(xv) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and are reliable estimate can be made of the amount of the obligation. As the timing of outflow of resources is uncertain, being dependent upon the outcome of the future proceedings, these provisions are not discounted to their present value.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are neither recognised nor disclosed in the Standalone Financial Statements since this may result in the recognition of income that may never be realised.
(xvi) Earnings Per Share
Basic earnings per equity share is computed by dividing the profit or loss for the period attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed by adjusting the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, for the effects of all dilutive potential equity shares, if any.
(xvii) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(i) Initial recognition
The company recognises the financial assets and financial liabilities when it becomes party to the contractual provision of the instruments. All financial assets and liabilities are recognised at fair value on initial recognition except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets and or issue of financial liabilities that are not recognized at fair value through profit or loss, are added to or reduced from the fair value of the financial assets or financial liabilities, as appropriate. Transaction cost directly attributable to the acquisition of financial assets and financial liabilities recognized at fair value through Profit or Loss are recognised immediately in the Statement of Profit and Loss.
(ii) Subsequent measurement
For the purposes of subsequent measurement, financial instruments are classified as follows:
A. Non-derivative financial instruments (a) Financial assets carried at amortized cost
A financial asset is subsequently measured at amortized cost if it is held with a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's gross carrying amount.
The carrying amounts of financial assets that are subsequently measured at amortised cost are determined based on the effective interest method less any impairment losses.
(b) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held with a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's gross carrying amount.
Fair value movements are recognised in the other comprehensive income (OCI) until the financial asset is derecognised. On de-recognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the profit or loss.
(c) Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories are subsequently measured at fair valued through profit or loss.
Dividend and interest income from such instruments is recognized in the statement of profit and loss, when the right to receive the payment is established.
Fair value changes on such assets are recognised in the statement of profit and loss.
(d) Investment in Subsidiary and Associates
Investment in subsidiary and associates is carried at cost less provision for impairment, if any. Investment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of investment exceeds its recoverable amount.
(e) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination or is held for trading or it is designated as at FVTPL which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amount approximates fair value due to the short maturity of these instruments.
All changes in fair value in respect of liabilities measured at fair value through profit and loss are recognised in the statement of profit and loss.
B. Derivative financial instruments
The company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank. Although the company believes that these derivatives constitute hedges from an economic perspective,
they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss. Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are charged to Statement of Profit and Loss.
C. Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received. Incremental costs directly attributable to the issuance of equity instruments and buy back of equity instruments are recognized as a deduction from equity, net of any tax effects.
(iii) Impairment of Financial Assets
Financial assets that are carried at amortized cost and fair value through other comprehensive income (FVOCI) are assessed for possible impairments basis expected credit losses taking into account the past history of recovery, risk of default of the counterparty, existing market conditions etc. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition. Expected Credit Losses are measured through a loss allowance at an amount equal to:
• 12-months expected credit losses (expected credit losses that result from
those default events on the financial instrument that are possible within 12 months after the reporting date); or • Lifetime expected credit losses (expected credit losses that result from all possible default events over the life of financial instruments).
For trade receivables or any contractual right to receive cash or another financial asset that result from transaction that are within the scope of Ind AS 115 and Ind AS 116, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.
(iv) De-recognition
A financial asset (or, a part of a financial asset) is primarily derecognized when:
(i) The contractual right to receive cash flows from the financial assets expire, or
(ii) The company transfers the financial assets or its right to receive cash flow from the financial assets and substantially all the risks and rewards of ownership of the asset to another party.
On de-recognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received/receivable is recognised in the profit or loss.
A financial liability (or, a part of financial liability) is derecognized when the obligation specified in the contract is discharged or cancelled or expires.
On de-recognition of a financial liability, the difference between the carrying amount of the financial liability de-recognised and the consideration paid/payable is recognised in profit or loss.
(v) Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.
(vi) Write-off
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof.
(xviii) Statement of Cash flows
The statement of cash flows is prepared in accordance with the Indian Accounting Standard (Ind AS) - 7 "Statement of Cash flows" using the indirect method for operating activities whereby profit for the period is adjusted for the effects of transaction of a non-cash nature, and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.
(xix) Cash and cash equivalents
The Cash and cash equivalent in the balance sheet comprise balance at banks and cash on hand and short-term deposits with original maturity period of three months or less from the acquisition date, which are subject to an insignificant risk of changes in value.
(xx) Dividends
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Board of Directors.
2.4 Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) require management to make judgements, estimates and assumptions in the application of accounting policies that affect the reported amount of income, expenses, assets and liabilities and disclosure of contingent liabilities.
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 and the effect of revision to accounting estimates is recognized prospectively from the period in which the estimate is revised.
The following are the areas of critical judgements, estimates and assumptions that the management has made in the process of preparation of Standalone Financial Statements and that have the significant effect on the amounts recognised in the Standalone Financial Statements:
Useful lives of property, plant and equipment
The estimated useful lives of property, plant and equipment are based on a number of factors including the effects of obsolescence, internal assessment of user experience and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditure required to obtain the expected future cash flows from the asset. The Company reviews the useful life of property, plant and equipment at the end of each reporting date.
Defined benefit plans and other post-employment benefits
The cost of the defined benefit plan and other post-employment benefits and the present value of such 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 etc. 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.
Provisions/Contingencies
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claims/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy. The Company annually assesses such claims and monitors the legal environment on an ongoing basis, with the assistance of external legal counsel, wherever necessary.
Fair Value measurements
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair values are measured using valuation techniques, including the discounted cash flow model, underlying asset model, comparable companies multiple method and comparable transaction method which involve various judgements and assumptions.
Current tax and Deferred tax
Significant judgement is required in determination of provision for current tax and deferred tax e.g. determination of taxability of certain incomes and deductibility of certain expenses etc. The carrying amount of income tax assets/liabilities is reviewed at each reporting date. The factors used in estimates may differ from actual outcome which could lead to signification adjustment to the amounts reported in financial statements.
Inventories
Management estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by market driven changes.
2.5. Current - non-current classification
All assets and liabilities have been classified as current and non-current on the basis of the following criteria:
Assets
An asset is classified as current when it satisfies any of the following criteria:
a) it is expected to be realised in, or is intended for sale or consumption in, the company's normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) it is expected to be realised within 12 months after the reporting date; or
d) It is cash or cash equivalent unless it is restricted from being exchanged or use to settle a liability for at least 12 months after the reporting date. Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
a) it is expected to be settled in the company's normal operating cycle;
b) it is held primarily for the purpose of trading;
c) it is due to be settled within 12 months after the reporting date; or
d) There is no unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current
Operating cycle
Operating cycle is the time between the acquisition of assets for processing/servicing and their realization in cash or cash equivalents. The normal operating cycle is considered as twelve months.
. Applicability of new and revised Ind AS
Ministry of Corporate Affairs ("MCA") notifies new accounting standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. As at March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
b) Terms/rights attached to equity shares
Company has only one class of equity shares having a par value of H2 each (Post sub-division of equity shares). Each holder of equity shares is entitled to one vote per share. The dividend (if any) proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note (i): Update regarding sub-division of equity Shares (New Face Value H2 per equity share):
(a) Pursuant to approval granted by the Shareholders of HEG Limited through Postal Ballot on 20-09-2024, for the Sub-Division of one (1) equity share of HEG Limited ('Company') of Face Value of H10 each into five (5) equity shares of Face Value of H2 each, necessary post sub-division credits have been made to the shareholders holding shares in demat form as on record date through NSDL/CDSL system and new share certificates have been issued to the shareholders having shares in physical form. Record Date for the said Sub-Division was 18-10-2024.
(b) As a result of above said sub-division, Promoter/Promoter Group shareholding has been changed from 2,15,27,974 equity shares of Face Value of H10 each to 10,76,39,870 equity shares of Face Value of H2 each (Ratio 5 : 1). Pre and Post sub-division holding percentage is appearing same i.e. 55.78%. There was no change in percentage holding of Promoter/Promoter Group.
(c) Total paid up share capital (in equity shares) has been changed from 3,85,95,506 equity shares of Face Value of H10 each to 19,29,77,530 equity shares of Face Value of H2 each. There was no change in paid up share capital (Pre and Post sub-division of equiry shares) in Rupees i.e. H38,59,55,060.
Note (ii): Update regarding Promoter/Promoter Group shareholding:
(a) Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited) has shown as share holder of 28.95% by way of acquisition of 5,58,73,775 shares from promoter group companies through off market transfer pursuant to Scheme of Arrangement approved by Hon'ble NCLT, Kolkata Bench, therefore became member of promoter group of HEG Limited pursuant to provisions of Regulation 2 (1) (q) of SEBI SAST Regulations, 2011 read with Regulation 2 (1) (pp) (iii) of SEBI ICDR Regulations, 2018. The Promoter Group Companies of HEG Limited amalgamated pursuant to above NCLT Order were Bharat Investment Growth Limited, Dreamon Commercial Private Limited, Giltedged Industrial Securities Limited, Investors India Limited, India Texfab Marketing Limited, Jet (India) Private Limited, LNJ Financial Services Limited, M.L. Finlease Private Limited, Purvi Vanijya Niyojan Limited, Raghav Commercial Limited and Shashi Commercial Company Limited. In this regard, necessary disclosures under the SEBI (SAST) Regulations, 2011 and the SEBI (PIT) Regulations, 2015 have already been made to BSE Limited and National Stock Exchange of India Limited alongwith the required explanation.
(b) As a result of the above said Scheme of Arrangement duly sanctioned by Hon'ble NCLT, Kolkata Bench, the above said 11 (Eleven) Promoter Group Companies of HEG Limited were amalgamated into Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited). The same has been disclosed in the shareholding pattern for year ended 31st March, 2025 under the Category "Statement showing shareholding pattern of the Promoter and Promoter Group”.
1 O • r-m Ý Ý Ý I
Note 37: Segment information
The Company's Chief Operational Decision Makers consisting of Executive whole time director (CEO) examines the Company's performance both from product and geographic perspective and has identified two segments, i.e., Graphite electrodes (including other carbon products) and Power. The business segments are monitored separately for the purpose of making decisions about resource allocation and performance assessment.
The reportable segments are:
• Graphite Electrodes (including other carbon products)- The segment comprises of manufacturing of graphite electrodes.
• Power Generation - The segment comprises of generation of power for sale.
Segment measurement
The measurement principles for segment reporting are based on Ind AS 108. Segment's performance is evaluated based on segment revenue and profit/loss from operating activities. Operating revenues and expenses related to both third party and inter-segment transactions are included in determining the segment results of each respective segment.
Inter segment transactions are carried out at arm's length price.
6) The Company's major sales are export based which is diversified in different countries and no single customer contributes more than 10% of the total Company's revenue in 2024-25 and 2023-24
7) The Company has business operations only in India and does not hold any non current asset outside India.
8) For the purpose of reporting as per the requirements of Ind AS 108 'Operating Segments', until the last financial year, the 'Power Segment' comprised of two Thermal Power Plants having total capacity of 63 MW at Mandideep, Bhopal (MadhyaPradesh) and a Hydro Power Plant having capacity of 13.5 MW at Tawa Nagar, District Hoshangabad (Madhya Pradesh). Keeping in view the intended future use of the Thermal Power Plants exclusively to meet the power requirement of graphite business, the thermal power plants have been considered as a part of 'Graphite Segment' w.e.f. current financial year. Further the Hydro Power Plant is considered a separate segment and is being continued to be disclosed under 'Power segment' for reporting as per Ind AS 108 'Operating Segments', Accordingly, Previous year figures relating to these have been rearranged/regrouped, wherever considered necessary, to make them comparable with those of current year.
(B) Defined benefit plan
The Company sponsors funded defined benefit plan for qualifying employees. This defined benefit plan of gratuity is administered by a separate trust that is legally separate from the entity. The trust is responsible for investment policy with regard to the assets of the trust and the contributions are invested in a scheme with Life Insurance Corporation of India (LIC) as permitted by Law. The management of fund is entrusted with the LIC. The liability for employee gratuity is determined on actuarial valuation using projected unit credit method.
These plans typically expose the Company to actuarial risks such as Investment risk, Interest rate risk, Longevity risk and Salary risk.
(i) Investment risk
The probability or likelihood of occurrence of losses related to the expected return on investment. if the actual return on plan assets is below the expected return, it will create plan deficit.
(ii) Interest risk
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in value of the liability.
(iii) Longevity risk
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plans liability.
(iv) Salary risk
The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in rate of increase in 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.
The following table set out the funded status of the gratuity plan and amounts recognised in the balance sheet:
Note 45: Financial instruments and risk management 45A. Capital management
The Company's objective when managing capital are to:
(i) 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
(ii) Maintain an optimal capital structure to reduce the cost of capital
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.
The Company monitors capital using a gearing ratio, which is net debt (net of cash and cash equivalents) divided by total equity.
The Company is not subject to any externally imposed capital requirements.
(ii) Loan covenants:
In order to achieve overall objective of capital management, amongst other things, the management aims to ensure that it meets financial covenants attached to the loans and borrowings. The management carefully negotiates the terms and conditions of the loans and ensures adherence to all the financial covenants. Breaches in meeting the financial covenants would permit the bank to call loans and borrowings or charge some penal interest. There have been no breaches in the loan covenants of in respect of loans and borrowings during the year ended March 31,2025 and March 31,2024.
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying value largely due to the short-term maturities of these instruments.
(b) Fair value measurement
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of inputs used in determining fair values, the Company has classified its financial instruments into three levels prescribed under the accounting standards.
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation techniques:
Level 1: Quoted prices (unadjusted) in the active markets for identical assets or liabilities.
Level 2: Other techniques for which all the inputs have a significant effect on the recorded fair values are observable, either directly or indirectly.
Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.Sensitivity of Level 3 Financial Instruments is insignificant.
The following methods and assumptions were used to estimate the fair values:
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Investments in mutual funds/ fixed maturity Plans/bond funds: Fair value is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) declared by fund house.
Investment in market linked non-convertible debentures: Fair value is determined by reference to valuation provided by CRISIL.
Investment in infrastructure trust: Fair value is derived on the basis of valuation certificate by independent professional based on net asset at fair value approach, in this approach the net asset at fair value is used to capture the fair value of these investments.
Derivative contracts: The Company has entered into foreign currency contracts to manage its exposure to fluctuations in foreign exchange rates. These financial exposures are managed in accordance with the Company's risk management policies and procedures. Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data, i.e., mark to market values determined by the authorised dealers banks.
Note 45C Financial risk management
This note explains the risk which Company is exposed to and policies and framework adopted by the Company to manage these risks.
The Company's principal financial liabilities comprise borrowings, trade and other payables and the main purpose of these financial liabilities is to manage finances for the day to day operations of the Company. The Company's principal financial assets include trade and other receivables, and cash and bank balances that arise directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Board of Directors reviews and approves policies for managing each of these risks, which are summarized below.
(A) Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
(i) Foreign currency risk:
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and EURO. The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to accounts receivable and accounts payable. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts for speculative purposes.
(iii) Security price risk:
(a) Price risk:
The Company manages the surplus funds majorly through investments in debt based fixed maturity plans, mutual fund schemes, equity instruments and infrastructure trust. The price of investment in Fixed Maturity Plans, mutual fund schemes is reflected through net asset value (NAV) declared by the asset management Company on daily basis as reflected by the movement in the NAV of invested schemes. The price of investment in equity instruments is reflected through price listed on stock exchange. The price of investment in infrastructure trust is reflected through valuation certificate by the independent professional on quarterly basis where valuation is determined based on fair value of assets of trust as on date of valuation. The Company is exposed to price risk on such Investments.
(B) Credit risk:
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables, loans to employees and security deposits). Credit risk on cash and cash equivalents, other bank balances is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. The Company's credit risk in case of all other financial instruments is negligible.
To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.
The Company's major sales are export based which is diversified in different countries and none of the customer contributes 10% or more of the total Company's revenue for the financial year 2024-25 and 2023-24
(C) Liquidity risk:
Liquidity risk is defined as the risk that Company will not be able to settle or meet its obligation on time or at a reasonable price. The financial liabilities of the Company, other than derivatives, include loans and borrowings, trade and other payables. The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risk are overseen by senior management. Management monitors the Company's net liquidity position through rolling, forecast on the basis of expected cash flows.
Prudent liquidity risk management implies maintaining sufficient availability of standby funding through an adequate line up committed credit facilities to meet financial obligations as and when due.
Note 52
The Company has taken borrowings from banks on the basis of security of current assets. The quarterly returns/statements
filed by the Company with the banks are in agreement with the books of account.
Note 53: Disclosures required as per Schedule III to the Companies Act,2013
(i) The Company did not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year.
(ii) No proceeding have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988).
(iii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(iv) No funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(v) No funds have been received by the Company 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 directly or indirectly lend or invest in other persons or entities in any manner whatsoever by or on behalf of the funding party ("Ultimate beneficiaries") or provide ny guarantee, security or the like on behalf of the ultimate beneficiaries.
(vi) During the financial year, the Company has not traded or invested in Crypto currency or virtual currency.
(vii) The Company does not have any charge or satisfaction thereof which is pending for registration with ROC beyond the statutory period.
(viii) The Company has utilised the borrowings from banks and financial institutions for the specific purpose for which it was taken.
(ix) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961(such as search, survey or any other relevant provisions of the Income Tax Act, 1961.
Note 54:
The Board of Directors of the Company at its meeting held on 22 May 2024 had approved the Composite Scheme of
Arrangement amongst HEG Limited ("the Company") and HEG Graphite Limited ("Resulting Company") and Bhilwara Energy
Limited ("Transferor Company") and their respective shareholders and creditors ("Scheme").
The proposed Scheme inter alia provides for:
(a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Company on a going concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company in consideration thereof, and
(b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to the shareholders of the Transferor Company (except the Company itself) in consideration thereof. The Appointed Date for the Scheme is 1st April 2024.
Thereafter, the Company had filed the requisite application with the stock exchanges (viz. BSE Limited and National Stock Exchange of India Limited) under Regulation 37 of the listing Regulations ("Regulation 37 Application").
Taking into consideration the business needs, the board of directors of the Transferor Company vide its resolution dated 10 March 2025 has approved the execution of definitive agreements in connection with the issue of further shares to proposed investors.
In view of the aforesaid, the companies involved in the Scheme have modified the Scheme basis SEBI's observation, after taking into account, inter alia, the updated valuation reports issued by the registered valuer and fairness opinion issued by the merchant banker on the modified scheme.
The Company has thereafter filed fresh Regulation 37 application with the stock exchanges in relation to the modified Scheme. The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, including BSE Limited, National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the Companies involved in the Scheme.
Pending receipt of final approvals, no adjustments have been made in the financial statements for the year ended 31st March 2025.
See accompanying notes to the standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors
For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati
Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director
Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512
Sunny Singh Shekhar Agarwal Satish Chand Mehta
Partner Director Director
Membership No. 516834 DIN: 00066113 DIN: 02460558
Ravi Kant Tripathi Vivek Chaudhary
Place : Noida(U.P) Chief Financial Officer Company Secretary
Date : May 19, 2025 Membership No. A13263
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