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NOTES TO ACCOUNTS

Gulf Oil Lubricants India Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 5675.21 Cr. P/BV 3.88 Book Value (₹) 296.38
52 Week High/Low (₹) 1332/911 FV/ML 2/1 P/E(X) 15.77
Bookclosure 19/09/2025 EPS (₹) 72.96 Div Yield (%) 4.17
Year End :2025-03 

i. Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of
the obligation. The expense relating to a provision
is presented in the statement of profit and loss.
Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period.

j. Retirement and other employee benefits

(i). Gratuity

The Company provides for gratuity, a defined
benefit retirement plan (‘the Gratuity Plan’)
covering eligible employees. The Gratuity
Plan provides a lump-sum payment to vested
employees at retirement, death, incapacitation
or termination of employment, of an amount

based on respective employee’s salary and
tenure of employment with the Company.

Liabilities with regard to Gratuity Plan are
determined by actuarial valuation, performed
by an independent actuary, at each Balance
Sheet date using projected unit credit method.
The Company contributes all ascertained
liabilities to the Gulf Oil Lubricants India
Limited employees group gratuity cum life
assurance Scheme (‘the Trust’). Trustees
administer contributions made to the
Trusts and contributions are invested in
insurer managed fund.

The Company recognises the net obligation of
a defined benefit plan in its Balance Sheet as
an asset or liability.

Gains and losses through premeasurements
of the net defined benefit liability/(asset) are
recognised in other comprehensive income.
The actual return of the portfolio of plan
assets, in excess of the yields computed by
applying the discount rate used to measure
the defined benefit obligation is recognised in
other comprehensive income.

The effect of any plan amendments
or curtailments are recognised in net
profit in Statement of Profit and Loss as
past service costs.

(ii) Superannuation

Certain employees of the Company are
participants in a defined contribution plan.
The Company has no further obligations to
the plan beyond its contributions which are
periodically contributed to the Gulf Oil
Lubricants India Limited employees group
superannuation scheme, the corpus of which
is invested in the insurer managed fund.

(iii) Provident fund

The Company pays provident fund
contributions to publicly administered
provident fund as per local regulations. The

Company has no further payment obligations
once the contributions have been paid. The
contributions are accounted for as defined
contribution plans and the contributions are
recognised as employee benefit expense
when they are due.

(iv) Compensated absences

The liabilities for earned leave that are not
expected to be settled wholly within 12
months after the end of the period in which
the employees render the related service are
recognised as liability at the present value of
liability as at Balance sheet date. Company
has determined its liability using projected unit
credit method based on Actuarial valuation
carried out at the Balance sheet date.
Actuarial gains and losses are recognized in
the Statement of Profit and Loss.

(v) Share-based payments

Share-based compensation benefits are
provided to employees under “GOLIL
Employee Stock Option Plan”. The fair value
of equity settled employee stock options is
calculated at grant date using a valuation
model and recognised in the Statement of
Profit and Loss, together with a corresponding
increase in shareholders’ equity, on a
straight-line basis over the vesting period,
based on an estimate of the number of
options that will eventually vest. The impact
of the revision to original estimates, if any,
shall be recognised in profit or loss, with a
corresponding adjustment to equity.

(vi) Short term employee benefits

Short term employee benefits that are
expected to be settled wholly within 12
months from the end of the period in which
employee render service are recognised as
an expense at the undiscounted amount in
the Statement of Profit and Loss of the year
in which the related service is rendered. The
liabilities are presented as current employee
benefit obligation in the Balance sheet.

k. Foreign currencies

(i) Functional currency

The functional currency of the Company
is the Indian rupee. These financial
statements are presented in Indian rupees
(rounded off to lakhs).

(ii) Transactions and balances

Foreign currency transactions are recorded
in the functional currency by applying to the
foreign currency amount the exchange rate
between the functional currency and the
foreign currency at the date of the transaction.
All foreign currency monetary assets and
monetary liabilities as at the Balance Sheet
date are translated into the functional currency
at the applicable exchange rates prevailing on
that date. All exchange differences arising on
translation, are recognised in the Statement
of Profit and Loss. Non-monetary assets and
non-monetary liabilities denominated in foreign
currency and measured at historical cost are
translated at the exchange rate prevalent at the
date of the transaction.

Foreign exchange differences regarded as an
adjustment to borrowing costs are presented
in the statement of profit and loss, within
finance costs. All other foreign exchange gains
and losses are presented in the statement of
profit and loss on a net basis within other
income/expenses.

Gain or losses upon settlement of foreign
currency transactions are recognised in the
Statement of Profit and Loss for the period in
which the transaction is settled.

l. Interest income

Interest income is recorded using the Effective
Interest Rate (EIR) for debt instruments carried
at amortised cost. EIR is the rate that exactly
discounts the estimated future cash receipts over
the expected life of the financial instrument to the
gross carrying amount of the financial asset.

m. Taxes

Income tax expense comprises current income
tax and deferred income tax. Income tax expense
is recognised in the Statement of Profit and Loss
except to the extent it relates to items recognised
directly in equity, in which case it is recognised in
other comprehensive income or other equity as
the case may be.

Current income tax : Current tax is the amount
of tax payable based on the taxable profit for
the year as determined in accordance with the
applicable tax rates and the provisions of the
Income Tax Act, 1961.

Deferred tax : Deferred tax is recognised on
temporary differences between the carrying
amounts of assets and liabilities in the Financial
Statements and the corresponding tax bases used
in the computation of taxable profits.

Deferred tax liabilities are generally recognised
for all taxable temporary differences. Deferred tax
assets are recognised for all deductible temporary
differences, the carry forward of unused tax credits
and any unused tax losses to the extent that it is
probable that taxable profit will be available against
which the deductible temporary differences, and
the carry forward of unused tax credits and unused
tax losses can be utilised. Such deferred tax assets
and liabilities are not recognised if the temporary
difference arises from the initial recognition of
assets and liabilities in a transaction (other than
in a business combination) that affects neither the
taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that
it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the

year when the asset is realised or the liability
is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the
reporting date.

Deferred tax assets and liabilities are offset when
there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred
tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.

n. Dividend Payable

The Company recognises a liability to make cash
distributions to equity holders when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate
laws in India, a distribution is authorised when it
is approved by the shareholders. A corresponding
amount is recognised directly in equity.

o. Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognised because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability
that cannot be recognised because it cannot
be measured reliably. The Company does not
recognize a contingent liability but discloses its
existence and other required disclosures in notes
to the financial statements, unless the possibility of
any outflow in settlement is remote.

p. Investments in Subsidiaries and Associates

The investments in subsidiary and associates are
carried in the financial statements at historical
cost except when the investment, or a portion
thereof, is classified as held for sale, in which
case measured at lower of carrying amount and
fair value less costs to sell. When the Company

is committed to a sale plan involving disposal of
an investment, or a portion of an investment, in
any subsidiary or associate, the investment or the
portion of the investment that will be disposed
of is classified as held for sale when the criteria
described above are met. Any retained portion of
an investment in a subsidiary or a associate that
has not been classified as held for sale continues
to be accounted for at historical cost.

Investments in subsidiary and associates are carried
at cost are tested for impairment in accordance
with Ind AS 36 Impairment of Assets.

The Company reviews its carrying value of
investments carried at cost annually, or more
frequently when there is indication for impairment.
If the recoverable amount is less than its carrying
amount, the impairment loss is recorded in the
Statement of Profit and Loss.

When an impairment loss subsequently reverses,
the carrying amount of the Investment is increased
to the revised estimate of its recoverable amount,
so that the increased carrying amount does not
exceed the cost of the Investment. A reversal of
an impairment loss is recognised immediately in
Statement of Profit or Loss.

2.6 Other Accounting Policies

a. Cash and cash equivalents

For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities in the balance sheet.

b. Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the
Company

• by the weighted average number of equity
shares outstanding during the financial
year, adjusted for bonus elements in
equity shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures
used in the determination of basic earnings
per share to take into account:

• the after income tax effect of interest and
other financing costs associated with
dilutive potential equity shares, and

• the weighted average number of
additional equity shares that would
have been outstanding assuming
the conversion of all dilutive
potential equity shares.

c. Segment Reporting

An operating segment is a component of the
Company that engages in business activities from
which it may earn revenues and incur expenses,
whose operating results are regularly reviewed

by the Company Chief Operating Decision Maker
(“CODM”) to make decisions for which discrete
financial information is available. The Company
prepares its segment information in conformity with
the accounting policies adopted for preparing and
presenting the financial statements of the Company
as a whole. The CODM assesses the financial
performance and position of the Company and
makes strategic decisions. Operating segments are
reported in a manner consistent with the internal
reporting provided to the CODM.

The Managing Director & CEO and Chief Financial
Officer (CODM) are responsible for allocating
resources and assessing performance of the
operating segments of the Company.

d. Rounding off amounts

All amounts dosclosed in the financial statements
and notes have been rounded off to the nearest
lakhs as per the requirement of schedule III, unless
otherwise stated.

Nature and purpose of Reserves

1. Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with the
provisions of the Companies Act, 2013

2. The Company has created capital reserve pursuant to the scheme of arrangement between GOCL Corporation Limited
(Formerly known as Gulf Oil Corporation Limited) and the Company.

3. General reserve reflects amount transferred from Statement of profit and loss in accordance with the regulations of the
Companies Act, 2013.

4. As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free
reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital
redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

5. The share based payment account is used to recognize the grant date fair value of options issued to employees under Gulf
Oil Lubricants India Limited - Employees Stock Option Scheme - 2015.

6. Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or
other distributions paid to shareholders.

7. The Company has elected to recognize changes in the fair value of certain investments in equity securities in other
comprehensive income. These changes are accumulated within the FVOCI equity investments within equity.

8. Refer standalone statement of changes in equity for movements in Other equity.

Note 1 :

Working capital facilities from banks under multiple banking arrangement are secured by hypothecation of all current assets of
the Company including raw materials, finished goods, stock-in-process, stores and spares (not relating to plant & machinery)
and present and future book debts of the Company and also secured by collateral security by way of First Pari-passu charge on
Land & Building, Plant & Machinery at Masat Industrial Estate, Khanvel Road, Masat Village, Silvassa within Union Territory of
Dadra and Nagar Haveli and on all other Plant, property and equipment owned by the Company (excluding Plant, property and
equipment located at Chennai plant). The Company has filed quarterly returns or statements with banks which are in agreement
with books of account of the Company for the borrowings which have been sanctioned on the basis of security of current assets.

Working Capital loan from banks includes Buyers Credit and Suppliers credit from banks which are USD denominated loans
carrying variable rate of interest of 3 to 6 months LIBOR/SOFR plus spread and is repayable within one year from the date of
each disbursement.

Note 36 - Leases (Contd..)

The total cash outflow for leases for the year ended 31 March 2025 was H3,055.78 Lakhs (March 31, 2024 :
H2,662.70 Lakhs).

(iii) Variable lease payments

Some property leases contain variable payment terms that are linked to sales generated from a warehouse. For individual
warehouses, lease payments are on the basis of variable payment terms with percentages on sales quantity. Variable lease
payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those
payments occurs.

(iv) Extension and termination options

Extension and termination options are included in a number of leases across the Company. These are used to maximise
operational flexibility in terms of managing the assets used in the Company’s operations.

(v) Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to
exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options)
are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of warehouses and Office premises, the following factors are normally the most relevant:

• If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or
not terminate).

• If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably
certain to extend (or not terminate).

• Otherwise, the Company considers other factors including historical lease durations and the costs and business
disruption required to replace the leased asset.

Most extension options in leases have not been included in the lease liability, because the Company could replace the
assets without significant cost or business disruption. The lease term is reassessed if an option is actually exercised (or
not exercised) or the company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is
only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that
is within the control of the Company.

Note 37 - Segment Information

(a) Description of segments and principal activities

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker (CODM) of the Company. The Managing Director & CEO and Chief Financial Officer (CODM) are responsible for
allocating resources and assessing performance of the operating segments of the Company.

The Company has integrated its organisation structure with respect to its automotive and non-automotive business
considering that the synergies, risks and returns associated with business operations are not predominantly distinct. The
Company has aligned its internal financial reporting system in line with its existing organisation structure. As a result the
Company’s reportable business segment consists of a single segment of “Lubricants” in terms of Ind AS 108.

Note 40 - Employee benefits

Company has classified the various benefits provided as under:-

1) Defined Contribution Plans

The Company has certain defined contribution plans. Contributions are made to Provident Fund in India for employees at the rate of
12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The
obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

The Company has the following contribution plans :

a) Provident Fund

b) Employees’ Pension Scheme, 1995

c) Superannuation Fund

During the financial year, the Company has incurred and recognised the following amounts in the Standalone Statement of
Profit and Loss:

2) Defined Benefit Plan:

A) General Description of defined benefit plans

i) Gratuity

The Company operates a gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary
last drawn for each completed year of service depending on the date of joining. The same is payable on termination of
service, retirement or death, whichever is earlier. The benefit vests after five years of continuous service in accordance
with Payment of Gratuity Act, 1972. The Company has a defined benefit gratuity plan in India (funded).

Note 40 - Employee benefits (Contd..)

G. Risk Exposure

Through its defined benefit plans, the company is exposed to number of risks, the most significant of which is asset
volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields: if plan assets
underperform this yield, this will create a deficit. The plan assets are invested by the company in Insurer managed
funds. The Company intends to maintain these investments in the continuing years.

3) Compensated absences

The Company has a policy on compensated absences which is applicable to its executives joined upto a specified period
and all workers. The expected cost of accumulating compensated absences is determined by actuarial valuation performed
by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount
expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date. The leave
obligations cover the Company’s liability for earned leave which are classified as other long-term benefits.

Note 41 - Share based payments

The Company offers equity based award plan to its employees, officers through Company's stock option plan. In respect of
those options granted under the Gulf Oil Lubricants India Limited - Employees Stock Option Scheme - 2015, in accordance
with the guidelines issued by Securities and Exchange Board of India [(Share Based Employees Benefits) Regulations, 2014],
the fair value of options is accounted as deferred employee compensation, which is amortized on a straight - line basis over the
vesting period.

The fair values were calculated using Black Scholes Model as permitted by the SEBI Guidelines and also Ind AS 102 in respect
of stock options granted. The inputs to the model include the share price on date of grant, exercise price, expected option life,
expected volatility, expected dividends, expected terms and the risk free rate of interest.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily
to the Company’s operating activities (primarily material costs are denominated in a foreign currency). The Company
manages its foreign currency risk by hedging certain material costs that are expected to occur within a range of
2 to 4 months period for hedged purchases of base oil and additives. At March 31, 2025 and March 31,2024 the
Company hedges approximately ~ 85-90% and ~ 55-60% respectively of its expected foreign currency purchases for
2 to 4 months. This foreign currency risk is hedged by using a combination of foreign currency options and forward
contracts. Details are as given below:

A3 Commodity Price Risk

The Company’s exposure to market risk with respect to commodity prices primarily arises from the fact that the company
is a purchaser of base oil. This is a commodity product whose prices can fluctuate sharply over short periods of time.
The prices of base oil generally fluctuate in line with commodity cycles. Material purchase forms the largest portion of the
company's operating expenses. The Company evaluates and manages commodity price risk exposure through operating
procedures and sourcing policies. The Company has not entered into any commodity derivative contracts.

Sensitivity: 0.1% increase in commodity rates would have led to approximately an decrease in profit by
C 121.23 lakhs (March 31, 2024 C 114.82 lakhs). 0.1% decrease in commodity rate would have led to an equal but
opposite effect.

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations
thus leading to a financial loss.

Trade Receivables

The Company’s customer mainly consists of its distributors and Original Equipment Manufacturers (OEMs). The Company
has a credit policy, approved by the Management that is designed to ensure that consistent processes are in place to measure
and control credit risk. The Company has trade relationships only with reputed third parties. The receivable balances are
constantly monitored, resulting in an insignificant exposure of the Company to the risk of non-collectible receivables. Credit
risk is managed through credit approvals, establishing credit limits, obtaining collaterals from the customers in the form of
deposits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the
normal course of business. The maximum credit exposure associated with financial assets is equal to the carrying amount.

Concentrations of credit risk with respect to trade receivables are limited, due to the Company's customer base being
large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis. Company's historical
experience of collecting receivables, supported by the level of default, is that credit risk is low. Refer Note 9 for ageing of
trade receivable and Loss Allowance/expected credit loss.

For some trade receivables the Company may obtain security in the form of letter of credit and bank gurantees which called
upon if the the counterparty is in default under the terms of the agreement.

Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, investments in mutual funds.
Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit
limits and concentration of exposures are actively monitored by the Company's Treasury department. The Company’s
maximum exposure to credit risk as at March 31,2025 and March 31,2024 is the carrying value of each class of financial
assets as disclosed in the financial statements.

Level 1

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and
mutual funds that have quoted price. The fair values of all equity instruments which are traded in the stock exchanges are valued
using the closing price as at the reporting period.

Level 2

The fair values 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 are not based on observable market data, the instrument is included in level 3. This is the
case for unlisted equity securities, contingent consideration and indemnification asset in level 3.

Note 45 - Capital Management

A Risk Management

The Company’s objectives when managing capital are to:

- Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholder's
and benefits for other stakeholder's, and

- 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.

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company.

Note 51 - Other regulatory information required by Schedule III (Contd..)

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies
(Restriction on no. of layers) Rules, 2017.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.

(vii) Utilisation of funds

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of Property, Plant and Equipment and Intangible asset

The Company has not revalued its property, Plant and Equipment (including right-of-use assets) or intangible assets or both
during the current or previous year

(xi) Title deeds of immovable properties not held in name of the Company

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), as disclosed in notes to the financial statements, are held in the name
of the Company.

(xii) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.

(xiii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for
which such loans were taken.

Note 54

The Company has used SAP accounting software for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except
that the audit trail is not maintained for any direct database changes and for certain specific access rights. There has been no
instance of tampering with the audit trail feature in the accounting software(s) where this functionality is available. Audit trail
records for prior financial years are preserved, in compliance with applicable statutory requirements, to the extent the audit trail
was available and recorded during those periods.

Note 55

Previous period figures have been re-grouped/reclassified wherever necessary, to conform to this period classification.

Note 56

The Board of Directors of the Company, at its meeting held on August 27, 2023, approved the acquisition of 51% controlling stake
in Tirex Transmission Private Limited (Tirex), a manufacturer of DC fast chargers for electric vehicles, for which the Company
entered into share purchase cum share subscription agreement dated August 31,2023. The consideration for acquisition of 51%
stake in Tirex is H10,250.88 Lakhs. As per the agreement, the Company completed the above acquisition on October 30, 2023,
upon fulfillment of conditions precedent to the acquisition. Accordingly, Tirex has become a subsidiary of the Company effective
from October 30, 2023.

In terms of our report attached For and on behalf of the Board of Directors

For S R B C & CO LLP

Chartered Accountants

Firm Registration Number: 324982E/E300003

Manish Kumar Gangwal Ravi Shamlal Chawla Sanjay G. Hinduja

Chief Financial Officer Managing Director & CEO Chairman

DIN: 02808474 DIN: 00291692

per Anil Jobanputra Ashish Pandey

Partner Company Secretary

Membership No. 110759 FCS No.6078

Place: Mumbai Place: Mumbai

Date: May 21,2025 Date: May 21,2025

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