impairment at least annually
and when events occur or changes in
circumstances indicate that the recoverable
amount of goodwill or a cash generating unit
to which goodwill pertains, is less than the
carrying value.
The Company assesses acquired
intangible assets with finite useful life for
impairment whenever events or changes
in circumstances indicate that the carrying
amount may not be recoverable. The
recoverability of an asset or cash generating
unit is based on the estimated future cash
flows, using the Company's current business
plan. The recoverable amount of an asset or
a cash generating unit is higher of value in
use and fair value less cost of disposal. The
value in use of the assets were determined
using a discounted cash flow methodology
based primarily on unobservable inputs,
including estimated post-tax future cash
flows attributable to the assets and a post¬
tax discount rate reflecting a current market
assessment of the time value of money and
the risks specific to the assets. The changes
in current estimates due to unanticipated
events could have significant impact on the
Consolidated Statement of Profit and Loss.
3.1.9 Business combinations
In accounting for business combinations,
judgment is required to assess whether an
identifiable intangible asset is to be recorded
separately from goodwill. Additionally,
estimating the acquisition date fair value of
the identifiable assets acquired (including
useful life estimates), liabilities assumed,
and contingent consideration (if any) assumed
involves Management judgment. These
measurements are based on information
available at the acquisition date and are based
on expectations and assumptions that have
been deemed reasonable by Management.
Changes in these judgments, estimates, and
assumptions can materially affect the results
of operations.
3.1.10 Expected credit losses on financial assets
The impairment provisions of financial assets
are based on assumptions about risk of
default and expected timing of collection.
The Company uses judgment in making these
assumptions and selecting the inputs to the
expected credit loss calculation based on the
Company's history of collections, customer's
creditworthiness, existing market conditions
as well as forward looking estimates at the
end of each reporting year.
The impairment provisions of financial assets
are based on assumptions about risk of
default and expected timing of collection.
The Company uses judgment in making these
assumptions and selecting the inputs to the
expected credit loss calculation based on the
Company's history of collections, customer's
creditworthiness, existing market conditions
as well as forward looking estimates at the
end of each reporting year.
3.1.11 Pass-through revenue arrangement
Application of Ind AS 115 to revenue
agreements involving pass through
arrangements, wherein material procured
and consumed during the process of
providing services to the customer, requires
the Management to make judgement in
determining whether the Company acts as an
agent or principal in the said arrangement. The
Company identifies itself as the principal by
controlling goods prior to transfer, assuming
primary responsibility in fulfilling the sales
contract, and bearing any inventory risks.
3.1.12 License Fees
Application of Ind AS 115 to revenue
agreements involving revenue from license
fees requires the Management to make
judgement where the transaction has two or
more performance obligations, the Company
can make a reasonable estimate of the fair
value of the undelivered component.
Note No 4G - Annual Impairment assessment:
The Management of the Company have performed impairment assessment of the Cash Generating Unit (including goodwill)
(CGU) as at December 31, 2024 . The recoverable amounts of the above cash generating units 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 cash generating unit to which the goodwill is allocated. 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 for the quarter ending March 31, 2025 and subsequent nine years, based on management's
projections.
(b) A terminal value arrived at by extrapolating the last forecasted year cash flows to perpetuity, using a constant long-term
growth rate of 2.5%. 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 are based on the Company's weighted average cost of capital.
(d) The after tax discount rate used is 14.50% for the cash generating unit.
The management believes that any possible changes in the key assumptions would not cause the carrying amount to exceed
the recoverable amount of cash generating unit
Based on such valuation, the Company has assessed that there is no impairment as the recoverable value of the CGU
exceeded the carrying amount.
Further, the percentage movement in key assumptions that (individually) would be required to reach the point at which the
value in use approximates its carrying value is given below:
Note:1. Inventories procured to manufacture Sputnik Light Vaccine
The Company and the Russian Direct Investment Fund (RDIF, Russia's sovereign wealth fund) had entered into a manufacturing
and supply agreement to produce Russian Sputnik Vaccines during FY 2020-21. The agreement between RDIF and the
Company was reached under the aegis of Enso Healthcare LLP, RDIF's coordination partner for sourcing Sputnik vaccines in
India. The above tactical opportunity with Sputnik Light's take or pay contract with RDIF did not fructify due to geopolitical
conflicts between Russia and Ukraine and subsequent sanctions on Russia.
The Company has provision for raw materials and packing materials procured to manufacture Sputnik Light vaccines of
' 1,068.01 million as at March 31, 2025 (as at March 31, 2024 : ' 1,171.47 million) in the absence of any immediate alternate
usage for these inventories.
2. Refer note 12 and 16 for inventories hypothecated as security against borrowing.
The impact on profit has been arrived at by applying the effects of appreciation / deprecation effects of currency on
the net position (Assets in foreign currency - Liabilities in foreign currency) in the respective currencies.
For the purposes of the above table, it is assumed that the carrying value of the financial assets and liabilities as at
the end of the respective financial year remains constant thereafter. The exchange rate considered for the sensitivity
analysis is the exchange rate prevalent as at March 31, 2025
The sensitivity analysis might not be representative of inherent foreign exchange risk due to the fact that the foreign
exposure at the end of the reporting period might not reflect the exposure during the year.
34.3.3Interest rate risk management
Interest rate risk arises from borrowings. Debt issued at variable rates exposes the company to cash flow risk. The
Company mitigates its interest rate risk by entering into interest rate Swap contracts. Debt issued at fixed rate exposes
the company to fair value risk.
At the reporting date the interest rate profile of the Company's interest-bearing financial instruments is as follows:
34.4 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Company. Credit Risk to the company primarily arises from trade receivables. Credit risk also arises from cash and
cash equivalents, financial instruments and deposits with banks and financial institutions and other financial assets.
The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral,
where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with
entities that are rated the equivalent of investment grade and above.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks
with high credit-ratings assigned by international credit-rating agencies.
34.5 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an
appropriate liquidity risk management framework for the management of the Company's short-term, medium-term
and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual
short term and long term cash flows, and by matching the maturity profiles of financial assets and liabilities.
34.5.1Liquidity analysis for Non-Derivative Liabilities
The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities
with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Company can be required to pay. The table include both interest
and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from
interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which
the Company may be required to pay.
Note No. 35 Income taxes :
The Company has recognised the arising deferred tax asset on such losses to the extent of the corresponding deferred tax
liability arising on the difference between the book balance of property, plant and equipment and other intangible assets and
the written down value of such fixed assets under Income Tax and the provision for the employee benefits. With regard to
the balance of the deferred tax assets, in the absence of reasonable certainty that future taxable profits would be available
for set off of such deferred tax assets, the Company has not recognized any deferred tax asset as at March 31, 2025.
36 Segment Reporting:
Based on the "Management approach" as defined in Ind AS 108, the Chief Operating Decision Maker ("CODM") evaluates
the Company's performance based on an analysis of various performance indicators. The accounting principles used in
the preparation of these financial results are consistently applied to record revenue and non current assets in individual
segments.
The Management has assesed the identification of reportable segments in accordance with Ind AS 108 " Operating Segment"
and believes that the Company's reportable segment are as follows; CDMO (Contract Development and Manufacturing
Organization (CDMO) : Development and manufacture of pharmaceutical products and associated services) and "Unit-3 :
Multimodal Facility and CDMO-2" (divested during the year ended March 31, 2024)).
37 Other Statutory Information (Contd.)
(e) The Company has no transaction that were 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).
(f) The Company has borrowings from banks on the basis of security of current assets, the quarterly returns or statements
of current assets has been filed by the Company with banks are in agreement with the books of accounts.
(g) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.
(h) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
Note No. 38 Details of the employee share option plan of the Company:
On May 27, 2021, pursuant to shareholders approval at the extraordinary general meeting held ,the Company has declared
the ESOPs titled "Stelis ESOP Scheme 2021". Options not exceeding 5% of the paid-up equity capital of the Company on
a fully diluted basis are covered under the plan which are convertible into equivalent equal number of equity shares of the
Company. The Nomination and remuneration Committee ('NRC') will select and approve eligible Employees to whom Options
be granted and to determine number of Options to be granted to an Employee.
Options under this program are granted to employees at an exercise price periodically determined by the NRC. All stock
options have a four-year vesting term. The options vest and become fully exercisable at the rate of 10% in the first year, 15%
in the second year, 25% in the third year and 50% in the fourth year of the vesting period from the date of grant. These options
are exercisable within 30 days from the date of intimation by NRC about the occurrence of the Liquidity Event or such other
time period as may be determined by the NRC within which the Optionee should Exercise his right to apply for the issue of
Shares against the Vested Option pursuant to the Scheme.
Under the employee stock purchase plan of "Stelis ESOP Scheme 2021", employees may purchase shares of OneSource
Specialty Pharma Limited (formerly known as Stelis Biopharma Limited) at '278.00 subject to terms and conditions of the
scheme. On June 7, 2022, October 21, 2022, January 20, 2023 and July 4, 2024, November 11, 2024 and November 25,
2024 the Company granted options under said scheme for eligible personnel. The fair market value of the option has been
determined using Black Scholes Option Pricing Model. The Company has amortised the fair value of option after applying an
estimated forfeiture rate over the vesting period.
Note No.39 Business Combinations
Acquisition of identified CDMO business of Strides Pharma Science Limited and Steriscience Specialties Private Limited
During the previous year, the Board of Directors of OneSource Specialty Pharma Limited, considered and approved a scheme
of merger of identified business of Strides Pharma Science Limited ('Strides') and Steriscience Specialties Private Limited
('Steriscience') respectively, with the Company under Sections 230 to 232 and other applicable provisions of the Companies
Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations
framed thereunder ("Scheme").
During the current year, the Company has received requisite approvals and the Scheme has been sanctioned by the Hon'ble
National Company Law Tribunal (NCLT) vide its order dated November 14, 2024 with the appointed date of April 01, 2024.
The Certified true copy of the said order sanctioning the Scheme has been filed with the Registrar of Companies, Mumbai.
In accordance with the order of NCLT, the Company has given effect to the Scheme in the financial statements w.e.f. the
appointed date. The merger has been accounted for using the acquisition accounting method under Ind AS 103 - Business
Combinations.
The goodwill is attributable to the workforce and the high profitability of the acquired businesses and the expected
synergies. It will not be deductible for tax purposes.
(D) Revenue and profit contribution
The acquired business of Strides Pharma Science Limited ('Strides') and Steriscience Specialties Private Limited
Company ('Steriscience') contributed revenues of ' 4,320.80 million and ' 4,840.21 million respectively and loss before
tax of ' 112.15 and ' 293.94 million respectively for the year between April 01, 2024 to March 31, 2025.
(E) Acquired receivables
The fair value of acquired trade receivables is ' 337.67 million and ' 1,471.66 million with respect to Strides Pharma
Science Limited ("Strides") and Steriscience Specialties Private Limited Company ("Steriscience") respectively. The
gross contractual amount of acquired trade receivables (less loss allowance) is the same as the fair value as on the
date of acquisition.
(F) Acquisition related costs
Acquisition related costs of ' 1,108.45 millions has been recognised as an expense under Exceptional items in the
Standalone Statement of Profit or loss for the year ended March 31, 2025 (refer note 27). Issue costs of ' 58.22 millions,
which were directly attributable to the issue of the shares pursuant to the scheme of merger , have been netted against
the deemed proceeds and recorded in equity.
Note No. 40 Discontinued Operations
During the pervious year, for strategic business reasons, the Company entered into a Business Transfer Agreement dated
September 01, 2023 (Amendment to Business Transfer Agreement dated December 01, 2023 and December 21, 2023)
with Syngene International Limited for sale of its unit 3- Multimodal facility on a slump sale basis for a consideration of
' 6,161.41 million. The transaction recommended by Board of Directors is approved by shareholders in the Extra-Ordinary
General Meeting held on July 04, 2023.
The Management is of the view that this does not have any impact on its Standalone Financial Statements for the year ended
March 31, 2025.
The Company uses accounting software for maintaining the books of account which has a feature of recording audit trail and
has defined process to enable audit trail of books of accounts and has enabled the feature of recording audit trail (edit log)
facility except that in respect of accounting software used by the Company, audit trail feature was not enabled for certain
direct changes to tables at the application level for the period April 1, 2024 to March 31, 2025.
The audit trail that was enabled and operated for the year ended March 31, 2024, has been preserved by the Company as
per the statutory requirements for record retention.
Note No. 43 Standards issued but not yet effective
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 not notified
any new standards or amendments to the existing standards applicable to the Company.
Note No. 44 Approval of Standalone Financial Statements
The Company's Standalone Financial Statements are approved for issue by the board of directors on May 5, 2025
The accompanying notes are an integral part of the Standalone Financial Statements
For and on behalf of Board of Directors of
OneSource Specialty Pharma Limited (formerly known as Stelis Biopharma Limited)
Arun Kumar Neeraj Sharma Allada Trisha Anurag Bhagania
Director Managing Director Company Secretary Chief Financial Officer
DIN : 00084845 DIN : 09402652 Membership Number : A47635
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : May 5, 2025 Date : May 5, 2025 Date : May 5, 2025 Date : May 5, 2025
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