(i) Provisions and Contingencies
(i) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
(ii) Contingencies
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably.
Contingent assets are not recognised but disclosed in the financial statements when an inflow of economic benefit is probable.
(j) Income recognition Dividend
Dividends are received from Financial assets at fair value through profit or loss and at FVOCI. Dividends are recognised as Other income in profit or loss when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits, unless the dividend clearly represents a recovery of part of the cost of the investment.
Interest income
Interest income from Financial assets at fair value through profit or loss is disclosed as Interest income within other income. Interest income on Financial assets at amortised cost and Financial assets at FVOCI is calculated using the effective interest method is recognised in the statement of profit and loss as part of Other income. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for Financial assets that subsequently become credit-impaired. For credit-impaired Financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).
(k) Offsetting
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
(l) Inventories
Inventories are measured at the lower of cost or net realisable value. The cost of inventories includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. The cost comprises cost of purchase, cost of conversion and other costs including appropriate production overheads in the case of finished goods and work in progress, incurred in bringing such inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.
Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
(m) Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of primary economic environment in which the entiry operates ('the functional currency’). The financial statement are presented in Indian rupee (INR), which is Tarsons Products Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss.
All other foreign exchange gain and losses are presented in the statement of profit and loss on a net basis within Other income/(expense).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.
(n) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Company holds the Trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are generally paid within 30 to 90 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
(p) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(q) 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 element in equity shares issued during the year and excluding treasury share
(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, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares
(r) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The Board of Directors of the Tarsons Products Limited has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. All operating segments’ operating results are reviewed
regularly by the Company’s Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segments and assess their performance. Refer note 38 for details on segment information presented.
(s) Government Grant
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to income such as duty drawbacks and other export benefit entitlements are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented within Other income.
Government grants relating to the purchase of Property, plant and equipment (Export Promotion Capital Goods) are included in non-current and current liabilities (as applicable) as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within Other income.
Notes:
(i) The Company does not have any lease of low value assets.
(ii) Extensions and termination options are included in major lease contracts of the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company’s operations. In case of building, Company have extension right to extend the lease for two terms of 99 years which has not been considered for determining the lease term in absence of reasonable certainty.
(iii) There are no residual value guarantees in relation to any lease contracts.
(iv) In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in lease term if the lease is reasonably certain to be extended (or not terminated). Most extension options in buildings have not been included in lease liability, because the Company can replace the assets without significant cost or disruption. The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or significant change in circumstances occurs, which affect this assessment and that is within the control of lessee.
(v) The Company had a total cash outflow of ' 0.04 Million for leases for the year ended 31st March, 2025 (Previous year: ' 0.03 Million)
5 LOANS (CONTD.)
(iii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than loans amounting to Euro 12 Million given in the previous year (equivalent to ' 1,098.99 Million) to Tarsons Life Science Pte Limited, a wholly owned subsidiary of the Company in the ordinary course of business for onward acqusition of Nerbe plus GmbH & Co. KG & Nerbe R&D KG Gmbh, step-down subsidiaries of the Company and corporate gurantee amounting to Euro 15 Million (equivalent to ' 1,375.95 Million) on behalf of Tarsons Life Science Pte Limited to Philip Nerbe (erstwhile owner of Nerbe Plus Co KG Gmbh & Nerbe R&D Gmbh) for complying with the Earn-Out payments committed to Mr. Philipp Nerbe on fulfillment of certain conditions included in the Share Purchase Agreement during the year ended 2024. Since, the conditions included in the Share Purchase Agreement could not been fulfilled by Mr. Philipp Nerbe, the corporate guarantee have been terminated and no further liability would arise to the Company.
Note:
(i) There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties (as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment during the current or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans, the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not prejudicial to the interest of the Company.
(ii) The Company has granted unsecured loans to seven employees during the year. The aggregate amount during the year and balance outstanding at the balance sheet date with respect to these loans to employees are as per the table given below:
Nature and purpose of reserves £
O
(a) Securities premium: n
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The Security premium is utilised in accordance with the provisions of the Companies Act, 2013.
(b) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation approved by the Hon’ble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor Company) with the Company (Transferee Company) with effect from 1st April, 2012.
(c) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to the members as fully paid bonus shares.
(d) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognised and accumulated under the heading "Retained Earnings". At the end of the year, the profit after tax and other comprehensive income is transferred from the Standalone Statement of Profit and Loss to retained earnings.
Other comprehensive income comprises actuarial gains and losses on defined benefit obligation.
15 BORROWINGS (CONTD.)
(c) Repayment schedule of current borrowings and assets pledged as security as at 31st March, 2025 and 31st March, 2024
A. Cash Credit and Working Capital Demand Loans facilities of Axis Bank and HDFC Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets and movable fixed assets of the Company, both present and future, except exclusively financed by other Banks/Financial Institutions.
B. Cash Credit and Working Capital Demand Loans facilities of ICICI Bank, Yes bank, CITI Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets of the Company both present and future, except exclusively finance by other Banks.
(d) Refer Note 45 for the details of securities given against standby letter of credit facilities availed from the Citi Bank N.A.
Notes:
(i) Government grants are related to investments of the Company in Property, plant and equipment. The Company is required to export six times of duty saved (Grant) over a period of six years alongwith maintaining normal level of export during the said period.Under such scheme, the Company is committed to export prescribed times of the duty saved on import of capital goods over a specified period of time. In case such commitments are not met, the Company would be required to pay the duty saved along with interest to the regulatory authorities.The Company also benefits from incentive received from the Government on export of goods such as duty drawbacks and other export benefit entitlements.
32 EMPLOYEE BENEFIT OBLIGATIONS A Post-employment obligations Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary (15 days salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.8(g) based upon which the Company makes contribution to the Gratuity fund.
(i) Risk Exposure
The Gratuity scheme is a defined benefit plan that provides for a lump sum payment to be made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit.The Company is exposed to various risks in providing the above gratuity benefit which are as follows:
(a) Interest rate risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
(b) Salary escalation risk
The present value of the defined benefit plan’s calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
32 EMPLOYEE BENEFIT OBLIGATIONS (CONTD.)
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.
B Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employees’ State Insurance. Contributions are made to provident fund for employees. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards provident fund is ' 21.94 Million (Previous year: ' 19 Million). The Company has also contributed ' 2.67 Million (Previous year: ' 2.26 Million) towards Employees’ State Insurance Scheme. These has been recognised as an expense and included under 'Contribution to provident and other fund’ (Note 27).
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT A Accounting classifications and fair values
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31st March, 2024.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows below.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and rely as little as possible on entity specific estimates.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market rate.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT (CONTD.)
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 constituted the risk management committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the Board of Directors on its activities.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers. Credit risk encompasses both the direct risks of default and the risk of deterioration of credit worthiness as well as concentration risk. Credit risk also arises from cash held with banks and financial institutions and other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. None of the financial instruments of the Company result in material concentration of credit risk.
Trade receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored.
At each reporting date the Company measures loss allowance on trade recievables based on historical trend, industry practice and the business environment in which the Company operates. The assumptions and estimates applied for determining credit loss are reviewed periodically. The company also uses lifetime of expected credit loss model based on provisional matrix for estimating the allowance for expected credit losses.
Cash and cash equivalents and other financial assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies.
The Company periodically monitors the recoverability and credit risks of cash and its other financial assets including security deposits. The Company evaluates 12-month expected credit losses for all the financial assets except trade recievables and the risk assessed is insignificant.
Financial guarantee liability
The Company is subject to credit risk concerning the financial guarantees it has provided to the bank for borrowings undertaken by its wholly-owned subsidiary. These guarantees are secured by:
(i) A first pari passu charge over the Company’s existing and future inventories and accounts receivable, and
(ii) A first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
The maximum potential exposure for the Company under these guarantees is equivalent to the highest amount payable should the bank invoke the guarantee. For further details, please refer to Note 34.
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT (CONTD.)
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.The Company has managed its liquidity and working capital requirements through cash generated from operations and through intermittent short term and long term borrowings.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts disclosed in the table are the contractual undiscounted cash flows.
iv. 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 conditions. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instruments affected by market risk includes Trade receivable/payable, other financial assets and liabilities. The company is not exposed to any factors arising due to price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to risk of change in market interest rates relates primarily to its debt interest obligations. It’s borrowings are at floating rates and its future cash
(C) Capital Management
(i) Risk management framework
The Company’s objectives when managing capital are to:
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• Maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following Net Debt- Equity ratio:
Net debt (total borrowings and lease liabilities net of Cash and cash equivalents) divided by Total equity (as shown in the balance sheet).
35 The Hon’ble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain allowances from the definition of ""basic wages"" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. Based on assessment performed by the management of the impact of aforesaid judgement and the related circular dated 20th March, 2019 issued by the EPFO, the order did not result in any material impact on these standalone financial statements. The Management will continue to assess the impact of further developments relating to retrospective application of the Hon’ble Supreme Court’s judgement taking into account the additional guidance as and when issued by the statutory authorities and deal with it accordingly.
@ Includes in aggregate ' 5.06 Million on account of foreign exchange loss and interest accrued amounting to ' 5.61 Million.
Notes:
(i) All outstanding balances are unsecured and repayable in cash.
(ii) All transactions were made at normal commercial terms and conditions and at market rates following the principles of Arm’s length.
(iii) No provisons are held against receivable from related parties.
(iv) Refer Note 5(iii) for details of corporate guarantee given by the Company in the previous year and discharge thereof during the year.
(v) Refer Note 45 for details of corporate financial guarantee given by the Company during the year.
8 SEGMENT REPORTING
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM reviews the financial statements when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. The Company sells its products in overseas markets however, in absence of any single significant market, CODM reviews geographical operations as "Within India" and "Outside India". The information in respect of these is given below:
43 OTHER REGULATORY INFORMATION
(i) Borrowing secured against current assets Year ended 31st March, 2025
The Company has been sanctioned working capital limits in excess of ' 50 Million, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are not in agreement with the unaudited books of account as set out below. The Company has not filed quarterly returns or statements with such banks for the quarter ended 31st March, 2025, and it would be appropriately filed by the Company subsequent to the issue of financial statements by the Board of Directors which has been agreed by the Company with the respective banks.
Nature of Current Asset offered as Security
(a) First pari passu hypothecation charge over the entire current assets and movable fixed assets of the Company, both present and future, except exclusively financed by other banks/financial institutions
(b) First Pari Passu hypothecation charge over the entire current assets of the Company, both present and future
(c) First pari passu hypothecation charge over the Company’s existing and future inventories and accounts receivable, and first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
Year ended 31st March, 2024
The Company has been sanctioned working capital limits in excess of ' 50 Millions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of accounts. Returns/Statements for the quarter ended 31st March, 2024 is yet to be submitted and it would be appropriately filed by the Company subsequent to the issue of these financial statements by the Board of Directors which has been agreed by the Company with the respective banks.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
43 OTHER REGULATORY INFORMATION (CONTD.)
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vi) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(vii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current and previous financial year.
(viii) Valuation of Property, plant and equipment, right-of-use assets and intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(ix) Registration of charges or satisfaction with the Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(x) Utilisation of borrowings availed from banks
The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were taken. Further, no funds raised on a short-term basis have been used for long-term purposes by the Company.
(xi) Foreseeable losses on long term contracts
The Company has long term contracts as at 31st March, 2025 for which there were no material foreseeable losses. The Company did not have any derivative contract.
(xii) Amount required to be transferred to the Investor Education and Protection Fund
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2025.
(xiii) Core Investment Company
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Further, the Group [as defined in the Core Investment Companies (Reserve Bank) Directions 2016] does not have any CICs, which are part of the Group.
(xiv) Back up of books and accounts
The books of account and other relevant books and papers maintained in electronic mode by the Company are accessible in India, at all times, so as to be usable for subsequent reference. The back-up of the books of account and other books and papers of the Company maintained in electronic mode are kept in servers physically located in India on a daily basis.
(xv) Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained for certain books of accounts records in case of modification by certain
43 OTHER REGULATORY INFORMATION (CONTD.)
users with specific access and the audit trail feature is not maintained for direct database changes. Further, the audit trail to the extent maintained in the prior year has been preserved by the Company as per the statutory requirements for record retention.
(xvi) Utilisation of borrowed funds and share premium
The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Parties") with the understanding, whether recorded in writing or otherwise, that the Company shall:
a. 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
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
44 During the import of a machinery, certain components sustained damage while in transit to India. The Company has estimated the resulting loss and has filed an insurance claim, which is currently under process. A total provision of ' 93.45 Million has been recognised during the year ended 31st March, 2025 in relation to the damaged components. The Company continues to pursue the insurance claim.
45 During the year ended 31st March, 2025, the Company has provided security to bank, based on which Tarsons Life Science Pte. Ltd. , its wholly owned subsidiary in Singapore has been provided a loan of Euro 10.60 Million (' 962.07 Million).
The aforesaid arrangement has been accounted as financial guarantee in accordance with Ind AS 109 - Financial Instruments.
As part of this arrangement, the Company has initially recognized a financial guarantee at fair value totaling to Euro 1.42 Million (' 130.98 Million) in its standalone financial statements and considered the same as equity contribution to the subsidiary i.e. deemed investment. The financial guarantee has been subsequently evaluated as of the reporting date, with no significant adjustments made to its initially recorded value. The company has ensured that the recognition and measurement of the financial guarantee and recognition of deemed investments in subsidiary adheres to the requirement of relevant Indian Accounting Standards.
46 During the year ended 31st March, 2025, the Company has paid excess remuneration amounting to ' 9.38 Million to its Managing Director and ' 4.38 Million to its Whole Time Director in reference to the provisions of Section 197 of the Companies Act, 2013 read with Schedule V thereto. The Company is in the process of taking approval for the waiver of such excess remuneration paid, by way of special resolution in the ensuing general meeting.
This is the Standalone Notes to Accounts referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration No. 012754N/N500016
Amit Peswani Sanjive Sehgal Aryan Sehgal Santosh Kumar Agarwal
Partner Chairman & Whole-Time Director Chief Financial Officer
Membership No. 501213 Managing Director DIN: 06963013 and Company Secretary
DIN:00787232
Place: Kolkata Place: Kolkata
Date: 28th May, 2025 Date: 28th May, 2025
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