xvi) 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 period, taking into account the risks and uncertainties surrounding the obligation.
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.
(xvii) Contingent liabilities
Contingent liabilities are disclosed in notes when there is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be req uired to settle or a reliable estimate of the amount cannot be made.
(xviii) Financial instruments
Investment in subsidiaries
The Company has accounted for its investments in subsidiaries at cost less impairment.
Other financial assets and financial liabilities
Other financial assets and financial liabilities are recognised when Company becomes a party to the contractual provisions of the instruments.
Initial recognition and measurement:
Other financial assets and financial liabilities are initially measured at fair value. 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 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 statement of profit and loss.
Financial liabilities are measured at amortised cost using effective interest rate method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
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. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. Financial liabilities are derecognised when these are extinguished , that is when the obligation is discharged, cancelled or has expired.The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
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.
(xix) Operating Cycle
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 12 months. The above basis is used for classifying the assets and liabilities into current and non-current as the case may be.
(xx) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non¬ cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
(xxi) Key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill and other non¬ financial assets
Determining whether the asset is impaired requires to assess the recoverable amount of the asset or Cash Generating Unit (CGU) which is compared to the carrying amount of the asset or CGU, as applicable. Recoverable amount is the higher of fair value less costs of disposal and value in use. Where the carrying amount
of an asset or CGU exceeds the recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment of financial assets
The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Useful lives of property, plant and equipment
The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This assessment may result in change in the depreciation expense in future periods.
Defined benefit plans and compensated absences:
The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligations are based on actuarial valuation using the projected unit credit method. 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.
Income taxes
Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.
Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary
differences and tax loss carry-forwards become deductible. The Company considers expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of deferred tax assets considered realisable, however, could reduce in the near term if estimates of future taxable income during the carry-forward period are reduced.
Controlling parties assessment
The Company performs assessment for identification of controlling parties. The assessment involves judgements which included consideration of controlling parties’ absolute size of holding in the Company, determination of whether other parties are acting on the investor’s behalf, determination of whether parties have the practical ability to exercise that right and the relative size of and dispersion of the shareholdings owned by the other shareholders. Based on assessment, the Company is not controlled by any single shareholder or group of shareholders.
Going Concern
The Management has prepared cash flow forecasts for the next 12 months. The forecasts
include assumption such revenue projection, increase in gross margin and EBTIDA due to cost control measures and strategic focus to maintain reduced inventory levels.
Inventory
The Company estimates the net realisable value (NRV) of its inventories by taking into account their estimated selling price, estimated cost of completion, estimated costs necessary to make the sale. Management reviews the inventory age listing on a periodic basis. This review involves comparison of the carrying value of the aged inventory items with the respective net realisable value. Inventories are written down to NRV where such NRV is lower than their cost.
Litigations
The Company is a party to certain direct and indirect tax disputes. Uncertain tax items for which a provision is made relate principally to the interpretation of tax legislation applicable to arrangements entered into by the Company. Due to the uncertainty associated with such tax items, it is possible that, on conclusion of open tax matters at a future date, the final outcome may differ significantly.
Impairment assessment of goodwill allocated to the “Human API business” as at March 31, 2025:
The Management of the Company have performed annual impairment assessment of the goodwill by determining the "value in use” of this Cash Generating Unit (CGU) as an aggregate of present value of cash flow projections covering a five year period and the terminal value. Determination of value in use involves significant estimates and assumptions that affect the reporting CGU’s expected future cash flows. These estimates and assumptions, primarily include, but are not limited to, the revenue growth and profitability during the forecast period, the discount rate and the terminal growth rate.
Considering the historical performance of this business since acquisition and based on the forward looking estimates, including the changes in estimated future economic conditions, revisions were made to the cash flow projections and other key assumptions such as discount rate and the terminal growth rate. The cash flows are discounted using a post tax discount rate of 1700% (March 31, 2024: 16.00%). The terminal value of cash generating unit is arrived at by extrapolating cash flows of latest forecasted year to perpetuity using a constant long-term growth rate of 3.00% (March 31, 2024: 3.00%) p.a. which is consistent with the industry forecasts for the generic API market.
The above assessment did not result in impairment in the carrying amount of goodwill.
The table below shows 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.
Movement
Terminal growth rate 3.00% decrease
(3.00% decrease)
Post tax discount rate 6.90% increase
(6.45% increase)
Expected net revenue growth rates 6.30% decrease for short term and 3.0% decrease for long term
(9% decrease for short term and 3.0% decrease for long term)
The details given in brackets relate to previous year NOTE NO. 8 OTHER INTANGIBLE ASSETS
Notes:
(i) The Company has presently, decided not to opt for the New Tax Regime inserted as section 115BAA of the Income-tax Act, 1961 and enacted by the Taxation Laws (Amendment) Ordinance, 2019 (‘the Ordinance’) which is applicable from Financial Year beginning April 1, 2019. The Company has accordingly applied the existing tax rates in the financial statements for the year ended March 31, 2025
(ii) During Financial year 2017-18, the Company acquired the Human API and Commodity API businesses vide a NCLT approved Scheme of demerger. For purposes of recognising tax expenses and deferred tax balances in the books of account, the Company has considered Goodwill as non-tax deductible and the Company continued to apply the initial recognition exemption under Ind AS 12 "Income taxes”.
(iii) The Company has significant carried forward losses under income tax act. While the Company expects to increase operations in the future, in view of the significant carried forward losses and resulting impact on future taxable profits, the Company has written off Deferred tax assets (including MAT credit entitlement) amounting to 78.54 crores during the previous year ended March 31, 2024 and also, the Company has restricted the recognized Deferred Tax Asset up to the amount of the Deferred Tax Liability.
(iv) Based on legal advice received by the Company, the Company has claimed in its income tax returns, depreciation on Goodwill and Product Portfolios relating to both businesses acquired through the aforesaid demerger. These claims were disallowed by the assessing officer. The Company has preferred appeal with Commisisoner of income tax (appeals). Order against appeal had been passed vide order dated April 18, 2024, confirming disallowance of depreciation on goodwill & product portfolio and the Company has filed an appeal before the ITAT against it on May 06, 2024.The Company has not recognised deferred tax assets in the books of account in respect of claims relating to depreciation on the Goodwill relating to both the businesses and Product portfolio (relating to the Commodity API business). While the Company has consistently taken a view as aforesaid in the books of account, the Company has been legally advised that the claims made in the tax returns are tenable. As at March 31, 2025, the potential unrecognised claims in respect of the above is amounting to '600.38 Crores ('591.22 crores as on March 31, 2024). The benefit of these tax credits will be evaluated and recognized in the year in which, based on management’s best judgement, such credits are confirmed to be available for future set offs against taxable profits. Also refer note 38, regarding income tax litigations.
(v) In addition to above, the Company has not recognised deferred tax assets '160.04 crores as on March 31, 2025 ('173.93 crores as on March 31, 2024) relating to carried forward loss (including unabsorbed depreciation) as there is no reasonable certainty that sufficient future taxable income will be available against which such deferred tax asset can be realised.
Employee Stock Option Scheme (ESOP 2018)
The ESOP titled "Solara Employee Stock Option Plan 2018” (ESOP 2018) was approved by the shareholders and stock exchanges. 1,228,778 options are covered under the plan which are convertible into equal number of equity shares of the Company. The vesting period of these options range over a period of three years. The options must be exercised within a period of 120 days from the date of vesting. The Company has granted 110,200 options (March 31, 2024: 250,000 options) under this plan during the current year.
Employee Stock Option Scheme (ESOP 2024)
The ESOP titled "Solara Employee Stock Option Plan 2024” (ESOP 2024) was approved by the shareholders and stock exchanges.960,000 options are covered under the plan which are convertible into equal number of equity shares of the Company. The vesting period of these options range over a period of three years. The options must be exercised within a period of 120 days from the date of vesting. The Company has granted 350,000 options (March 31, 2024: Nil) under this plan during the current year.
During the current year, employee compensation costs of '2.68 Crores (Previous year: '0.60 Crores) relating to the above referred Employee Stock Option Plans have been charged to the Statement of Profit and Loss.
Fair value of share options granted during the year
The fair value of the share options were priced using a Black-Scholes model of valuation at grant date.The assumptions used in this model for calculating fair value of the ESOP granted during the year are as below:
Financial risk management objectives
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
44.3 Foreign currency risk management
The Company is exposed to foreign exchange risk due to:
- debt availed in foreign currency
- exposure arising from transactions relating to purchases, revenues, expenses, etc., to be settled (within and outside the group) in currencies other than the functional currency (i.e. Indian rupees).
The carrying amount of the Company’s foreign currency denominated monetary liabilities (payables) and assets (receivables) as at the end of reporting period are as under:
Interest rate sensitivity analysis
Financial instruments affected by interest rate changes include secured long term loans from banks and secured short term loans from banks. The impact of a 1% change in interest rates on the profit of an annual period will be '7.76 Crores (March 31, 2024: '9.99 Crores) assuming the loans at each year end remain constant during the respective years. This computation does not involve a revaluation of the fair value of loans as a consequence of changes in interest rates. The computation also assumes that an increase in interest rates on floating rate liabilities will not necessarily involve an increase in interest rates on floating rate financial assets.
44.5 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 as a means of mitigating the risk of financial loss from defaults. The Company has an internal mechanism of determining the credit rating of the customers and setting credit limits. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually. Ongoing credit evaluation is performed on the financial condition of accounts receivable.
The Company is not significantly exposed to geographical credit risk as the counterparties operate across various countries across the globe.
Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
44.6 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.
(i) Explanation for variances exceeding 25%:
(a) Decrease in Debt-Equity ratio is due to decrease in current borrowings
(b) Increase in Debt Service Coverage ratio is on account of increase in Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)
(c) Increase in Return on Equity ratio is on account of increase in Net profit (PAT)
(d) Increase in Trade receivables turnover ratio is on account of reduction in Trade receivables
(e) Decrease in Net capital turnover ratio is on account of decrease in Working capital
(f) Increase in Net profit ratio is on account of increase in Net profit (PAT)
(g) Increase in Return on capital employed ratio is on account of increase in Earnings Before Interest and Taxes (EBIT)
Definitions:
Debt is defined as non-current borrowings, current maturities of non-current borrowings and current borrowings and includes lease liabilities
Equity is defined as Equity share capital and Other equity.
Tangible Equity is defined as Equity share capital and Other equity less Goodwill less Intangible Assets Earnings before interest,taxes, depreciation and amortisation (EBITDA) is defined as:
Profit for the year before exceptional items and taxes (add) Depreciation and Amortisation (add) Finance costs (less) interest income
Debt repayment is defined as non-current borrowings repaid during the year Interest payments is defined as interest paid on borrowings during the year Net profit (PAT) is defined as Profit for the year after tax
Cost of goods sold is defined as Cost of materials consumed, Purchases of stock-in-trade and Changes in inventories of finished goods and work-in-progress
Sales Turnover is defined as Sale of products and Sale of services Earnings before interest and taxes (EBIT) is defined as:
The Code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Company will complete its evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules are published.
NOTE NO. 49 OTHER STATUTORY INFORMATION
(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(b) The Company does not have any transactions with companies struck off.
(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,
(d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(e) The Company has no transaction 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).
(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 willful 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:
(A) 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
(B) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(i) 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:
(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,
With effect from 1 April 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for companies to maintain an audit trail throughout the year for transactions impacting books of accounts.
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 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 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. 51
There was a fire accident at the Company Puducherry facility on November 04, 2023 whereby 3 blocks out of the total 76 blocks were impacted by the fire. The resultant fire caused injuries to 14 workers and 12 workers were recovered and discharged while 2 succumbed to injuries despite maximum efforts put to recover them. The fire also caused damages to the plant and equipment amounting to '2.25 crores, inventories amounting to '51.35 crores, Goods and service tax reversal on inventory loss amounting to '752 crores and other expense such as medical expenses etc. amounting '1.38 crores.The losses arising on account of the fire incident have been accounted under exceptional item during the previous year ended March 31, 2024. There was disruption in the production at the Puducherry facility for a brief period and production was resumed after receiving the statutory approvals post the tire incident.The Company has submitted the initial insurance claims which are subject to assessment by the Insurers, pending which, the claim has not been recognised in these standalone financial statements. The insurance claim will be accrued once there is certainty of the amount expected to be reimbursed by the Insurers.
NOTE NO. 52
The Board of the Company had approved the transfer of 100% shareholding in Sequent Penems Private Limited, a wholly owned subsidiary, through a circular resolution dated March 22, 2024. The share purchase agreement was executed on March 28, 2024, for a cash consideration of '12.50 crores. The Company had a carrying value of investment in this subsidiary of '14.30 crores. Hence, the Company has accounted for an impairment on the nvestment in this subsidiary amounting to '1.80 crores during the previous year ended March 31, 2024. The shares were transferred on April 25, 2024.
Due to the above sale, certain assets of the Company were no longer usable. Hence, the Company had written off these assets, amounting to '2.53 crores and disclosed under exceptional items during the previous year ended March 31, 2024.
NOTE NO. 53
The Company, vide its letter of offer dated May 09, 2024 offered upto 1,19,98,755 Equity shares of face value of '10/- each at a price of '375 per Equity share (including Share premium of '365 per Equity share) for an amount aggregating '449.95 crores to the existing share holders of the Company on right basis in the ratio of One Equity share for every three Equity shares held by the Equity shareholders on the record date i.e May 15, 2024. Rights issue has been done in accordance with Section 62(1)(a) of the Companies Act and other applicable laws. The Company has allotted 1,19,98,755 Nos. of partly paid up equity shares on June 19, 2024.
Out of net proceeds from allotment, '118.61 crores is used against repayment of borrowings, '35.87 crores towards general corporate purposes in line with terms of utilization mentioned in letter of offer.
Pursuant to the Rights issue, earnings per share (EPS) in repect of previous year have been adjusted as per Indian Accounting Standard 33 “Earnings per share”, prescribed under Section 133 of the Companies Act, 2013.
The Board of Directors of the Company at its meeting held on January 24, 2025 had discussed a proposal to explore ‘demerger of the CRAMS and Polymers business into an independent listed entity’ and granted in-principle approval for the same.
NOTE NO. 55
According to management’s evaluation of events subsequent to the balance sheet date there were no significant adjusting events that occured other than those disclosed/given effect to, in these financial statements as of March 31, 2025.
NOTE NO. 56
On May 07, 2025, the Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting Standards) Amendment Rules, 2025. This notification has resulted into amendments in the "Indian Accounting Standard (Ind AS) 21 - The Effects of Changes in Foreign Exchange Rates ” which are applicable to the Company from April 01, 2025.The Company is in the process of evaluating the impact of the this amendments on the Company’s financial statements.
NOTE NO. 57
All the amounts included in the standalone financial statements are rounded off to the neareast crores, except per share data and unless stated otherwise. Further, due to rounding off, certain amounts are appearing as ‘0’.
For and on behalf of Board of Directors
Sandeep Rao M Mohan Sarat Kumar Pooja Jaya Kumar
Managing Director & Chief Executive Officer Executive Director Chief Financial Officer Company Secretary
DIN: 10838251 DIN: 03610282 Membership Number: A57415
Place : Bengaluru Date : May 15, 2025
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