(m) Provisions and contingent liabilities
Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
(n) Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet comprise balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purposes of the cash flow statement, cash and cash equivalents include balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft.
(o) 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) Financial assets
(I) Initial recognition and measurement
At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
(II) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
a) at amortized cost; or
b) at fair value through other comprehensive income; or
c) at fair value through profit or loss.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method (EIR).
Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets'cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method.
Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.
Equity instruments: All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument- by¬ instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.
(III) Impairment of financial assets
In accordance with Ind AS 109, Financial Instruments, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVOCI.
For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.
Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the year end.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.
I n general, it is presumed that credit risk has significantly increased since initial recognition if the payment is more than 30 days past due.
ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the Statement of Profit and Loss. In Balance Sheet ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the Balance Sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
(IV) Derecognition of financial assets
A financial asset is derecognized only when
a) the rights to receive cash flows from the financial asset is transferred or
b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.
(ii) Financial liabilities(I) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs.
(II) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains
or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.
Borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.
Borrowing Cost: Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
(III) Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss as finance costs.
(iii) Offsetting financial instruments
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 recognized amounts and there is an intention to settle on a net basis or realize 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.
(p) Employee Benefits(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are recognized in respect of employees' services up to the end of the year and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the Balance Sheet.
(ii) Defined contribution plan
Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.
Employee's State Insurance Scheme: Contribution towards employees' state insurance scheme is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions
made on a monthly basis which are charged to the Statement of Profit and Loss.
(iii) Defined benefit plans Gratuity
The Company provides for gratuity, a defined benefit plan (the 'Gratuity Plan') covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.
The present value of the defined benefit obligation denominated in ' is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The estimated future payments which are denominated in a currency other than ', are discounted using market yields determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They
are included in retained earnings in the statement of changes in equity and in the Balance Sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
Compensated absences
Accumulated compensated absences are treated as short term employee benefits since the Company does not have an conditional right to defer settlement for any of the obligations beyond 12 months. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.
The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognized in the statement of profit and loss in the year in which they arise. Leaves under define benefit plans can be encashed only on discontinuation of service by employee.
(iv) Other long-term employee benefit obligations
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.
(q) Earnings Per Equity Share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company's earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year. The weighted average number of
equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects 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 ('CODM'). The Board of directors monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the Summary Statements.
The operating segments have been identified on the basis of the nature of products/services. Further:
i. Segment revenue includes sales and other income directly identifiable with / allocable to the segment including inter - segment revenue. Expenses that are directly identifiable with / allocable to segments are considered for determining the segment result.
ii. Expenses which relate to the Company as a whole and not allocable to segments are included under un-allocable expenditure.
iii. I ncome which relates to the Company as a whole and not allocable to segments is included in unallocable income.
iv. Segment results includes margins on inter¬ segment sales which are reduced in arriving at the profit before tax of the Company.
v. Segment assets and liabilities include those directly identifiable with the respective segments. Unallocable assets and liabilities represent the assets and liabilities that relate to the Company as a whole and not allocable to any segment.
vi. Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on a negotiated business.
(s) Business combinations
The Company accounts for acquisitions of businesses (other than acquisitions of equity interests in entities, which are recognised as investments in accordance with Ind AS 27) using the acquisition method prescribed under Ind AS 103 Business Combinations, with effect from the acquisition date, being the date on which control over the acquired business passes to the Company.
Consideration transferred for the acquired business is measured at its acquisition date fair value and comprises the fair value of assets transferred, liabilities incurred to the former owners of the acquired business and equity instruments issued by the Company, together with the acquisition date fair value of any contingent consideration arrangement and, where the business combination is achieved in stages, the acquisition date fair value of any equity interest in the acquired business previously held by the Company. Any gain or loss arising on remeasurement of such previously held interest is recognised in profit or loss, or in other comprehensive income where the previously held interest was so classified.
Acquisition-related costs are recognised as an expense in the period in which the costs are incurred and the services are received, except for costs of issuing debt or equity instruments,
which are accounted for in accordance with Ind AS 109 Financial Instruments and Ind AS 32 Financial Instruments: Presentation.
Identifiable assets acquired and liabilities and contingent liabilities assumed in the business combination are measured at their acquisition date fair values. Contingent liabilities representing a present obligation arising from past events are recognised at fair value at the acquisition date, even where the outflow of resources embodying economic benefits is not probable, provided their fair value can be measured reliably. Financial assets acquired and financial liabilities assumed are classified and designated on the basis of the contractual terms, economic conditions, the Company's operating and accounting policies and other pertinent conditions existing at the acquisition date, and embedded derivatives in host contracts of the acquired business are separated where required by Ind AS 109.
Goodwill arising on a business combination represents the excess of the consideration transferred over the Company's interest in the net fair value of the identifiable assets acquired and liabilities and contingent liabilities assumed at the acquisition date. Goodwill is recognised as an intangible asset, is not amortised and is tested for impairment annually, and whenever there is an indication of impairment, in accordance with Ind AS 36 Impairment of Assets. Impairment losses on goodwill are recognised in the statement of profit and loss and are not reversed in subsequent periods.
Where the net fair value of the identifiable assets acquired and liabilities and contingent liabilities assumed exceeds the consideration transferred, the Company reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the excess remains after that reassessment, it is recognised in other
comprehensive income on the acquisition date and accumulated in equity as a capital reserve.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (not exceeding twelve months from the acquisition date) to reflect new information obtained about facts and circumstances that existed as at the acquisition date and, if known, would have affected the amounts recognised as at that date.
(t) All amounts disclosed in financial statements and notes have been rounded off to the nearest thousands as per requirement of Schedule III of the Act, unless otherwise stated.
2B SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.
The key assumptions concerning the future and other key sources of estimation uncertainty at the year end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
(a) Useful lives of property, plant and equipment, right-of-use assets and intangible assets
The Company reviews the useful life of property, plant and equipment, right-of-use assets and intangible assets at the end of each reporting period. This reassessment may result in change in depreciation and amortisation expense in future periods.
(b) Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
(c) Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements.
(d) Fair value measurements of financial instruments
When the fair value of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including Discounted Cash Flow Model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risks, credit risks and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
(e) Defined benefit plans (gratuity benefits)
The cost of the defined benefit plans such as gratuity and compensated absences are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each year end.
The principal assumptions are the discount and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis. For details refer Note 41.
(f) Allocation of consideration over the fair value of assets and liabilities acquired in a business combination
Assets and liabilities acquired pursuant to business combination are stated at the fair values determined as of the date of acquisition. The carrying values of assets acquired are determined based on estimate of a valuation carried out by independent professional valuers appointed by the Company. The values have been assessed based on the technical estimates of useful lives of tangible assets and benefits expected from the use of intangible assets. Other assets and liabilities were recorded at values that were expected to be realised or settled respectively.
2C NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE COMPANY
Ministry of Corporate Affairs ('MCA') notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
The Ministry of corporate Affairs ("MCA”) notified amendments on May 07 2025 and August 13 2025 under the Companies (Indian Accounting Standards) Amendment Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which is effective from annual reporting periods beginning on or after April 01 2025.
(a) Amendment to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangement:
The amendments to Ind AS 7 'Statement of Cash Flows' and Ind AS 107 'Financial Instruments: Disclosures' clarify the characteristics of supplier finance arrangements and require additional disclosures for such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
The Company does not have any supplier finance arrangement during the reporting period.
(b) Amendments to Ind AS 1 - Classification of liabilities as current or non-current and non-current liabilities with covenants:
The amendments aim to clarify the below:
(a) An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
(b) If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period;
(c) In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.
These amendments have no effect on the measurement of any items in the financial statements of the Company. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1.
(c) Amendment to Ind AS 12 - Pillar-Two Tax Reforms
The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation has not yet been enacted in any of the jurisdiction in which the Company operates.
(d) Amendment to Ind AS 21-Lack of exchangeability
The Amendments introduces requirement to assess when a currency is exchangeable into another currency and when it is not. The amendment requires an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments had no effect on the financial statements of the Company.
The below amendments are notified but not yet effective:
(a) Amendment to Ind AS 1 'Presentation of Financial Statements'- Classification of Liabilities as current or non-current and non-current liabilities with covenants:
The amendment includes specific provisions that will take effect for reporting periods beginning on or after April 01 2026, retrospectively, as outlined below:
(i) Breach of material covenant for long-term loan arrangement on or before end of reporting period with effect that liability becomes payable on demand as on reporting date, then it shall be classified as current liability, if lender agreed after reporting period and before approval
of financial statements to not demand payment as a consequence of breach.
(ii) Classify as non-current liability, if lender agreed by end of reporting period to provide grace period ending at least 12 months after reporting period within which entity can rectify the breach provided lender does not demand immediate repayment.
(iii) Disclose information about the timing of settlement to understand the impact of the liability on the financial statements. The Company does not expect this amendment to have an impact on its operations or financial statements.
NOTE:
(i) Refer note 19 for information on property, plant and equipment hypothecated as security for borrowing facilities availed by the Company.
(ii) Refer note 40(B) for details on contractual commitments for acquiring property, plant and equipment.
(iii) Freehold land includes an amount of ' 109.22 million on account of revaluation carried out prior to April 01 2016.
(iv) Leasehold land pertains to industrial land obtained on lease at Kalyani, West Bengal State, unexpired lease period being in excess of 900 years, hence no depreciation has been considered. Further, it also includes an amount of ' 122.74 million on account of revaluation carried out prior to April 01 2016.
Notes:Company as a Lessee
(a) The Company as a lessee has obtained certain assets such as immovable properties on various leasing arrangements for the purposes of setting-up gas filling stations, offices and guest houses. With the exception of short-term leased underlying assets, each lease is reflected on the Balance Sheet as a right-to-use asset and a lease liability. The Company has presented its right-of-use assets separately from other assets. Each lease contain an option to extend the lease for a further term.
Note:
Company as a Lessor (Finance Lease) - Ind AS 116
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement. The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry. Receivables under long-term arrangements involving use of dedicated assets are based on the underlying contractual terms and conditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification. Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease. The income arising on account of finance lease arrangement is ' 188.71 million (March 31 2025 - ' 46.24 million)
our Company has been split into five Equity Shares having face value of ' 2 each. Accordingly, the issued, subscribed and paid up capital of our Company was sub-divided from 6,546,780 equity shares of face value having ' 10 each to 32,733,900 Equity Shares of face value of ' 2 each.
(**) During the previous financial year, the Company has allotted 98,201,700 equity shares having face value of ' 2 each as bonus shares in proportion of three (3) new bonus equity shares having face value of ' 2 each for every one (1) equity share having face value of ' 2 each. This has been approved by the Board of Directors of the Company and the Shareholders on April 01 2024 and April 29 2024, respectively.
(***) During the current financial year, the Company concluded its Initial Public Offer ('IPO') of 21,313,130 equity shares having face value ' 2 each at an issue price of ' 400 per equity share (including a share premium of ' 398 per equity share), aggregating to ' 8,525.25 million. The IPO comprised of fresh issue of 10,000,000 equity shares amounting to ' 4000.00 million and an offer for sale of 11,313,130 equity shares by the selling shareholders amounting to ' 4525.25 million.
(c) Rights attached to the Equity shares Equity shares:
The Company has a single class of equity share with par value of ' 2/- per share (March 31 2025 - ' 2/- per share). Accordingly, all equity shares rank equally with regard to dividends and shares in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder is in proportion to its share of the paid-up equity capital of the Company.
On winding up of the Company, the shareholders of the equity shares will be entitled to receive the residual assets of the Company remaining after distribution for all preferential amounts in proportion to the number of equity shares held.
(a) General reserve: The Company has transferred a portion of the net profit to general reserve pursuant to the erstwhile provisions of the Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.
(b) Retained earnings: It comprises of Company's undistributed earnings after taxes. It also includes remeasurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to profit and loss.
(c) Securities premium: It represents the excess of the issue price of equity shares over their face value and is disclosed under the head "Other Equity - Securities Premium” in the Balance Sheet. Additions and deductions during the year are disclosed separately in accordance with Schedule III to the Companies Act, 2013.
(d) Capital Reserve: Comprises of the amounts recognised pursuant to business combination in the Company during current and previous financial years.
(e) Capital redemption reserve: Represents reserve created out of surplus profits during earlier years upon redemption of preference shares.
(f) Revaluation reserve: Gains/losses arising on the revaluation of the Company's owned properties. On disposal of the asset, the balance of the revaluation reserve is transferred to retained earnings.
(g) Equity instruments through OCI: The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. The Company transfers amounts from this reserve to retained earnings when the underlying equity securities are derecognised.
(a) From Banks: Consists of below:
(i) During the current financial year, the Company has utilised proceeds from its Initial Public Offer ('IPO') towards repayment of term loans, amounting to ' 1258.97 million, carrying a rate of interest ranging between 7.16% - 8.80% p.a (March 31 2025: 8.16% - 9.00% p.a).
(ii) Term loan amounting to ' 39.17 million (March 31 2025 - ' 49.94 million) repayable in 78 monthly equal instalments of ' 3.59 million each, beginning January 2026 and carries a rate of interest of 8.00%-8.73% p.a. (March 31 2025 - 9.00% p.a.);
(iii) Term loan amounting to ' 182.44 million (March 31 2025- ' Nil) repayable in 76 monthly instalments each, beginning January 2027 and carries a rate of interest ranging between 7.85% - 8.40% p.a. (March 31 2025 - Nil)
(iv) Term loan amounting to ' 76.15 million (March 31 2025- ' Nil) repayable in 25 quarterly instalments each, beginning June 2027 and carries a rate of interest ranging between 8.15% p.a. (March 31 2025 - Nil)
(v) Hedged foreign currency loan amounting to ' 138.11 million (March 31 2025- ' Nil) repayable within January 2027 and carries a interest rate of 7.00% p.a. (March 31 2025- Nil)
(vi) Unhedged foreign currency loan amounting to ' 87.88 million (March 31 2025- ' Nil) repayable within March 2027 and carries a interest rate of 3.97% p.a. (March 31 2025- Nil)
(b) From Others: Consists of term loan amounting to ' Nil (March 31 2025 - ' 100.00 million) repaid during the month of July 2025 out of IPO proceeds and carried a rate of interest between 9.55% p.a. until full and final repayment, (March 31 2025 - 9.20% - 9.40% p.a.).
(c) Security: Aforementioned facilities as referred to in notes (a) and (b) are secured with lead bank having a first-charge, other bank and other non-banking financial company ("NBFC”) having a first pari-passu charge on trade receivables, inventories, certain items of property, plant and equipment of the Company along with equitable mortgage on immovable properties located at Hyderabad (Jadcherla), West Bengal (Kalyani) and Vishakhapatnam and negative lien on immovable property located in West Bengal (Uluberia) and personal guarantees of Mr. Padam Kumar Agarwala (Chairman & Managing Director), Mr. Varun Agarwal (Joint Managing Director) and Corporate Guarantee from Varun Tea Plantations Private Limited.
(d) There has been no default in repayment of loan or interest in respect of any of the above loans, during the year.
(e) Includes cash credit facilities, which are repayable on demand and carries an interest rate of 7.50% - 8.95% p.a. (March 31 2025 - 8.13% - 9.50% p.a.)
(f) Includes short-term revolving loans, which are repayable within twelve months and carries an interest of 7.01% - 10.50% p.a. (March 31 2025 - 8.95% - 9.50% p.a.)
(g) Security: Aforementioned facilities as referred to under (e) from banks are secured by way of first charge on trade receivables, inventories, investments in bonds, mutual funds and equity shares, certain items of property, plant and equipment of the Company along with equitable mortgage on immovable properties located at Hyderabad (Jadcherla), West Bengal (Kalyani) and Vishakhapatnam and negative lien on immovable property located West Bengal (Uluberia) of the Company and personal guarantees of Mr. Padam Kumar Agarwala (Chairman & Managing Director), Mr. Varun Agarwal (Joint Managing Director) and Corporate Guarantee from Varun Tea Plantations Private Limited.
(h) Security: Aforementioned secured facilities in note (f) are secured by way of pledge of specified investments made by the Company.
(*) During the current financial year, the Company has utilised proceeds from its Initial Public Offer ('IPO') towards repayment of working capital loans, amounting to ' 841.03 million, carrying a rate of interest ranging between 5.43%-10.70% p.a (March 31 2025: 8.13% - 9.50% p.a).
' 2 each. Further, the Company allotted bonus shares in proportion of three (3) new bonus equity shares of ' 2 each for every one (1) equity share of ' 2 each. Accordingly, the Company has allotted 98,201,700 equity shares of ' 2 each.
Consequently, in accordance with Ind AS 33 "Earning per share”, the above sub-division and issue of bonus shares have been retrospectively considered for the purposes of computation of weighted average number of equity shares outstanding during the year.
As referred in Note 53, the Company has completed its Initial Public Offer ('IPO') of 21,313,130 equity shares having face value of ' 2 each at an issue price of ' 400 per share (including a share premium of ' 398 per share) comprising of a fresh issue of 10,000,000 equity shares and offer for sale of 11,313,130 equity shares by selling shareholders, aggregating to ' 8,525.25 million. The equity shares were allotted/transferred to all eligible shareholders on June 27 2025. Accordingly, the disclosures pertaining to 'Equity Share Capital' and the 'Earnings per equity share', have been presented after considering the aforesaid allotment of equity shares.
(b) A supplier has preferred a claim against the Company for about ' 35 million for non-acceptance of delivery which has been disputed by the Company. Additionally, the Company has filed a suit for damages against the supplier for failure to meet contractual obligations. This matters is pending at various stages before the courts. The management of the Company remains fairly confident of a favourable outcome and therefore, does not foresee any material financial liability devolving on the Company and accordingly, no provision has been made.
(c) I n the ordinary course of business, the Company faces claims and assertions by various authorities. The Management of the Company assesses such claims and assertions and monitors the legal environment on an on-going basis with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect to the above pending resolution of the respective proceedings. The management of the Company remains fairly confident of a favourable outcome and therefore, does not foresee any material financial liability devolving on the Company and accordingly, no provision has been made.
41 EMPLOYEE BENEFITS(A) Defined contribution plans
The Company makes contributions, determined as a specified percentage of employees salaries, in respect of qualifying employees towards provident fund, which is a defined contribution plan. The Company has no further obligations towards specified contributions. The contributions are charged to the Statement of Profit and Loss as and when they accrue.
(B) Defined benefit plans Compensated absences:
The Company provides for encashment of accumulated leaves standing at the credit of its employees at the time of their exit by way of retirement (on superannuation or otherwise), death or disability, subject to certain limits and rules framed by the Company. Liability is provided based on the number of days of unutilized leave at each balance sheet date based on actuarial valuation done by a certified actuary using projected unit credit method.
Gratuity:
The Company provides Gratuity for employees in India as per the Payment of Gratuity Act, 1972. All employees are entitled to gratuity benefits on exit from service due to retirement, resignation or death. There is a vesting period of 5 years on exits due to retirement or resignation. This defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk. The present value of the defined benefit obligation and the relevant current service cost are measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each date of the Balance Sheet. The gratuity benefit is provided through a Gratuity Fund administered and managed by the Life Insurance Corporation of India. The annual contributions are charged to Statement of Profit and Loss.
(ix) Gratuity is a defined benefit plan and entity is exposed to the Following Risks:
(a) Interest rate 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 the value of the liability.
(b) Salary Risk: The present value of the defined benefit plan is 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.
(c) Liquidity Risk:This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time
(d) Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption
(e) Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act , 1972(as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of ' 20 Lacs).
Notes:
(i) Based on management's internal assessment of all transactions with related parties, these are incurred at an arm's length Price.
(ii) Related parties have been identified by the Management and relied upon by the auditors.
(iii) The remuneration to Key Managerial Personnel does not include provision for gratuity, as they are determined for the Company as a whole.
(iv) Personal guarantees from the Director's of the Company (Mr. Padam Kumar Agarwala and Mr. Varun Agarwal) and Corporate guarantee from Varun tea plantations private limited ("to the extent of value of the land relating to Uluberia-II”) against the borrowing facilities availed from Banks and Others. The total outstanding balances from these facilities amounts to ' 1491.13 million (March 31 2025 - ' 2,064.28 million )
(B) Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, mutual funds and other funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, unlisted alternative investment funds included in level 3.
(C) Fair value measurements
(i) Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.
(ii) Investments carried at fair value are generally based on market price quotations. Fair values of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and co represents the best estimate of fair value within that range.
(iii) Fair value of borrowings which have a quoted market price in an active market is based on its market price which is categorized as level 1. Fair value of borrowings which do not have an active market or are unquoted is estimated by discounting expected future cash flows using a discount rate equivalent to the risk-free rate of return adjusted for credit spread considered by lenders for instruments of similar maturities which is categorized as level 2 in the fair value hierarchy.
(iv) Management uses its Best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
(v) There have been no transfers between Level 1 and Level 2 during the year ended March 31 2026 and March 31 2025.
(D) Risk management framework
The Company's principal financial liabilities comprise of borrowings, trade and other payables, lease liabilities and other financial liabilities. The main purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's financial assets include investments, loans, trade and other receivables, and cash & cash equivalents that derive 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 company's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. This financial risk committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedure and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Board of Directors reviews and agrees policies for managing each risk, which are summarised as below:
The Company has exposure to the following risks arising from financial instruments:
• Market risk
• Credit risk
• Liquidity risk, and
(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: interest rate risk, currency risk and other price risks. Financial instruments affected by market risk include loans and borrowings in foreign currencies.
a) 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 the risk of changes in market interest rates relates primarily to the Company's long term debt obligations with floating interest rates. The Company is carrying its borrowings primarily at variable rate. The Company expects the variable rate to decline, accordingly the Company is currently carrying its loans at variable interest rates.
(B) Credit risk
Credit risk is the risk of financial loss arising from counter-party failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.
The Company has a policy of dealing only with credit worthy counter parties and obtaining sufficient collateral, where appropriate as a means of mitigating the risk of financial loss from defaults. Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables, investments, cash and cash equivalents, derivatives and financial guarantees provided by the Company. None of the financial instruments of the Company result in material concentration of credit risk.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk pertains to the total carrying values of trade receivables, balances with bank, bank deposits, investments in debt securities and other financial assets as disclosed under note 43(A).
(i) Trade receivables
Customer credit risk is managed by each business location subject to the Company's established policy, procedures and control relating to Customer credit risk management. Credit quality of a Customer is assessed and individual credit limits are defined in accordance with the assessment both in terms of number of days and amount. Any Credit risk is curtailed with arrangements with third parties .
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 13. The Company does not hold collateral as security.
(ii) Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investment of surplus funds are made only with approved counterparties. The Company's maximum exposure to credit risk for the components of the Balance Sheet at March 31 2026 and March 31 2025 is the carrying amount as illustrated in note 43(A).
(C) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company monitors its risk of a shortage of funds by estimating the future cash flows. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, cash credit facilities and bank loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturity within 12 months can be rolled over with existing lenders.
The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non-convertible debentures and other debt instruments. The Company invest its surplus funds in bank fixed deposit and in mutual funds, which carry no or low market risk.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:
(D) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to foreign currency risk arises primarily from its operating activities (where revenue or expenses are denominated in a currency other than the Company's functional currency), its investing activities (imports of capital assets denominated in foreign currency) and its financing activities (in respect of unhedged foreign currency borrowings).
Foreign currency sensitivity analysis
The following table demonstrates the sensitivity to a reasonably possible change in the foreign exchange rates, with all other variables held constant, of the Company's profit before tax (due to changes in the fair value of monetary assets and liabilities). The Company's exposure to foreign currency changes for all other currencies is not material.
Note:
Additionally, the Company is exposed to foreign exchange risk arising from foreign currency loan. The foreign currency exposure of USD 1.50 million and its associated interest and principal payments are 100% fully hedged up to the maturity date of January 2027 at a locked-in forward exchange rate of ' 91.96 per USD.
44 CAPITAL MANAGEMENT
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations, long term and short term bank borrowings and issue of non-convertible debt securities. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
Notes:
(a) In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
(b) Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
(c) No changes were made in the objectives, policies or processes for managing capital during the year ended March 31 2026 and March 31 2025.
(d) During the year, the Company concluded its Initial Public Offer ('IPO') of 21,313,130 equity shares having face value ' 2 each at an issue price of ' 400 per equity share (including a share premium of ' 398 per equity share), aggregating to ' 8,525.25 million. The IPO comprised of fresh issue of 10,000,000 equity shares amounting to ' 4000.00 million and an offer for sale of 11,313,130 equity shares by the selling shareholders amounting to ' 4525.25 million. Pursuant to the Fresh Issue, the Company received gross proceeds of ' 4,000.00 million after adjusting IPO-related expenses amounting to ' 268.64 million (including taxes), the net proceeds available to the Company amounted to ' 3,731.36 million. The infusion of funds through the IPO has significantly strengthened the Company's net worth and liquidity position during the year. Consequently, certain financial ratios, particularly those linked to shareholders' funds, capital structure, liquidity and return metrics, have witnessed significant variations compared to the previous financial year and such changes are primarily attributable to the increase in equity share capital and securities premium arising from the IPO proceeds. Details regarding the utilization of IPO proceeds are disclosed in Note 53.
45 SEGMENT INFORMATION(a) Gases, related products & services from which reportable segments derive their revenues
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on product and services. Accordingly, management of the company has chosen to organise the segment based on its products and services as follows:
- Gases, related products & services - Manufacture and supply industrial gases including by-products.
- Project engineering - Design, engineering, supply, installation and commissioning of air separation units ("ASUs”) and related products.
The Company's Chief Operating Decision Maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The Company's financing and income taxes are managed on a company level and are not allocated to operating segments. Inter-segment revenue has been recognised at cost.
(a) Explanations have not been furnished for changes in ratio by less than 25% as compared to the preceding year as stipulated in Schedule III to the Act.
(b) Variance is primarily due to overall growth in operations of the Company.
(c) Variance is primarily due to fair value changes in the investments of the Company.
(d) Variance is due to the proceeds received by the company pursuant to its Initial Public Offer ('IPO'). The infusion of funds through the IPO has significantly strengthened the Company's net worth and liquidity position during the year. Consequently, certain financial ratios, particularly those linked to shareholders' funds, capital structure, liquidity and return metrics, have witnessed significant variations compared to the previous financial year. Details regarding the utilization of IPO proceeds are disclosed in Note 53.
(e) Variance is primarily due to increase in treasury activities and overall market movements during the year.
(f) Definitions:
(i) Current Assets = Inventories current investments trade receivable cash & cash equivalents other current assets other financial assets (current)
(ii) Current Liabilities = Current borrowings trade payables other financial liability current tax liabilities provisions other current liability other financial liabilities (current)”
(iii) Debt = Non-current borrowings and current maturities of non-current borrowings
(iv) Earning for available for debt service = Profit before taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of property, plant and equipment's etc.
(v) Debt service = Interest & lease payments principal repayments
(vi) Working capital = Current assets - Current liabilities.
(vii) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income
(viii) Capital employed = Tangible net-worth (*) debt deferred tax liabilities (net)
(*) Net worth means the aggregate of equity share capital and other equity inclusive of net gain consequent to fair valuation of certain financial assets but excluding intangible assets.
47 DETAILS RELATED TO BORROWINGS SECURED AGAINST CURRENT ASSETS
The Company has given current assets as security for borrowings obtained from banks and financial institutions. The Company duly submitted the required information with the banks and financial institutions on regular basis and the required reconciliation is presented below:
(a) The variation is due to submission of the statement to the banks and financial institutions prior to the financial statements closure process.
48 RELATIONSHIP WITH STRUCK-OFF COMPANIES
The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the years ended March 31 2026 and March 31 2025.
49 OTHER REGULATORY INFORMATION
(a) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.
(b) There were no amounts which were required to be transferred to the Investor Education and Protection Fund.
(c) The Company does not hold any Benami Property and hence there were no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 and the Rules made there under, hence no disclosure is required to be given as such.
(d) The Company has not been declared as wilful defaulter as at the date of the Balance Sheet or on the date of approval of the financial statements, hence no disclosure is required as such.
(e) There are no charges against the companies which are yet to be registered or satisfaction yet to be registered with ROC beyond the statutory period, hence no disclosures are required as such.
(f) The Company does not have any investment in any downstream companies for which it has to comply with the number of layers prescribed under Clause (87) of Section 2 of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017, hence no disclosure is required as such.
(g) Borrowings taken by the company have been utilized only for the purpose for which it was obtained.
(h) The Company has not traded or invested in Crypto Currency or Virtual Currency during the current and previous financial year, hence disclosure requirements for the same is not applicable.
(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:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(j) 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 Company shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(k) The Company does not have any undisclosed income not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
50 The Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that audit trail feature was enabled at the database level only with effect from April 29 2025 to log any direct data changes in respect of one of the accounting software. In case of another accounting software used for payroll management, no audit trail feature was enabled at the database level to log any direct data changes.
Further, to the extent enabled, audit trail feature has been operated throughout the year for all relevant transactions recorded in the accounting software. Also, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective years.
51 CODE OF SOCIAL SECURITY, 2020
The Government of India had announced the implementation of the four Labour Codes- The Code on Wages, 2019, The Industrial Relations Code ,2020, The Code on Social Security, 2020 and The Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as 'the New Labour Codes') with effect from November 21 2025. On May 08 2026, the Ministry of Labour & Employment notified the final Central Rules under these Codes. The Company has assessed the impact of these changes, including the notified Rules, based on available information and actuarial valuation, and concluded that the impact is not material to these audited financial statements. The Company continues to monitor the notification of State Rules.
52 Pursuant to the Business Transfer Agreement dated August 05 2025, the Company acquired the manufacturing facilities of M/s Truair Industrial Gases, on a slump sale basis for a consideration of ' 54.09 million, with effect from September 07 2025. The acquisition has been accounted for under Ind AS 103 - Business Combinations. The Purchase Price Allocation has been concluded during the year and the resulting adjustment amounting to ' 2.23 million, which is not material to these audited financial statements, has been adjusted in Capital Reserve.
53 During the year, the Company concluded its Initial Public Offer ('IPO') of 21,313,130 equity shares having face value ' 2 each at an issue price of ' 400 per equity share (including a share premium of ' 398 per equity share), aggregating to ' 8,525.25 million. The IPO comprised of fresh issue of 10,000,000 equity shares amounting to ' 4000.00 million and an offer for sale of 11,313,130 equity shares by the selling shareholders amounting to ' 4525.25 million
The equity shares were allotted/transferred to the eligible applicants on June 27 2025 and which got subsequently listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on July 01 2025.
The unutilized portion of IPO Proceeds has been classified in Other bank balances which includes fixed deposit of ' 677.5 million, balances lying in designated current account (monitoring account) amounting to ' 0.42 million and in designated current account (escrow account) amounting to to ' 2.49 million.
54 Figures of previous years have been regrouped / rearranged wherever necessary to make them comparable with the current year figures.
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