Provisions are recognized when the companyhas a present obligation (legal or constructive)as a result of a past event, for which it is probablethat an outflow of resources embodyingeconomic benefits will be required to settlethe obligation and are reliable estimate can bemade of the amount of the obligation. As thetiming of outflow of resources is uncertain,being dependent upon the outcome of thefuture proceedings, these provisions are notdiscounted to their present value.
A disclosure for a contingent liability is madewhen there is a possible obligation or a presentobligation that may, but probably will not requirean outflow of resources. When there is a possibleobligation or a present obligation in respectof which likelihood of outflow of resources isremote, no provision or disclosure is made.
Contingent assets are neither recognised nordisclosed in the Standalone Financial Statementssince this may result in the recognition of incomethat may never be realised.
Basic earnings per equity share is computedby dividing the profit or loss for the periodattributable to the equity holders of thecompany by the weighted average number ofequity shares outstanding during the period.
Diluted earnings per share is computed byadjusting the net profit or loss for the periodattributable to equity shareholders and theweighted average number of shares outstandingduring the period, for the effects of all dilutivepotential equity shares, if any.
A financial instrument is any contract thatgives rise to a financial asset of one entity and afinancial liability or equity instrument of anotherentity.
The company recognises the financialassets and financial liabilities when itbecomes party to the contractual provisionof the instruments. All financial assetsand liabilities are recognised at fair valueon initial recognition except for tradereceivables which are initially measuredat transaction price. Transaction costs thatare directly attributable to the acquisitionof financial assets and or issue of financialliabilities that are not recognized at fairvalue through profit or loss, are added to orreduced from the fair value of the financialassets or financial liabilities, as appropriate.Transaction cost directly attributable to theacquisition of financial assets and financialliabilities recognized at fair value throughProfit or Loss are recognised immediatelyin the Statement of Profit and Loss.
For the purposes of subsequentmeasurement, financial instruments areclassified as follows:
A financial asset is subsequentlymeasured at amortized cost if it isheld with a business model whoseobjective is to hold the asset in orderto collect contractual cash flows andthe contractual terms of the financialinstrument give rise on specifieddates to cash flows that are solelypayments of principal and interest onthe principal amount outstanding.
Interest income for such instrumentsis recognised in profit or loss usingthe effective interest rate (EIR)method, which is the rate that exactlydiscounts estimated future cashreceipts through the expected life ofthe financial asset to that asset's grosscarrying amount.
The carrying amounts of financialassets that are subsequentlymeasured at amortised cost aredetermined based on the effectiveinterest method less any impairmentlosses.
(b) Financial assets at fair valuethrough other comprehensiveincome
A financial asset is subsequentlymeasured at fair value throughother comprehensive income ifit is held with a business modelwhose objective is achieved by bothcollecting contractual cash flowsand selling financial assets and thecontractual terms of the financialasset give rise on specified dates tocash flows that are solely payments ofprincipal and interest on the principalamount outstanding.
Fair value movements are recognisedin the other comprehensive income(OCI) until the financial asset isderecognised. On de-recognition,cumulative gain or loss previouslyrecognised in OCI is reclassified fromthe equity to the profit or loss.
(c) Financial assets at fair valuethrough profit or loss (FVTPL)
A financial asset which is not classifiedin any of the above categories aresubsequently measured at fair valuedthrough profit or loss.
Dividend and interest income fromsuch instruments is recognized in thestatement of profit and loss, whenthe right to receive the payment isestablished.
Fair value changes on such assets arerecognised in the statement of profitand loss.
(d) Investment in Subsidiary andAssociates
Investment in subsidiary andassociates is carried at cost lessprovision for impairment, if any.Investment is tested for impairmentwhenever events or changes incircumstances indicate that thecarrying amount may not berecoverable. An impairment loss isrecognised for the amount by whichthe carrying amount of investmentexceeds its recoverable amount.
Financial liabilities are subsequentlycarried at amortized cost using theeffective interest method, except forcontingent consideration recognizedin a business combination or isheld for trading or it is designatedas at FVTPL which is subsequentlymeasured at fair value through profitand loss. For trade and other payablesmaturing within one year from thebalance sheet date, the carryingamount approximates fair valuedue to the short maturity of theseinstruments.
All changes in fair value in respectof liabilities measured at fair valuethrough profit and loss are recognisedin the statement of profit and loss.
The company holds derivativefinancial instruments such as foreignexchange forward and optioncontracts to mitigate the risk ofchanges in exchange rates on foreigncurrency exposures. The counterpartyfor these contracts is generally a bank.Although the company believes thatthese derivatives constitute hedgesfrom an economic perspective,
they may not qualify for hedgeaccounting under Ind AS 109,Financial Instruments. Any derivativethat is either not designated a hedge,or is so designated but is ineffectiveas per Ind AS 109, is categorized as afinancial asset or financial liability, atfair value through profit or loss.Derivatives not designated as hedgesare recognized initially at fair valueand attributable transaction costs arerecognized in the statement of profitand loss when incurred. Subsequent toinitial recognition, these derivatives aremeasured at fair value through profit orloss and the resulting exchange gainsor losses are charged to Statement ofProfit and Loss.
An equity instrument is any contractthat evidences a residual interestin the assets of the Companyafter deducting all of its liabilities.Equity instruments are recorded at theproceeds received. Incremental costsdirectly attributable to the issuanceof equity instruments and buy backof equity instruments are recognizedas a deduction from equity, net of anytax effects.
Financial assets that are carried atamortized cost and fair value throughother comprehensive income (FVOCI)are assessed for possible impairmentsbasis expected credit losses taking intoaccount the past history of recovery, riskof default of the counterparty, existingmarket conditions etc. The impairmentmethodology applied depends on whetherthere has been a significant increase incredit risk since initial recognition.Expected Credit Losses are measuredthrough a loss allowance at an amountequal to:
• 12-months expected credit losses(expected credit losses that result from
those default events on the financialinstrument that are possible within 12months after the reporting date); or• Lifetime expected credit losses(expected credit losses that result fromall possible default events over the lifeof financial instruments).
For trade receivables or any contractualright to receive cash or another financialasset that result from transaction that arewithin the scope of Ind AS 115 and Ind AS116, the Company always measures the lossallowance at an amount equal to lifetimeexpected credit losses.
For all other financial assets, expectedcredit losses are measured at an amountequal to the 12-month ECL, unless therehas been a significant increase in credit riskfrom initial recognition in which case thoseare measured at lifetime ECL.
(iv) De-recognition
A financial asset (or, a part of a financialasset) is primarily derecognized when:
(i) The contractual right to receive cashflows from the financial assets expire, or
(ii) The company transfers the financialassets or its right to receive cashflow from the financial assets andsubstantially all the risks and rewardsof ownership of the asset to anotherparty.
On de-recognition of a financial asset, thedifference between the asset's carryingamount and the sum of the considerationreceived/receivable is recognised in theprofit or loss.
A financial liability (or, a part of financialliability) is derecognized when theobligation specified in the contract isdischarged or cancelled or expires.
On de-recognition of a financial liability, thedifference between the carrying amount ofthe financial liability de-recognised and theconsideration paid/payable is recognisedin profit or loss.
Financial assets and financial liabilities areoffset and the net amount is reported inthe balance sheet, if there is a currentlyenforceable legal right to offset therecognised amounts and there is anintention to settle them on a net basis orto realise the assets and settle the liabilitiessimultaneously.
The gross carrying amount of a financialasset is written off when the Company hasno reasonable expectations of recoveringthe financial asset in its entirety or a portionthereof.
The statement of cash flows is preparedin accordance with the Indian AccountingStandard (Ind AS) - 7 "Statement of Cashflows" using the indirect method foroperating activities whereby profit forthe period is adjusted for the effects oftransaction of a non-cash nature, anditem of income or expenses associatedwith investing or financing cash flows.The cash flows from operating, investingand financing activities of the companyare segregated. The Company considers allhighly liquid investments that are readilyconvertible to known amounts of cash tobe cash equivalents.
(xix) Cash and cash equivalents
The Cash and cash equivalent in the balancesheet comprise balance at banks and cashon hand and short-term deposits withoriginal maturity period of three monthsor less from the acquisition date, which aresubject to an insignificant risk of changes invalue.
Final dividends on shares are recordedas a liability on the date of approval bythe shareholders and interim dividendsare recorded as a liability on the date ofdeclaration by the Board of Directors.
The preparation of financial statements in conformitywith Indian Accounting Standards (Ind AS) requiremanagement to make judgements, estimates andassumptions in the application of accounting policiesthat affect the reported amount of income, expenses,assets and liabilities and disclosure of contingentliabilities.
The estimates and associated assumptions are basedon historical experience and other factors that areconsidered to be relevant. Actual results may differfrom these estimates. The estimates and underlyingassumptions are reviewed on an ongoing basis andthe effect of revision to accounting estimates isrecognized prospectively from the period in whichthe estimate is revised.
The following are the areas of critical judgements,estimates and assumptions that the managementhas made in the process of preparation of StandaloneFinancial Statements and that have the significanteffect on the amounts recognised in the StandaloneFinancial Statements:
Useful lives of property, plant and equipment
The estimated useful lives of property, plant andequipment are based on a number of factors includingthe effects of obsolescence, internal assessment ofuser experience and other economic factors (such asthe stability of the industry and known technologicaladvances) and the level of maintenance expenditurerequired to obtain the expected future cash flowsfrom the asset. The Company reviews the useful lifeof property, plant and equipment at the end of eachreporting date.
Defined benefit plans and other post-employmentbenefits
The cost of the defined benefit plan and otherpost-employment benefits and the present valueof such obligation are determined using actuarialvaluations. An actuarial valuation involves makingvarious assumptions that may differ from actualdevelopments in the future. These include thedetermination of the discount rate, future, salaryincreases and mortality rates etc. Due to thecomplexities involved in the valuation and itslong-term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions.All assumptions are reviewed at each reporting date.
Management judgement is required for estimatingthe possible outflow of resources, if any, in respect ofcontingencies/claims/litigations against the Companyas it is not possible to predict the outcome of pendingmatters with accuracy. The Company annually assessessuch claims and monitors the legal environment onan ongoing basis, with the assistance of external legalcounsel, wherever necessary.
Fair Value measurements
When the fair values of financial assets and financialliabilities recorded in the Balance Sheet cannot bemeasured based on quoted prices in active markets,their fair values are measured using valuationtechniques, including the discounted cash flow model,underlying asset model, comparable companiesmultiple method and comparable transaction methodwhich involve various judgements and assumptions.
Significant judgement is required in determinationof provision for current tax and deferred tax e.g.determination of taxability of certain incomes anddeductibility of certain expenses etc. The carryingamount of income tax assets/liabilities is reviewedat each reporting date. The factors used in estimatesmay differ from actual outcome which could lead tosignification adjustment to the amounts reported infinancial statements.
Inventories
Management estimates the net realizable values ofinventories, taking into account the most reliableevidence available at each reporting date. The futurerealization of these inventories may be affected bymarket driven changes.
All assets and liabilities have been classified as currentand non-current on the basis of the following criteria:
An asset is classified as current when it satisfies any ofthe following criteria:
a) it is expected to be realised in, or is intended forsale or consumption in, the company's normaloperating cycle;
b) it is held primarily for the purpose of beingtraded;
c) it is expected to be realised within 12 monthsafter the reporting date; or
d) It is cash or cash equivalent unless it is restrictedfrom being exchanged or use to settle a liabilityfor at least 12 months after the reporting date.Current assets include the current portion ofnon-current financial assets.
All other assets are classified as non-current.
A liability is classified as current when it satisfiesany of the following criteria:
a) it is expected to be settled in the company'snormal operating cycle;
b) it is held primarily for the purpose oftrading;
c) it is due to be settled within 12 months afterthe reporting date; or
d) There is no unconditional right to defersettlement of the liability for at least 12months after the reporting date. Terms ofa liability that could, at the option of thecounterparty, result in its settlement by theissue of equity instruments do not affect itsclassification.
Current liabilities include current portion ofnon-current financial liabilities.
All other liabilities are classified asnon-current
Operating cycle
Operating cycle is the time between theacquisition of assets for processing/servicingand their realization in cash or cash equivalents.The normal operating cycle is considered astwelve months.
Ministry of Corporate Affairs ("MCA") notifies newaccounting standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time.As at March 31, 2025, MCA has not notified any newstandards or amendments to the existing standardsapplicable to the Company.
Company has only one class of equity shares having a par value of H2 each (Post sub-division of equity shares).Each holder of equity shares is entitled to one vote per share. The dividend (if any) proposed by the Board of Directorsis subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assetsof the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number ofequity shares held by the shareholders.
Note (i): Update regarding sub-division of equity Shares (New Face Value H2 per equity share):
(a) Pursuant to approval granted by the Shareholders of HEG Limited through Postal Ballot on 20-09-2024, for the Sub-Division ofone (1) equity share of HEG Limited ('Company') of Face Value of H10 each into five (5) equity shares of Face Value of H2 each,necessary post sub-division credits have been made to the shareholders holding shares in demat form as on record date throughNSDL/CDSL system and new share certificates have been issued to the shareholders having shares in physical form. Record Datefor the said Sub-Division was 18-10-2024.
(b) As a result of above said sub-division, Promoter/Promoter Group shareholding has been changed from 2,15,27,974 equity sharesof Face Value of H10 each to 10,76,39,870 equity shares of Face Value of H2 each (Ratio 5 : 1). Pre and Post sub-division holdingpercentage is appearing same i.e. 55.78%. There was no change in percentage holding of Promoter/Promoter Group.
(c) Total paid up share capital (in equity shares) has been changed from 3,85,95,506 equity shares of Face Value of H10 each to19,29,77,530 equity shares of Face Value of H2 each. There was no change in paid up share capital (Pre and Post sub-division ofequiry shares) in Rupees i.e. H38,59,55,060.
Note (ii): Update regarding Promoter/Promoter Group shareholding:
(a) Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited) has shown as share holder of 28.95% by wayof acquisition of 5,58,73,775 shares from promoter group companies through off market transfer pursuant to Scheme ofArrangement approved by Hon'ble NCLT, Kolkata Bench, therefore became member of promoter group of HEG Limited pursuantto provisions of Regulation 2 (1) (q) of SEBI SAST Regulations, 2011 read with Regulation 2 (1) (pp) (iii) of SEBI ICDR Regulations,2018. The Promoter Group Companies of HEG Limited amalgamated pursuant to above NCLT Order were Bharat InvestmentGrowth Limited, Dreamon Commercial Private Limited, Giltedged Industrial Securities Limited, Investors India Limited, IndiaTexfab Marketing Limited, Jet (India) Private Limited, LNJ Financial Services Limited, M.L. Finlease Private Limited, Purvi VanijyaNiyojan Limited, Raghav Commercial Limited and Shashi Commercial Company Limited. In this regard, necessary disclosuresunder the SEBI (SAST) Regulations, 2011 and the SEBI (PIT) Regulations, 2015 have already been made to BSE Limited and NationalStock Exchange of India Limited alongwith the required explanation.
(b) As a result of the above said Scheme of Arrangement duly sanctioned by Hon'ble NCLT, Kolkata Bench, the above said 11 (Eleven)Promoter Group Companies of HEG Limited were amalgamated into Redrose Vanijya LLP (Formerly known as Redrose VanijyaPrivate Limited). The same has been disclosed in the shareholding pattern for year ended 31st March, 2025 under the Category"Statement showing shareholding pattern of the Promoter and Promoter Group”.
1 O • r-m Ý Ý Ý I
The Company's Chief Operational Decision Makers consisting of Executive whole time director (CEO) examines theCompany's performance both from product and geographic perspective and has identified two segments, i.e., Graphiteelectrodes (including other carbon products) and Power. The business segments are monitored separately for the purposeof making decisions about resource allocation and performance assessment.
The reportable segments are:
• Graphite Electrodes (including other carbon products)- The segment comprises of manufacturing of graphiteelectrodes.
• Power Generation - The segment comprises of generation of power for sale.
The measurement principles for segment reporting are based on Ind AS 108. Segment's performance is evaluated basedon segment revenue and profit/loss from operating activities. Operating revenues and expenses related to both third partyand inter-segment transactions are included in determining the segment results of each respective segment.
Inter segment transactions are carried out at arm's length price.
6) The Company's major sales are export based which is diversified in different countries and no single customercontributes more than 10% of the total Company's revenue in 2024-25 and 2023-24
7) The Company has business operations only in India and does not hold any non current asset outside India.
8) For the purpose of reporting as per the requirements of Ind AS 108 'Operating Segments', until the last financialyear, the 'Power Segment' comprised of two Thermal Power Plants having total capacity of 63 MW at Mandideep,Bhopal (MadhyaPradesh) and a Hydro Power Plant having capacity of 13.5 MW at Tawa Nagar, District Hoshangabad(Madhya Pradesh). Keeping in view the intended future use of the Thermal Power Plants exclusively to meet the powerrequirement of graphite business, the thermal power plants have been considered as a part of 'Graphite Segment'w.e.f. current financial year. Further the Hydro Power Plant is considered a separate segment and is being continued tobe disclosed under 'Power segment' for reporting as per Ind AS 108 'Operating Segments', Accordingly, Previous yearfigures relating to these have been rearranged/regrouped, wherever considered necessary, to make them comparablewith those of current year.
The Company sponsors funded defined benefit plan for qualifying employees. This defined benefit plan of gratuity isadministered by a separate trust that is legally separate from the entity. The trust is responsible for investment policy withregard to the assets of the trust and the contributions are invested in a scheme with Life Insurance Corporation of India (LIC)as permitted by Law. The management of fund is entrusted with the LIC. The liability for employee gratuity is determinedon actuarial valuation using projected unit credit method.
These plans typically expose the Company to actuarial risks such as Investment risk, Interest rate risk, Longevity risk andSalary risk.
The probability or likelihood of occurrence of losses related to the expected return on investment. if the actual return onplan assets is below the expected return, it will create plan deficit.
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 ultimatecost of providing the above benefit and will thus result in an increase in value of the liability.
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of planparticipants. An increase in the life expectancy of the plan participants will increase the plans liability.
The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participantsin future. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used todetermine the present value of obligation will have a bearing on the plan's liability.
The following table set out the funded status of the gratuity plan and amounts recognised in the balance sheet:
The Company's objective when managing capital are to:
(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholdersand benefits for other stakeholders, and
(ii) Maintain an optimal capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid toshareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company monitors capital using a gearing ratio, which is net debt (net of cash and cash equivalents) divided bytotal equity.
The Company is not subject to any externally imposed capital requirements.
In order to achieve overall objective of capital management, amongst other things, the management aims to ensurethat it meets financial covenants attached to the loans and borrowings. The management carefully negotiates theterms and conditions of the loans and ensures adherence to all the financial covenants. Breaches in meeting thefinancial covenants would permit the bank to call loans and borrowings or charge some penal interest. There havebeen no breaches in the loan covenants of in respect of loans and borrowings during the year ended March 31,2025and March 31,2024.
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities,short term loans from banks and other financial institutions approximate their carrying value largely due to the short-termmaturities of these instruments.
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a currenttransaction between willing parties, other than in a forced or liquidation sale. This section explains the judgements andestimates made in determining the fair values of the financial instruments. To provide an indication about the reliabilityof inputs used in determining fair values, the Company has classified its financial instruments into three levels prescribedunder the accounting standards.
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments byvaluation techniques:
Level 1: Quoted prices (unadjusted) in the active markets for identical assets or liabilities.
Level 2: Other techniques for which all the inputs have a significant effect on the recorded fair values are observable, eitherdirectly or indirectly.
Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observablemarket data.Sensitivity of Level 3 Financial Instruments is insignificant.
The following methods and assumptions were used to estimate the fair values:
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Investments in mutual funds/ fixed maturity Plans/bond funds: Fair value is determined by reference to quotes fromthe financial institutions, i.e. net asset value (NAV) declared by fund house.
Investment in market linked non-convertible debentures: Fair value is determined by reference to valuation providedby CRISIL.
Investment in infrastructure trust: Fair value is derived on the basis of valuation certificate by independent professionalbased on net asset at fair value approach, in this approach the net asset at fair value is used to capture the fair value ofthese investments.
Derivative contracts: The Company has entered into foreign currency contracts to manage its exposure to fluctuationsin foreign exchange rates. These financial exposures are managed in accordance with the Company's risk managementpolicies and procedures. Fair value of derivative financial instruments are determined using valuation techniques based oninformation derived from observable market data, i.e., mark to market values determined by the authorised dealers banks.
This note explains the risk which Company is exposed to and policies and framework adopted by the Company to managethese risks.
The Company's principal financial liabilities comprise borrowings, trade and other payables and the main purpose of thesefinancial liabilities is to manage finances for the day to day operations of the Company. The Company's principal financialassets include trade and other receivables, and cash and bank balances that arise directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees themanagement of these risks. The Board of Directors reviews and approves policies for managing each of these risks, whichare summarized below.
(A) Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changesin market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such asequity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits,investments, and derivative financial instruments. The sensitivity of the relevant profit or loss item is the effect of theassumed changes in respective market risks.
(i) Foreign currency risk:
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes inforeign exchange rates. Company is exposed to foreign exchange risk arising from foreign currency transactions, primarilywith respect to USD and EURO. The Company uses foreign currency forward contracts to hedge its risks associated withforeign currency fluctuations relating to accounts receivable and accounts payable. The use of foreign currency forwardcontracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the useof such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forwardcontracts for speculative purposes.
(a) Price risk:
The Company manages the surplus funds majorly through investments in debt based fixed maturity plans, mutual fundschemes, equity instruments and infrastructure trust. The price of investment in Fixed Maturity Plans, mutual fund schemesis reflected through net asset value (NAV) declared by the asset management Company on daily basis as reflected by themovement in the NAV of invested schemes. The price of investment in equity instruments is reflected through price listed onstock exchange. The price of investment in infrastructure trust is reflected through valuation certificate by the independentprofessional on quarterly basis where valuation is determined based on fair value of assets of trust as on date of valuation.The Company is exposed to price risk on such Investments.
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financialloss to the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables, loans toemployees and security deposits). Credit risk on cash and cash equivalents, other bank balances is limited as the Companygenerally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies.The Company's credit risk in case of all other financial instruments is negligible.
To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financialconditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Company considers the probability of default upon initial recognition of assets and whether there has been a significantincrease in credit risk on an ongoing basis through each reporting period.
The Company's major sales are export based which is diversified in different countries and none of the customer contributes10% or more of the total Company's revenue for the financial year 2024-25 and 2023-24
Liquidity risk is defined as the risk that Company will not be able to settle or meet its obligation on time or at a reasonableprice. The financial liabilities of the Company, other than derivatives, include loans and borrowings, trade and otherpayables. The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generatedfrom operations. The Company's treasury department is responsible for liquidity, funding as well as settlement management.In addition, processes and policies related to such risk are overseen by senior management. Management monitors theCompany's net liquidity position through rolling, forecast on the basis of expected cash flows.
Prudent liquidity risk management implies maintaining sufficient availability of standby funding through an adequate lineup committed credit facilities to meet financial obligations as and when due.
The Company has taken borrowings from banks on the basis of security of current assets. The quarterly returns/statements
filed by the Company with the banks are in agreement with the books of account.
(i) The Company did not have any transaction with companies struck off under Section 248 of the Companies Act, 2013or section 560 of Companies Act, 1956 during the financial year.
(ii) No proceeding have been initiated or pending against the Company for holding any benami property under theBenami Transactions (Prohibition) Act, 1988 (45 of 1988).
(iii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(iv) No funds that have been advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shalldirectly or indirectly lend or invest or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(v) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("fundingparty") with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectlylend or invest in other persons or entities in any manner whatsoever by or on behalf of the funding party ("Ultimatebeneficiaries") or provide ny guarantee, security or the like on behalf of the ultimate beneficiaries.
(vi) During the financial year, the Company has not traded or invested in Crypto currency or virtual currency.
(vii) The Company does not have any charge or satisfaction thereof which is pending for registration with ROC beyond thestatutory period.
(viii) The Company has utilised the borrowings from banks and financial institutions for the specific purpose for which itwas taken.
(ix) The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.
(x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act 1961(such as search, surveyor any other relevant provisions of the Income Tax Act, 1961.
The Board of Directors of the Company at its meeting held on 22 May 2024 had approved the Composite Scheme of
Arrangement amongst HEG Limited ("the Company") and HEG Graphite Limited ("Resulting Company") and Bhilwara Energy
Limited ("Transferor Company") and their respective shareholders and creditors ("Scheme").
(a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Companyon a going concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company inconsideration thereof, and
(b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to theshareholders of the Transferor Company (except the Company itself) in consideration thereof. The Appointed Datefor the Scheme is 1st April 2024.
Thereafter, the Company had filed the requisite application with the stock exchanges (viz. BSE Limited and National StockExchange of India Limited) under Regulation 37 of the listing Regulations ("Regulation 37 Application").
Taking into consideration the business needs, the board of directors of the Transferor Company vide its resolution dated 10March 2025 has approved the execution of definitive agreements in connection with the issue of further shares to proposedinvestors.
In view of the aforesaid, the companies involved in the Scheme have modified the Scheme basis SEBI's observation, aftertaking into account, inter alia, the updated valuation reports issued by the registered valuer and fairness opinion issued bythe merchant banker on the modified scheme.
The Company has thereafter filed fresh Regulation 37 application with the stock exchanges in relation to the modifiedScheme. The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, includingBSE Limited, National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal and the shareholdersand creditors (as applicable) of the Companies involved in the Scheme.
Pending receipt of final approvals, no adjustments have been made in the financial statements for the year ended31st March 2025.
See accompanying notes to the standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors
For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati
Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director
Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512
Sunny Singh Shekhar Agarwal Satish Chand Mehta
Partner Director Director
Membership No. 516834 DIN: 00066113 DIN: 02460558
Ravi Kant Tripathi Vivek Chaudhary
Place : Noida(U.P) Chief Financial Officer Company Secretary
Date : May 19, 2025 Membership No. A13263