Provisions are recognized when the company has apresent obligation (legal or constructive) as a result ofa past event, for which it is probable that an outflow ofresources embodying economic benefits will be requiredto settle the obligation and are reliable estimate can bemade of the amount of the obligation. As the timing ofoutflow of resources is uncertain, being dependent uponthe outcome of the future proceedings, these provisionsare not discounted to their present value.
A disclosure for a contingent liability is made when thereis a possible obligation or a present obligation that may,but probably will not require an outflow of resources.When there is a possible obligation or a presentobligation in respect of which likelihood of outflow ofresources is remote, no provision or disclosure is made.
Contingent assets are neither recognised nor disclosedin the standalone financial statements since this mayresult in the recognition of income that may never berealised.
Basic earnings per equity share is computed by dividingthe profit or loss for the period attributable to the
equity holders of the company by the weighted averagenumber of equity shares outstanding during the period.
Diluted earnings per share is computed by adjusting thenet profit or loss for the period attributable to equityshareholders and the weighted average number ofshares outstanding during the period, for the effects ofall dilutive potential equity shares, if any.
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liability orequity instrument of another entity.
(i) Initial recognition
The company recognises the financial assetsand financial liabilities when it becomes partyto the contractual provision of the instruments.All financial assets and liabilities are recognisedat fair value on initial recognition except fortrade receivables which are initially measuredat transaction price. Transaction costs that aredirectly attributable to the acquisition of financialassets and or issue of financial liabilities that arenot recognized at fair value through profit orloss, are added to or reduced from the fair valueof the financial assets or financial liabilities, asappropriate. Transaction cost directly attributableto the acquisition of financial assets and financialliabilities recognized at fair value through Profit orLoss are recognised immediately in the Statementof Profit and Loss.
(ii) Subsequent measurement
For the purposes of subsequent measurement,financial instruments are classified as follows:
A. Non-derivative financial instruments
(a) Financial assets carried at amortized cost
A financial asset is subsequently measured atamortized cost if it is held within a businessmodel whose objective is to hold the asset inorder to collect contractual cash flows and thecontractual terms of the financial instrumentgive rise on specified dates to cash flows thatare solely payments of principal and intereston the principal amount outstanding.
Interest income for such instrumentsis recognised in profit or loss using theeffective interest rate (EIR) method, which
is the rate that exactly discounts estimatedfuture cash receipts through the expectedlife of the financial asset to that asset's grosscarrying amount.
The carrying amounts of financial assets thatare subsequently measured at amortisedcost are determined based on the effectiveinterest method less any impairment losses.
(b) Financial assets at fair value through othercomprehensive income
A financial asset is subsequently measuredat fair value through other comprehensiveincome if it is held within a business modelwhose objective is achieved by bothcollecting contractual cash flows and sellingfinancial assets and the contractual termsof the financial asset give rise on specifieddates to cash flows that are solely paymentsof principal and interest on the principalamount outstanding.
Interest income for such instrumentsis recognised in profit or loss using theeffective interest rate (EIR) method, whichis the rate that exactly discounts estimatedfuture cash receipts through the expectedlife of the financial asset to that asset's grosscarrying amount.
Fair value movements are recognised inthe other comprehensive income (OCI)until the financial asset is derecognised.On de-recognition, cumulative gain or losspreviously recognised in OCI is reclassifiedfrom the equity to the profit or loss.
(c) Financial assets at fair value through profitor loss
A financial asset which is not classified in anyof the above categories are subsequentlymeasured at fair valued through profit or loss.
Dividend and interest income from suchinstruments is recognized in the statement ofprofit and loss, when the right to receive thepayment is established.
Fair value changes on such assets arerecognised in the statement of profit and loss.
(d) Investment in Subsidiary and Associates
Investment in subsidiary and associates iscarried at cost less provision for impairment,if any. Investment is tested for impairmentwhenever events or changes in circumstancesindicate that the carrying amount may not berecoverable. An impairment loss is recognisedfor the amount by which the carrying amountof investment exceeds its recoverable amount.
(e) Financial liabilities
Financial liabilities are subsequently carriedat amortized cost using the effective interestmethod, except for contingent considerationrecognized in a business combination or isheld for trading or it is designated as at FVTPLwhich is subsequently measured at fair valuethrough profit and loss. For trade and otherpayables maturing within one year from thebalance sheet date, the carrying amountapproximates fair value due to the shortmaturity of these instruments.
All changes in fair value in respect of liabilitiesmeasured at fair value through profit andloss are recognised in the statement of profitand loss.
B. Derivative financial instruments
The company holds derivative financialinstruments such as foreign exchange forward andoption contracts to mitigate the risk of changes inexchange rates on foreign currency exposures. Thecounterparty for these contracts is generally a bank.
Although the company believes that thesederivatives constitute hedges from an economicperspective, they may not qualify for hedgeaccounting under Ind AS 109, Financial Instruments.Any derivative that is either not designated ahedge, or is so designated but is ineffective as perInd AS 109, is categorized as a financial asset orfinancial liability, at fair value through profit or loss.
Derivatives not designated as hedges arerecognized initially at fair value and attributabletransaction costs are recognized in the statementof profit and loss when incurred. Subsequent toinitial recognition, these derivatives are measuredat fair value through profit or loss and the resultingexchange gains or losses are charged to Statementof Profit and Loss.
C. Equity Instruments
An equity instrument is any contract that evidencesa residual interest in the assets of the Company afterdeducting all of its liabilities. Equity instrumentsare recorded at the proceeds received. Incrementalcosts directly attributable to the issuance of equityinstruments and buy back of equity instrumentsare recognized as a deduction from equity, net ofany tax effects.
(iii) Impairment of Financial Assets
Financial assets that are carried at amortized costand fair value through other comprehensive income(FVOCI) are assessed for possible impairmentsbasis expected credit losses taking into accountthe past history of recovery, risk of default of thecounterparty, existing market conditions etc. Theimpairment methodology applied depends onwhether there has been a significant increase incredit risk since initial recognition.
Expected Credit Losses are measured through aloss allowance at an amount equal to:
• 12-months expected credit losses (expectedcredit losses that result from those defaultevents on the financial instrument that arepossible within 12 months after the reportingdate); or
• Lifetime expected credit losses (expected creditlosses that result from all possible default eventsover the life of financial instruments).
For trade receivables or any contractual right toreceive cash or another financial asset that resultfrom transaction that are within the scope of Ind AS115 and Ind AS 116, the Company always measuresthe loss allowance at an amount equal to lifetimeexpected credit losses.
For all other financial assets, expected credit lossesare measured at an amount equal to the 12-monthECL, unless there has been a significant increasein credit risk from initial recognition in which casethose are measured at lifetime ECL.
(iv) De-recognition
A financial asset (or, a part of a financial asset) isprimarily derecognized when:
(i) The contractual right to receive cash flows fromthe financial assets expire, or
(ii) The company transfers the financial assets orits right to receive cash flow from the financialassets and substantially all the risks and rewardsof ownership of the asset to another party.
On de-recognition of a financial asset, the differencebetween the asset's carrying amount and thesum of the consideration received/receivable isrecognised in the profit or loss.
A financial liability (or, a part of financial liability) isderecognized when the obligation specified in thecontract is discharged 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 recognised in profitor loss.
(v) Offsetting financial instruments
Financial assets and financial liabilities are offsetand the net amount is reported in the balancesheet, if there is a currently enforceable legal rightto offset the recognised amounts and there is anintention to settle them on a net basis or to realisethe assets and settle the liabilities simultaneously.
(vi) Write-off
The gross carrying amount of a financial asset iswritten off when the Company has no reasonableexpectations of recovering the financial asset in itsentirety or a portion thereof.
(xix) Statement of Cash flows
The statement of cash flows is prepared inaccordance with the Indian Accounting Standard(Ind AS) - 7 "Statement of Cash flows" using theindirect method for operating activities wherebyprofit for the period is adjusted for the effectsof transaction of a non-cash nature, and item ofincome or expenses associated with investing orfinancing cash flows. The cash flows from operating,investing and financing activities of the companyare segregated. The Company considers all highlyliquid investments that are readily convertible toknown amounts of cash to be cash equivalents.
(xx) Cash and cash equivalents
The Cash and cash equivalent in the balance sheetcomprise balance at banks and cash on hand andshort-term deposits with original maturity period
of three months or less from the acquisition date,which are subject to an insignificant risk of changesin value.
(xxi) Dividends
Final dividends on shares are recorded as a liabilityon the date of approval by the shareholders andinterim dividends are recorded as a liability on thedate of declaration 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 policies thataffect the reported amount of income, expenses, assetsand liabilities and disclosure of contingent liabilities.
The estimates and associated assumptions are based onhistorical experience and other factors that are consideredto be relevant. Actual results may differ from theseestimates. The estimates and underlying assumptions arereviewed on an ongoing basis and the effect of revisionto accounting estimates is recognized prospectively fromthe period in which the 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 significant effecton the amounts recognised in the standalone financialstatements:
The estimated useful lives of property, plant and equipmentare based on a number of factors including the effects ofobsolescence, internal assessment of user experienceand other economic factors (such as the stability of theindustry and known technological advances) and thelevel of maintenance expenditure required to obtain theexpected future cash flows from the asset. The Companyreviews the useful life of property, plant and equipment atthe end of each reporting date.
The cost of the defined benefit plan and other post¬employment benefits and the present value of suchobligation are determined using actuarial valuations. Anactuarial valuation involves making various assumptions
that may differ from actual developments in the future.These include the determination of the discount rate,future, salary increases and mortality rates etc. Due to thecomplexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitiveto changes in these assumptions. All assumptions arereviewed 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.
When the fair values of financial assets and financialliabilities recorded in the Balance Sheet cannot bemeasured based on quoted prices in active markets, theirfair values are measured using valuation techniques,including the discounted cash flow model, underlyingasset model, comparable companies multiple methodand comparable transaction method which involvevarious judgements and assumptions.
Significant judgement is required in determination ofprovision for current tax and deferred tax e.g. determinationof taxability of certain incomes and deductibility of certainexpenses etc. The carrying amount of income tax assets/liabilities is reviewed at each reporting date. The factorsused in estimates may differ from actual outcome whichcould lead to signification adjustment to the amountsreported in financial statements.
Management estimates the net realizable values ofinventories, taking into account the most reliable evidenceavailable at each reporting date. The future realizationof these inventories may be affected by market drivenchanges.
All assets and liabilities have been classified as current andnon-current on the basis of the following criteria:
An asset is classified as current when it satisfies any of thefollowing 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 being traded;
c) it is expected to be realised within 12 months afterthe reporting date; or
d) It is cash or cash equivalent unless it is restrictedfrom being exchanged or use to settle a liability forat least 12 months after the reporting date.
Current assets include the current portion of non-currentfinancial assets.
All other assets are classified as non-current.
A liability is classified as current when it satisfies any of thefollowing criteria:
a) it is expected to be settled in the company's normaloperating cycle;
b) it is held primarily for the purpose of trading;
c) it is due to be settled within 12 months after thereporting date; or
d) There is no unconditional right to defer settlement ofthe liability for at least 12 months after the reportingdate. Terms of a liability that could, at the option ofthe counterparty, result in its settlement by the issueof equity instruments do not affect its classification.
Current liabilities include current portion of non-currentfinancial liabilities.
All other liabilities are classified as non-currentOperating cycle
Operating cycle is the time between the acquisition ofassets for processing/servicing and their realization incash or cash equivalents. The normal operating cycle isconsidered as twelve months.
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standards underCompanies (Indian Accounting Standards) Rules as issuedfrom time to time.
In May 2025, MCA notified amendments to Ind AS 21 - TheEffects of Changes in Foreign Exchange Rates, applicablew.e.f. April 1, 2025. The Company has reviewed theamendment and based on its evaluation has determinedthat it does not have any impact in its standalone financialstatements.
In August 2025, MCA notified the followingamendments to:
a. Ind AS 1, Presentation of Financial Statements,applicable w.e.f. April 1, 2025 - The amendmentrelates to classification of liabilities as current or non¬current and non-current liabilities with covenants.In the context of classifying a liability as current, itremoves the requirement of existence of a right todefer settlement for at least 12 months after thereporting date and instead requires that the saidright should exist on the reporting date and havesubstance. The amendment also introduces guidanceon classification of liabilities with covenants. The
Company has no impact of these amendments inits classification criteria of current and non-currentliabilities.
b. Ind AS 7, Statement of Cash Flows and Ind AS 107,Financial Instruments: Disclosures, applicablew.e.f. April 1, 2025 - The amendment in Ind AS 7requires to inform users of financial statements ofthe existence of supplier finance arrangements andexplain the nature of the arrangements, the carryingamount of liabilities and the range of paymentdue dates. Ind AS 107 has been amended to addsupplier finance arrangements as a factor that maycause concentration of liquidity risk. The Companyhas reviewed the amendment and based on itsevaluation has determined that it does not have anyimpact in its standalone financial statements.
c. Ind AS 12, International Tax Reform - Pillar Two ModelRules applicable immediately - The amendmentsprovide a temporary mandatory relief from deferredtax accounting for top-up tax and disclose that theyhave applied the relief. This relief is immediate andapplies retrospectively. The Company has reviewedthe amendment and based on its evaluation hasdetermined that it does not have any impact in itsstandalone financial statements.
(iv) Fair value technique used and its hierarchy
The Company has obtained independent valuations of its investment property from independent registered valuer as definedunder rule 2 of the Companies (Registered valuers and valuation) Rules, 2017. The fair value measurement for investmentproperty has been categorised as Level 2 fair value based on the inputs to the valuation technique used. The main inputsconsidered by the valuer are government rates, property location, market research & trends, contracted rentals, terminalyields. discount rates and comparable values, as appropriate.
(v) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit andloss.
Company has only one class of equity shares having a par value of C2 each (Post sub-division of equity shares). Each holderof equity shares is entitled to one vote per share. The dividend (if any) proposed by the Board of Directors is subject to theapproval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.
Note (i): Update regarding sub-division of equity Shares (New Face Value C 2 per equity share) undertaken in previous year2024-25:
(a) Pursuant to approval granted by the Shareholders of HEG Limited through Postal Ballot on September 20, 2024, forthe Sub-Division of one (1) equity share of HEG Limited ('Company') of Face Value of C 10 each into five (5) equityshares of Face Value of C 2 each, necessary post sub-division credits have been made to the shareholders holdingshares in demat form as on record date through NSDL/CDSL system and new share certificates have been issued tothe shareholders having shares in physical form. Record Date for the said Sub-Division was October 18, 2024.
(b) As a result of above said sub-division, Promoter/Promoter Group shareholding has been changed from 2,15,27,974equity shares of Face Value of C 10 each to 10,76,39,870 equity shares of Face Value of C 2 each (Ratio 5 : 1). Pre andPost sub-division holding percentage was appearing same i.e. 55.78%. There was no change in percentage holdingof 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 C 10each to 19,29,77,530 equity shares of Face Value of C 2 each. There was no change in paid up share capital (Pre andPost sub-division of equity shares) in Rupees i.e. C 38,59,55,060.
Note (ii): Update regarding change in Promoter/Promoter Group shareholding:
During the financial year ended 31st March, 2026, Redrose Vanijya LLP has increased its shareholding from 28.95% to 29.46%by way of acquisition of 9,69,000 equity shares (0.51%) from secondary market and in this regard necessary disclosures havebeen made to BSE Limited and National Stock Exchange of India Limited.
Nature and purpose of reserves
1) Capital reserve:
The Capital reserve has been created on account of warrant money forfeited and profit made on hive off of steel business.
2) Capital redemption reserve:
The capital redemption reserve has been created at the time of redemption of preference shares and buy back of own shares.The reserve can be utilised for issuing bonus shares.
3) Retained earnings
Retained earnings refer to net earnings not paid out as dividend but retained to be reinvested in the core business. The amountis available for distribution of dividend to the equity shareholders.
(ii) Nature of security against loans
a) Working capital borrowings from banks are secured by first charge against hypothecation of all stocks present andfuture, stores, spare parts, packing materials, raw materials, finished goods, goods in transit / process, book debts,outstanding monies receivable, claims, bills etc.
b) Pari-passu second charge over entire fixed assets (including land & building and plant & machineries) of the Company inrespect of Graphite & Thermal Power Unit at Mandideep and Hydel Power unit at Tawa Nagar, Hoshangabad.
(iii) Refer note 45B for classification of financial liabilities
(iv) Refer note 46 for carrying amount of assets pledged as security for borrowings.
(v) Refer note 45C for information about liquidity risk and market risk in respect of borrowings.
The Company's Chief Operational Decision Makers consisting of Chairman, Managing Director & CEO examines the Company'sperformance both from product and geographic perspective and has identified two segments, i.e., Graphite electrodes (includingother carbon products) and Power. The business segments are monitored separately for the purpose of making decisions aboutresource allocation and performance assessment.
The reportable segments are:
• Graphite Electrodes (including other carbon products)- The segment comprises of manufacturing of graphite electrodes.
• Power Generation - The segment comprises of generation of power for sale.
The measurement principles for segment reporting are based on Ind AS 108. Segment's performance is evaluated based onsegment revenue and profit/loss from operating activities. Operating revenues and expenses related to both third party and inter¬segment transactions are included in determining the segment results of each respective segment.
Inter segment transactions are carried out at arm's length price.
Terms and conditions of transactions with related parties
All related party transactions entered during the year were in ordinary course of the business and on arm's length basis.Outstanding balances at the year-end are unsecured and settlement occurs in cash.
There have been no guarantees provided or received for any related party as at March 31,2026 and March 31,2025.
For the year ended March 31,2026, the Company has not recorded any impairment in respect of any bad or doubtful debtsdue from related parties (March 31,2025: Nil).
The Company makes contribution to Provident fund, ESIC and retirement benefits plans for eligible employees under thescheme and recognised as expense and included in the Note 30 Employee benefit expenses under the head "Contribution toprovident and other funds". The details are as under:
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 fund managed by Insurer as permittedby Law. The management of fund is entrusted with the Insurer. The liability for employee gratuity is determined on actuarialvaluation 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.
(i) Investment risk
The probability or likelihood of occurrence of losses related to the expected return on investment. if the actual return on planassets is below the expected return, it will create plan deficit.
(ii) Interest risk
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimatecost of providing the above benefit and will thus result in an increase in value of the liability.
(iii) Longevity risk
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of planparticipants. An increase in the life expectancy of the plan participants will increase the plans liability.
(iv) Salary risk
The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants infuture. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used to determinethe 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:
VIII. Sensitivity analysis of the defined benefit obligations.
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 rate. Due to the complexityinvolved in the valuation it is highly sensitive to the changes in these assumptions. Significant actuarial assumptionsfor the determination of the defined benefit obligation are discount rate and expected salary increase. The sensitivityis computed by varying one actuarial assumption used for valuation of defined benefit obligation by 0.50% keeping allother actuarial assumptions constant. There is no change from the previous period in the methods and assumptionsused in preparing the sensitivity analysis.
The Company does not face liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet theobligations related to lease liabilities as and when they fall due.
(g) Short- term leases
The Company incurred C 47.58 Lakhs during the year ended March 31, 2026 towards expense relating to short-term leaseshaving tenure of less than 12 months (previous year C 36.87 Lakhs).
The Company has given on lease building under operating lease. The rental income recorded for the year ended March 31,2026 is C 133.73 Lakhs (previous year C 153.99 Lakhs). In accordance with Indian Accounting Standard (Ind AS-116) on 'Leases',disclosure of the future minimum lease income in the aggregate and for each of the following periods is as follows:
The Board of Directors of the company has recommended a final dividend of C 3.40/- per equity share of the face value of C 2 each(previous year C 1.80/- per equity share of face value of C 2 each) which is subject to the approval of shareholders in the ensuingAnnual General Meeting.
The Company meeting the applicable threshold under Section 135 of the Companies Act, 2013 ("Act") read with related rulesthereto, is mandatorily required to spend at least 2% of its average net profit for the immediately preceding three financial yearson Corporate Social Responsibility (CSR) activities. The funds were utilized throughout the year on the activities which are specifiedin Schedule VII of the Companies Act, 2013. The disclosures in this regard are as under:
The Company's objective when managing capital are to:
(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders andbenefits for other stakeholders, and
(ii) Maintain an optimal capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,return capital to shareholders, issue new shares or sell assets to reduce debt."
The Company monitors capital using a gearing ratio, which is net debt (net of cash and cash equivalents) divided by totalequity.
The Company is not subject to any externally imposed capital requirements.
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 reliability ofinputs used in determining fair values, the Company has classified its financial instruments into three levels prescribed underthe 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 from thefinancial institutions, i.e. net asset value (NAV) declared by fund house.
Investment in market linked non-convertible debentures: Fair value is determined by reference to valuation provided byCRISIL.
Investment in infrastructure trust: Fair value is derived on the basis of valuation certificate by independent professional basedon net asset at fair value approach, in this approach the net asset at fair value is used to capture the fair value of theseinvestments.
Derivative contracts: The Company has entered into foreign currency contracts to manage its exposure to fluctuations inforeign 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 manage theserisks.
The Company's principal financial liabilities comprise borrowings, trade and other payables and the main purpose of these financialliabilities is to manage finances for the day to day operations of the Company. The Company's principal financial assets includetrade and other receivables, and cash and bank balances that arise directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the managementof these risks. The Board of Directors reviews and approves policies for managing each of these risks, which are summarized below.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity pricerisk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments,and derivative financial instruments. The sensitivity of the relevant profit or loss item is the effect of the assumed changes inrespective market risks.
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 use ofsuch forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contractsfor speculative purposes.
(ii) 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 inmarket interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company'sdebt obligations with floating interest rates. In order to manage the interest rate risk, treasury performs a comprehensivecorporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments
(iii) Security price risk:
(a) Price risk:
The Company manages the surplus funds majorly through investments in debt based fixed maturity plans, mutual fundschemes, equity instruments, infrastructure trust and Optionally Convertible Debenture (OCD). The price of investment inFixed Maturity Plans, mutual fund schemes is reflected though net asset value (NAV) declared by the asset managementCompany on daily basis as reflected by the movement in the NAV of invested schemes. The price of investment in equityinstruments is reflected through price listed on stock exchange. The price of investment in infrastructure trust is reflectedthrough valuation certificate by the independent professional on quarterly basis where valuation is determined based on fairvalue of assets of trust as on date of valuation. The valuation of OCD is taken based upon valuation report by independentregistered valuer. 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 2025-26 and 2024-25
Liquidity risk is defined as the risk that Company will not be able to settle or meet its obligation on time or at a reasonable price.The financial liabilities of the Company, other than derivatives, include loans and borrowings, trade and other payables. TheCompany's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition,processes and policies related to such risk are overseen by senior management. Management monitors the Company's netliquidity position through rolling, forecast on the basis of expected cash flows.
Prudent liquidity risk management implies maintaining sufficient availability of standby funding through an adequate line upcommitted credit facilities to meet financial obligations as and when due.
(iii) Trade receivables and contract balances
The Company classifies the right to consideration in exchange for deliverables as receivable.
The balances of trade receivables and advance from customers at the beginning and end of the reporting period have beendisclosed at Note 10 and 24 respectively.
The revenue recognised during the year ended March 31,2026 includes revenue against advances from customers amountingto C 781.18 Lakhs (previous Year- C 657.12 Lakhs) at the beginning of the year. Advance from customers of current year will berecognised as revenue in coming twelve months.
(iv) Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognizedas at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts inrevenue.
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, 2013 orsection 560 of Companies Act, 1956 during the financial year.
(ii) No proceeding have been initiated or pending against the Company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988).
(iii) The Company has not been declared as willful defaulter by any bank or financial Institution or other lender.
(iv) No funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, except as mentioned in note 44 (4)
(v) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("funding party")with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly lend or investin other persons or entities in any manner whatsoever by or on behalf of the funding party ("Ultimate beneficiaries") orprovide any 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 it was taken.
(ix) The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses except as mentioned in note 45 (C)
(x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act 1961(such as search, survey or any otherrelevant provisions of the Income Tax Act, 1961.
The Board of Directors of the Company at its meeting held on May 22, 2024 had approved the Composite Scheme of Arrangement
amongst HEG Limited ("the Company") and HEG Graphite Limited ("Resulting Company") and Bhilwara Energy Limited ("Transferor
Company") and their respective shareholders and creditors ("Scheme").
The proposed Scheme inter alia provides for:
(a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Company on agoing concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company in considerationthereof, and
(b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to the shareholdersof the Transferor Company (except the Company itself) in consideration thereof. The Appointed Date for the Scheme isApril 1,2024.
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 datedMarch 10, 2025 has approved the execution of definitive agreements in connection with the issue of further shares to investors.
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 modified scheme was approved by the board of directors of respectivecompanies on March 10, 2025. The Company has thereafter filed fresh Regulation 37 application with the stock exchanges inrelation to the modified Scheme.
The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, including BSE Limited,National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal (NCLT) and the shareholders and creditors(as applicable) of the Companies involved in the Scheme. Approval/observation letters from BSE and NSE were received onJanuary 8, 2026 and January 9, 2026 respectively. Thereafter, the Scheme was filed with the Hon'ble National Company LawTribunal, Indore Bench on January 24, 2026.
Pursuant to order dated March 26, 2026, the Hon'ble NCLT has directed convening of meetings of the Equity Shareholders, SecuredCreditors and Unsecured Creditors of HEG Limited and Equity Shareholders of Bhilwara Energy Limited through Video Conferencing/ Other Audio Visual Means for approval of the Scheme. Accordingly, notices have been issued to the respective stakeholders andthe meetings are scheduled to be held on Tuesday, May 5, 2026.
Pending receipt of final approvals from NCLT, no adjustments have been made in the standalone financial statements for thefinancial year ended March 31,2026.
The Government of India, vide notification dated November 21,2025, has notified the Code on Wages, 2019, the Industrial RelationsCode, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectivelyreferred to as the "Labour Codes"), which consolidate and replace existing multiple labour legislations. In accordance with Ind AS19 - Employee Benefits, changes to employee benefit plans resulting from the new labour codes are treated as plan amendments,requiring immediate recognition of past service cost as expense in the statement of profit and loss. This approach is consistent withthe guidance issued by the Institute of Chartered Accountants of India. The implementation of the Labour Codes has resulted inan increase of C 1,066.68 Lakhs in the provision for gratuity and long-term compensated absences, which has been recognized asan employee benefit expense in the standalone financial statements for the year ended March 31,2026. The Company continuesto monitor developments on the rules to be notified by regulatory authorities, including clarifications/additional guidance fromauthorities and will continue to assess the accounting implications basis such developments/guidance.