I. Provisions
Mines reclamation
The Company provides for the costs of restoringa mine where a legal or constructive obligationexists. The estimated future costs for knownrestoration requirements are determinedon a mine-by-mine basis and are calculatedbased on the present value of estimatedfuture cash outflows.
The restoration provision before exploitation ofthe raw materials has commenced is included inProperty, Plant and Equipment and depreciatedover the life of the related asset.
The effect of any adjustments to the provisiondue to further environmental damage as a resultof exploitation activities is recorded throughthe Statement of Profit and Loss over the lifeof the related asset, in order to reflect the bestestimate of the expenditure required to settle theobligation at the end of the reporting period.
Changes in the measurement of a provision thatresult from changes in the estimated timing oramount of cash outflows, or a change in thediscount rate, are added to or deducted from thecost of the related asset to the extent that theyrelate to the asset's installation, constructionor acquisition.
Provisions are discounted to their present value.The unwinding of the discount is recognised as afinance cost in the Statement of Profit and Loss.
Provisions are recognised when the Companyhas a present obligation (legal or constructive)as a result of a past event, it is probable thatan outflow of resources embodying economicbenefits will be required to settle the obligationand a reliable estimate can be made of the amountof the obligation. When the Company expectssome or all of a provision to be reimbursed,for example, under an insurance contract, thereimbursement is recognised as a separate asset,but only when the reimbursement is virtuallycertain. The expense relating to a provision ispresented in the statement of profit and loss netof any reimbursement.
II. Contingent liability
A contingent liability is a possible obligationthat arises from the past events whoseexistence will be confirmed by the occurrence ornon-occurrence of one or more uncertain futureevents beyond the control of the Company or apresent obligation that arises from past eventsand that is not recognised because it is notprobable that an outflow of resources embodyingeconomic benefits will be required to settle theobligation. The Company does not recognise acontingent liability but discloses its existence inthe financial statements.
Revenue is recognised on the basis of approvedcontracts regarding the transfer of goods orservices to a customer for an amount that reflectsthe consideration to which the entity expects to beentitled in exchange of those goods or services.
I. Sale of goods
Revenue from the sale of the goods is recognisedat the point in time when delivery has taken placeand control of the goods has been transferredto the customer according to the specificdelivery term that have been agreed with thecustomer and when there are no longer anyunfulfilled obligations.
Revenue is measured after deduction of anydiscounts and any taxes or duties collected onbehalf of the government such as goods and
services tax, etc. The Company accrues fordiscounts based on historical experience andspecific contractual terms with the customer.
No element of financing is deemed present as thesales are made with credit terms largely rangingbetween 0 to 30 days depending on the specificterms agreed with customers.
II. Contract assets Trade receivables andContract liabilities:
Contract asset:
A contract asset is the right to considerationin exchange for goods or services transferredto the customer. If the Company performs bytransferring goods or services to a customerbefore the customer pays consideration orbefore payment is due, a contract asset isrecognised for the earned consideration thatis conditional. Contract assets are subject toimpairment assessment.
Trade receivables
A receivable represents the Company's right toan amount of consideration that is unconditionali.e., only the passage of time is required beforepayment of consideration is due and theamount is billable.
Contract liabilities
A contract liability is the obligation to transfergoods or services to a customer for which theCompany has received consideration from thecustomer. Contract liabilities are recognised asrevenue when the Company performs obligationsunder the contract.
III. Interest income
Interest income from a financial asset isrecognised when it is probable that the economicbenefits will flow to the Company and theamount of income can be measured reliably.Interest income is accrued on a time basis, byreference to the principal outstanding and atthe effective interest rate applicable, whichis the rate that exactly discounts estimatedfuture cash receipts through the expected lifeof the financial asset to that asset's net carryingamount on initial recognition.
I. Defined contribution plan
Employee benefits in the form of contributionto Provident Fund managed by governmentauthorities, Employees State InsuranceCorporation and Labour Welfare Fund areconsidered as defined contribution plans and thesame are charged to the statement of profit andloss for the year in which the employee rendersthe related service.
II. Defined benefit plan
The Company's gratuity fund scheme, additionalgratuity scheme and post-employment benefitscheme are considered as defined benefit plans.The Company's liability is determined on the basisof an actuarial valuation using the projected unitcredit method as at the balance sheet date.
Employee benefit, in the form of contribution toprovident fund is charged to statement of profitand loss for the year in which the employeerenders the related service.
Past service costs are recognised in the statementof profit and loss on the earlier of:
a) The date of the plan amendment orcurtailment, and
b) The date that the Company recognisesrelated restructuring costs
The net interest cost is calculated by applying thediscount rate to the net balance of the definedbenefit obligation. The Company recognises thefollowing changes in the net defined benefitobligation as an expense in the statement ofprofit and loss:
a) Service costs comprising current servicecosts, past-service costs, gains andlosses on curtailments and non-routinesettlements; and
b) Interest expense or income
c) Re-measurements, comprising actuarialgains and losses, the effect of the assetceiling (if any), are recognised immediatelyin the balance sheet with a correspondingdebit or credit to retained earnings through
OCI in the period in which they occur.Re-measurements are not reclassifiedto the statement of profit and loss insubsequent periods.
III. Short term employee benefits
Short term employee benefits that are expectedto be settled wholly within 12 months after theend of the period in which the employees renderthe related service are recognised as an expenseat the undiscounted amount in the statement ofprofit and loss of the year in which the relatedservice is rendered.
IV. Other long-term employee benefits
Compensated absences are provided for onthe basis of an actuarial valuation, using theprojected unit credit method, as at the date ofthe balance sheet. Actuarial gains / losses, if any,are immediately recognised in the statement ofprofit and loss. Compensated absences, whichare expected to be settled wholly within 12months after the end of the period in which theemployees render the related service, are treatedas short term employee benefits. The Companymeasures the expected cost of such absencesas the additional amount that it expects to payas a result of the unused entitlement that hasaccumulated at the reporting date.
Long service awards and accumulatedcompensated absences which are not expectedto be settled wholly within 12 months after theend of the period in which the employees renderthe related service are treated as other long termemployee benefits for measurement purposes.
V. Presentation and disclosure
For the purpose of presentation of definedbenefit plans, the allocation between the shortterm and long-term provisions have been made asdetermined by an actuary. Obligations under otherlong-term benefits are classified as short-termprovision, if the Company does not have anunconditional right to defer the settlementof the obligation beyond 12 months from thereporting date. The Company presents the entirecompensated absences as short-term provisionssince employee has an unconditional right toavail the leave at any time during the year.
Tax expense includes current income tax anddeferred income tax and includes any adjustmentsrelated to past periods in current and / or deferredtax adjustments that may become necessary dueto certain developments or reviews during therelevant period.
I. Current income tax
Current income tax assets and liabilities aremeasured at the amount expected to be recoveredfrom or paid to the taxation authorities. The taxrates and tax laws used to compute the amountare those that are enacted or substantivelyenacted, at the reporting date in the countrieswhere the Company operates and generatestaxable income.
Current income tax relating to items recognisedoutside the statement of profit and loss isrecognised in correlation to the underlyingtransaction either in OCI or directly in equity.Management periodically evaluates positionstaken in the tax returns with respect to situationsin which applicable tax regulations are subjectto interpretation and recognise expensewhere appropriate.
Current tax assets and current tax liabilities areoffset when there is a legally enforceable rightto set off the recognised amounts and there isan intention to settle the asset and the liabilityon a net basis.
II. Deferred tax
Deferred tax is recognized for the futuretax consequences of deductible temporarydifferences between the carrying values of assetsand liabilities and their respective tax bases atthe reporting date.
Deferred tax assets are recognised for alldeductible temporary differences, the carryforward of unused tax credits and any unused taxlosses. Deferred tax assets are recognised onlyto the extent that it is probable that sufficientfuture taxable income will be available againstwhich such deferred tax assets can be realised.
The carrying amount of deferred tax assetsare reviewed at each balance sheet date.The Company writes-down the carrying amountof a deferred tax asset to the extent that it isno longer probable that sufficient future taxableincome will be available against which deferredtax asset can be realised. Any such write-down isreversed to the extent that it becomes reasonablycertain that sufficient future taxable incomewill be available.
Deferred tax assets and liabilities are measuredbased on the tax rates that are expected toapply in the year when the asset is realised orthe liability is settled, based on tax rates (and taxlaws) that have been enacted or substantivelyenacted at the reporting date.
Deferred tax relating to items recognisedoutside the statement of profit and loss isrecognised outside profit or loss (either inother comprehensive income or in equity).Deferred tax items are recognised in correlationto the underlying transaction either in OCI ordirectly in equity.
Deferred tax assets and liabilities are offsetwhen there is a legally enforceable right tooffset current tax assets and liabilities and whenthe deferred tax balances relate to the sametaxation authority.
The Company applies significant judgmentin identifying uncertainties over income taxtreatments. Uncertain tax positions are reflectedin the overall measurement of the Company's taxexpense and are based on the most likely amountor expected value that is to be disallowed by thetaxing authorities whichever better predict theresolution of uncertainty. Uncertain tax balancesare monitored and updated as and when newinformation becomes available, typically uponexamination or action by the taxing authoritiesor through statute expiration.
The Company assesses whether a contract is orcontains a lease, at inception of a contract. A contractis, or contains, a lease if the contract conveys the rightto control the use of an identified asset for a period oftime in exchange for consideration.
I. Company as a lessee:
Right-of-use assets
At the date of commencement of the lease,the Company recognises a right-of-use assetand a corresponding lease liability for all leasearrangements in which it is a lessee, except forshort-term leases and leases of low-value assets.
The right-of-use assets are initially recognised atcost, which comprises the initial amount of thelease liability adjusted for any lease paymentsmade at or prior to the commencement dateof the lease plus any initial direct costs lessany lease incentives. They are subsequentlymeasured at cost less accumulated depreciationand impairment losses, if any. Right-of-use assetsare depreciated from the commencement dateon a straight-line basis over the shorter of thelease term and useful life of the underlying asset:
The right of use assets is also subject toimpairment. Right of use assets are evaluatedfor recoverability whenever events or changesin circumstances indicate that their carryingamounts may not be recoverable.
Lease liabilities
Lease liability is initially measured at the presentvalue of the future lease payments. The leasepayments are discounted using the interest rateimplicit in the lease or, if not readily determinable,using the incremental borrowing rates.The Company uses the incremental borrowingrate as the discount rate.
Lease payments included in the measurementof the lease liability include fixed payments,variable lease payments that depend on an indexor a rate known at the commencement date; andextension option payments or purchase optionspayments which the Company is reasonablycertain to exercise.
Variable lease payments that do not dependon an index or rate are not included in the
measurement the lease liability and the ROUasset. The related payments are recognised asan expense in the period in which the event orcondition that triggers those payments occursand are included in the line "Other expenses” inthe Statement of Profit or Loss.
The lease term comprises the non-cancellablelease term together with the period coveredby extension options, if assessed as reasonablycertain to be exercised, and termination options,if assessed as reasonably certain not to beexercised. For lease arrangement in respectof ships, the non-lease components are notseparated from lease components and insteadaccount for each lease component, and anyassociated non-lease component as a singlelease component.
The lease liability is subsequently remeasured byincreasing the carrying amount to reflect intereston the lease liabilities, reducing the carryingamount to reflect the lease payments made.
ROU asset and lease liabilities have beenseparately presented in the Balance Sheetand lease payments have been classified asfinancing cash flows.
Short-term leases and leases of low-valueassets
The Company applies the low-value assetrecognition exemption on a lease-by-lease basis,if the lease qualifies as leases of low-value assets.In making this assessment, the Company alsofactors below key aspects:
a) the assessment is conducted on an absolutebasis and is independent of the size, nature,or circumstances of the lessee.
b) the assessment is based on the value of theasset when new, regardless of the asset'sage at the time of the lease.
c) the lessee can benefit from the use ofthe underlying asset either independentlyor in combination with other readilyavailable resources, and the asset isnot highly dependent on or interrelatedwith other assets.
d) if asset is subleased or expected to besubleased, the head lease does not qualifyas a lease of a low-value asset.
II. Company as a lessor:
The determination of whether an arrangement is(or contains) a lease is based on the substanceof the arrangement at the inception of thelease. The arrangement is, or contains, a leaseif fulfilment of the arrangement is dependenton the use of a specific asset or assets and thearrangement conveys a right to use the asset orassets, even if that right is not explicitly specifiedin an arrangement. Leases are classified asfinance leases whenever the terms of the leasetransfer substantially all the risks and rewardsof ownership to the lessee. All other leases areclassified as operating leases. Rental incomefrom operating leases is generally recognised ona straight-line basis over the term of the relevantlease. Where the rentals are structured solely toincrease in line with expected general inflationto compensate for the Company's expectedinflationary cost increases, such increases arerecognised in the year in which such benefitsaccrue. Initial direct costs incurred in negotiatingand arranging an operating lease are added tothe carrying amount of the leased asset andrecognised on a straight-line basis over the lease.
Basic earnings per share is calculated by dividing thenet profit or loss attributable to equity holders ofparent company by the weighted average number ofequity shares outstanding during the period.
Diluted earnings per share are computed by dividingthe profit after tax as adjusted for dividend, interestand other charges to expense or income (net of anyattributable taxes) relating to the dilutive potentialequity shares, by the weighted average number ofequity shares considered for deriving basic earningsper share and the weighted average number of equityshares which could have been issued on conversion ofall dilutive potential equity shares.
The Company's financial statements are presented in(H), which is also the Company's functional currency.
Monetary assets and liabilities denominated inforeign currencies are translated at the functionalcurrency spot rates of exchange at the reportingdate. Exchange differences on monetary itemsare recognised in profit and loss in the period inwhich they arise.
Non-monetary items which are carried in terms ofhistorical cost denominated in a foreign currencyare reported using the exchange rate at the date ofthe transaction.
Borrowing costs are recognised in statement ofprofit and loss in the period in which they areincurred. Borrowing cost consist of interest and othercosts that an entity incurs in connection with theborrowing of funds.
Cash and cash equivalent in the balance sheet andfor the purpose of statement of cash flows comprisecash at banks and on hand, short-term deposits withan original maturity of three months or less andinvestment in liquid mutual funds that are readilyconvertible to a known amount of cash and subjectto an insignificant risk of changes in value.
The operating cycle is the time between the acquisitionof assets for processing and their realisation in cashand cash equivalents. The Company has identifiedtwelve months as its operating cycle for determiningcurrent and non-current classification of assets andliabilities in the Balance sheet.
Exceptional items refer to items of income or expense,within the statement of profit and loss from ordinaryactivities which are non-recurring and are of such size,nature or incidence that their separate disclosure isconsidered necessary to explain the performanceof the Company.
The preparation of the Company's financial statementsrequires management to make judgments, estimatesand assumptions that affect the reported amounts ofexpenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingentliabilities. Uncertainty about these assumptions andestimates could result in outcomes that require amaterial adjustment to the carrying amount of assetsor liabilities affected in future periods.
Estimates and judgments are continually evaluatedand are based on historical experience and otherfactors, including expectations of future events thatare believed to be reasonable under the circumstances.
The estimates and underlying assumptions arereviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which theestimate is revised if the revision affects only thatperiod, or in the period of the revision and futureperiod, if the revision affects current and futureperiod. Revisions in estimates are reflected in thefinancial statements in the period in which changesare made and, if material, their effects are disclosedin the notes to the financial statements.
The key assumptions concerning the future and otherkey sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a materialadjustment to the carrying amounts of assets andliabilities within the next financial year, are describedbelow. Existing circumstances and assumptions aboutfuture developments may change due to marketchanges or circumstances arising that are beyond thecontrol of the Company. Such changes are reflectedin the assumptions when they occur.
I. Classification of legal matters and tax litigations(Refer Note 39)
The litigations and claims to which the Companyis exposed to are assessed by management withassistance of the legal department and in certaincases with the support of external specialised lawyers.Determination of the outcome of these matters into"Probable, Possible and Remote” require judgementand estimation on case to case basis.
II. Defined benefit obligations (Refer Note 43)
The cost of defined benefit gratuity plans, andpost-retirement medical benefit is determined usingactuarial valuations. The actuarial valuation involvesmaking assumptions about discount rates, futuresalary increases, mortality rates and future pensionincreases. Due to the long-term nature of these plans,such estimates are subject to significant uncertainty.
III. Useful life of property, plant and equipment (ReferNote 4)
The charge in respect of periodic depreciation isderived after determining an estimate of an asset'sexpected useful life and the expected residual value.Increasing an asset's expected life or its residual valuewould result in a reduced depreciation charge in thestatement of profit and loss. The useful lives of theCompany's assets are determined by management atthe time the asset is acquired and reviewed at leastannually for appropriateness. The lives are based onhistorical experience with similar assets as well asanticipation of future events, which may impact theirlife, such as changes in technology.
IV. Impairment of Property, plant and equipment(Refer Note 4)
Determining whether the property, plant andequipment are impaired requires an estimate of thevalue of use. In considering the value in use, themanagement has anticipated the capacity utilizationof plants, operating margins, mineable resourcesand availability of infrastructure of mines, and otherfactors of the underlying businesses / operations.Any subsequent changes to the cash flows due tochanges in the above-mentioned factors could impactthe carrying value of property, plant and equipment.
V. Physical verification of Inventory (Refer Note 9)
Bulk inventory for the Company primarily comprisesof coal, petcoke and clinker which are primarily usedduring the production process at the manufacturinglocations. Determination of physical quantities of bulkinventories is done based on volumetric measurementsand involves special considerations with respect tophysical measurement, density calculation, moisture,etc. which involve estimates / judgments.
VI. Deferred tax assets (Refer Note 7)
Significant management judgement is required todetermine the amount of deferred tax assets thatcan be recognised, based upon the likely timingand the level of future taxable profits together withfuture tax planning strategies, including estimatesof temporary differences reversing on account ofavailable benefits under the Income Tax Act, 1961.Deferred tax assets are recognised for unused taxlosses to the extent that it is probable that taxableprofit will be available against which the losses can
be utilised. Significant management judgement isrequired to determine the amount of deferred taxassets that can be recognised, based upon the likelytiming and the level of future taxable profits togetherwith future tax planning strategies.
VII. For key estimates and judgements related to fairvalues Refer Note 36.
The accounting policies adopted in the preparationof the financial statements are consistent with thosefollowed in the preparation of the Company's annualfinancial statements for the year ended March 31,2025, except for amendments to the existing IndianAccounting Standards (Ind AS). The Company hasnot early adopted any other standard, interpretationor amendment that has been issued but isnot yet effective.
The Ministry of Corporate Affairs notified newstandards or amendment to existing standards underCompanies (Indian Accounting Standards) Rules asissued from time to time.
The following amendments are effective fromApril 1, 2024:
Introduction of Ind AS 117
MCA notified Ind AS 117, a comprehensive standard thatprescribe, recognition, measurement and disclosurerequirements, to avoid diversities in practice for
accounting insurance contracts and it applies to allcompanies i.e., to all "insurance contracts" regardlessof the issuer. However, Ind AS 117 is not applicableto the entities which are insurance companiesregistered with IRDAI.
Additionally, amendments have been made to IndAS 101, First-time Adoption of Indian AccountingStandards, Ind AS 103, Business Combinations,Ind AS 105, Non-current Assets Held for Sale andDiscontinued Operations, Ind AS 107, FinancialInstruments: Disclosures, Ind AS 109, FinancialInstruments and Ind AS 115, Revenue from Contractswith Customers to align them with Ind AS 117.The amendments also introduce enhanced disclosurerequirements, particularly in Ind AS 107, to provideclarity regarding financial instruments associatedwith insurance contracts.
Amendments to Ind AS 116 -Lease liability in a saleand leaseback
The amendments require an entity to recognise leaseliability including variable lease payments which arenot linked to index or a rate in a way it does not resultinto gain on Right of use asset it retains.
The Company has reviewed the new pronouncementsand based on its evaluation has determined that theseamendments do not have impact on the Company'sFinancial Statements.
i) During the year ended March 31, 2024, In terms of Share Purchase Agreement (SPA) dated August 3, 2023 asamended, entered amongst (a) the Company (b) Certain Members of Erstwhile Promoters Group of the Companyand (c) Ambuja Cements Limited (Acquirer), Acquirer has acquired 140,821,941 Equity Shares constituting54.51% of Equity Share Capital of Company on December 6, 2023. Consequently, the Board of Directors wasreconstituted on December 7, 2023. The Acquirer had made an Open Offer to Public Shareholders of the Companyfor acquiring upto 67,164,760 Equity Shares constituting about 26% of the paid-up equity share capital of theCompany, wherein 20,481,161 Equity shares (i.e. 30.49% of the Offer size and 7.93% of the Paid-up Capital) weretendered by public shareholders. Post this Open Offer, the shareholding of the Acquirer increased to 161,303,102Equity shares (i.e. 62.44%) resulting in increase in the overall shareholding of promoter group to 80.52%.In order to achieve the Minimum Public Shareholding (MPS), the Acquirer during the year sold 5,166,000 Equityshares (i.e. 2%) in Open Market. Post selling of the shares, Acquirer held 156,137,102 Equity shares (i.e. 60.44%) ofthe Company during the year and the overall shareholding of Promoter Group was 202,836,040 Equity shares (i.e.78.52%) as on March 31, 2024.
ii) During the year ended March 31, 2025, in order to achieve the Minimum Public Shareholding, the Acquirer andMr. Ravi Sanghi (erstwhile promoter) sold 60,92,000 and 30,00,000 equity shares respectively aggregating to90,92,000 Equity Shares (representing 3.52% of the Paid-up Equity Share Capital of the Company) through offer forsale through stock exchange mechanism. Post successful completion of Offer for Sale, the Promoter Shareholdinghas reduced from 78.52% to 75% of the Paid-up Equity Share Capital of the Company and Company has achievedthe MPS requirements, as mandated under Rules 19(2) (b) and 19A of the Securities Contracts (Regulations) Rules,read with Regulation 38 of the SEBI Listing Regulations.
c) Performance obligation:
All sales are made at a point in time and revenue recognised upon satisfaction of the performance obligationswhich is typically upon dispatch or delivery. The Company does not have any remaining performance obligation forsale of goods or services which remains unsatisfied as at March 31, 2025 or March 31, 2024. Applying the practicalexpedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation relateddisclosures for contracts where the revenue recognised corresponds directly with the value to the customer of theentity's performance completed to date.
d) Disaggregation of revenue - Refer Note 41 for disaggregated revenue information. The management determinesthat the segment information reported is sufficient to meet the disclosure objective with respect to disaggregationof revenue under Ind AS 115 "Revenue from contracts with customers".
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instrumentsby valuation techniques:
a) Level 1
This level includes those financial instruments which are measured by reference to quoted prices (unadjusted)in active markets for identical assets or liabilities.
b) Level 2
This level includes financial assets and liabilities measured using inputs other than quoted prices includedwithin Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.derived from prices).
c) Level 3
This level includes financial assets and liabilities measured using inputs that are not based on observable marketdata (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based onassumptions that are neither supported by prices from observable current market transactions in the sameinstrument nor are they based on available market data.
Note:
a) There was no transfer between level 1 and level 2 fair value measurement.
b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair valuedisclosures are required)
In the Company's opinion, the carrying amount of other financial assets, trade receivables, cash and cash equivalents(excluding investments in liquid mutual funds), bank balances other than cash and cash equivalents, other financialliabilities (excluding derivative financial instruments) and trade payable recognised in the financial statementapproximate their fair values largely due to the short-term maturities of these instruments.
The Company has a system-based approach to risk management, established policies and procedures and internalfinancial controls aimed at ensuring early identification, evaluation and management of key financial risks such as marketrisk, credit risk and liquidity risk that may arise as a consequence of its business operations as well as its investing andfinancing activities. Accordingly, the Company's risk management framework has the objective of ensuring that such risksare managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliancewith applicable regulations.
All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills,experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes shall be undertaken.
The Company's management is supported by a risk management committee that advises on financial risks and theappropriate financial risk governance framework for the Company. The risk management committee provides assuranceto the Company's management that the Company's financial risk activities are governed by appropriate policies andprocedures and that financial risks are identified measured and managed in accordance with the Company's policiesand risk objectives. The Board of Directors reviews policies for managing each of these risks.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because ofchanges in market prices. Market risk comprises three types of risks a) commodity price risk b) currency risk and c)interest rate risk. Financial instruments affected by market risk comprise deposits, investments, trade payables.The Company's investments are predominantly held in bank deposits and liquid mutual funds. Mark to marketmovements in respect of the Company's investments are valued through the Statement of Profit and Loss.Bank deposits are held with highly rated banks and are not subject to interest rate volatility. The Company's borrowingsfrom the Holding Company are at fixed rate of interest so there is no interest rate risk related to borrowings.
Assumption made in calculating the sensitivity analysis
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.The analysis excludes the impact of movements in market variables on the carrying values of gratuity and otherpost - retirement obligations and provisions.
a) Commodity risk
Commodity price risk for the Company is mainly related to fluctuations in fuel prices linked to various externalfactors, which can affect the production cost of the Company. Since the energy costs is one of the primary costsdrivers, any fluctuation in fuel prices can lead to a drop in operating margin. To manage this risk, the Company takesfollowing steps:
i) Optimizing the fuel mix, pursue longer term and fixed contracts where considered necessary.
ii) Consistent efforts to reduce the cost of power and fuel by using both domestic and international coal.
iii) Use of alternative Fuel and Raw Materials (AFR) and enhancing the utilisation of renewable power includingits onsite and offsite solar and wind power.
Additionally, processes and policies related to such risks are reviewed and controlled by senior management andfuel requirements are monitored by the central procurement team.
b) Foreign currency risk
Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreigncurrency, which fluctuate due to change in foreign exchange rates. The Company's exposure to the risk of changesin foreign exchange rates primarily relate to import of raw materials, fuels and capital items. The Company has notused derivative financial instruments either for hedging purpose or for trading or speculative purposes except forforward contracts executed for LC opened in foreign currency.
The carrying amounts of the Company's foreign currency denominated monetary assets at the end of the reportingperiods expressed in ', are as follows:
c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market interest rates. The Company is having all fixed rate borrowing as at date and accordingly thereis no exposure to interest rate risk.
Credit risk is the risk that the counterparty will not meet its obligations under a financial instrument or customercontract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily,trade receivables) and from its investing activities, including deposits placed with banks and financial institutionsand other financial instruments.
Trade receivables of the Company are from related parties. Trade receivables are due for less than one year whilethe Company is regularly receiving its dues from related parties, accordingly in relation to these dues, the Companydoes not foresee any Credit risk. The loss allowance represents aged trade receivables from third parties for thesales made in earlier years.
Financial assets other than trade receivables
The exposure to the Company arising out of this category consists of balances with banks, investments in liquidmutual funds and other receivables which do not pose any material credit risk. Such exposure is also controlled,reviewed and approved by the management of the Company on routine basis. There are no indications that defaultsin payment obligations would occur in respect of these financial assets.
Credit risk on cash and cash equivalent. deposits with the banks / financial institutions is generally low as thesaid deposits have been made with the banks / financial institutions who have been assigned high credit rating byinternational and domestic credit rating agencies.
I nvestments of surplus funds are made only with approved financial Institutions. Investments primarily includeinvestment in units of liquid mutual funds and fixed deposits with banks having low credit risk.
Investments in liquid mutual funds as on March 31, 2025 are ' Nil (March 31, 2024: ' 109.15 crore)
Expected credit loss assessment
For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provisionmatrix. The provision matrix is prepared based on historically observed default rates over the expected life of tradereceivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed defaultrates and changes in the forward-looking estimates are updated. Accordingly, loss allowances on trade receivablesare measured using provision matrix at an amount equal to life time expected losses i.e. expected cash shortfall.
Credit Impaired
For expected credit loss as at each reporting date, the Company assesses position for the assets for which creditrisk has not significantly increased from initial recognition, assets for which credit risk has increased significantlybut are not credit impaired and for assets for which credit risk has increased significantly and are credit impaired.The Company assesses detrimental impacts on the estimated future cash flows of the financial asset includingreceivables and other assets. Based on the assessment of the observable data relating to significant financialdifficulty and creditworthiness of the counterparties, the management believes that there are no financial assetswhich are credit impaired except as disclosed in the notes to the financial statements.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or atreasonable price. The Company's treasury team is responsible for liquidity, funding as well as settlement management.In addition, processes and policies related to such risks are overseen by senior management. Management monitorsthe Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company hasinvested in short term liquid funds which can be redeemed on a very short notice and hence carried negligibleliquidity risk.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reportingdate based on undiscounted contractual payments.
a) The Company's objectives when managing capital are to maximise shareholders value through an efficientallocation of capital towards expansion of business optimisation of working capital requirements and deploymentof balance surplus funds on the back of an effective portfolio management of funds within a well defined riskmanagement framework.
b) The management of the Company reviews the capital structure of the Company on regular basis to optimise cost ofcapital. As part of this review, the Board considers the cost of capital and the risks associated with the movementin the working capital.
c) The Company has borrowings from Holding Company as apprearing in note 18 which carries intretest @ 8 % p.a.The Company expects to meet its capital requirement through internal accruals going forward and will continue tohave support from Holding Company
which an application was filed with Electricity Department seeking an exemption for payment of electricity dutyfor a period of 10 years as per then prevailing provisions of the Gujarat Electricity Duty Act, 1958. In August 1997,Company's application for exemption for payment of Electricity Duty was rejected by Electricity Department on thegrounds that the Company had not commenced cement manufacturing activities.
The Company commenced cement manufacturing in April 2002 and reapplied for the exemption of electricityduty for the period starting April 2002 to March 2012. Against company's application, the electricity departmentissued exemption certificate for the period of April 2002 to November 2005, interpreting that exemption would beapplicable from the date of commissioning of DG sets i.e. from November 1995 and not manufacturing date andalso in view of the authority issued demand of ' 3.30 crore vide orders dated March 02, 2006 and April 1, 2006, forthe period of November 18, 2005, to February 2006.
The Company filed writ petition challenging department's demand orders claiming that the Company is entitled toexemption from the payment of electricity duty for a period of 10 years from March 2002 on the basis of Section3(2)(vii) of the Electricity Act with Hon'ble Gujarat High Court in year 2006. The Hon'ble High Court of Gujarat, intheir interim order dated May 5, 2006, granted ad-interim relief in the matter.
Since the matter is sub-judice, there is no open demand from the electricity department for the period uptoMarch 2012. Based on management assessment and the advice of external legal counsel, the Company believes ithas a strong case on merits for successful appeal in this matter. The Company has recognised a provision of ' 43.90crore (related to principal portion of duty for the period 2007 to 2012) and an amount of ' 174.15 crore is disclosedas contingent liability towards interest for the dispute period for the year ended March 31, 2025.
For the period post April 2012, pursuant to a demand of ' 161.95 crore (including interest) raised by Chief Commissionerof State Tax, Gujarat, vide letter dated July 16, 2024, the Company has recognised a provision of ' 170.62 crore(including interest) in the books against the demand till March 31, 2025, pending payment of demand. Accrual ofprovision of ' 119.81 crore and ' 62.72 crore (including interest) has been disclosed as exceptional expense for theyear ended March 31, 2025 and March 31, 2024, respectively.
Further, the Company, as per the terms of Share Purchase Agreement (SPA) dated August 3, 2023, entered betweenthe Promoters of Sanghi Industries Limited, Sanghi Industries Limited (the "Company" or "SIL'), and Ambuja CementsLimited, the Company has raised indemnity claims amounting to ' 84.31 crore against the demand raised byauthorities for the period post April 2012. Management, as per the terms of SPA, also has rights to raise further claimsfor the period pre-2012, in case the matter is ruled against the Company and demand is raised by the authorities.
The Company has made detailed review of its pending litigation & disputed matters. Based on such review, provisionfor probable matters amounting to ' 121.20 crore (March 31, 2024'104.49) is made in the financials and same hasbeen disclosed as exceptional items, and it includes provision of electricity duty demand which the Company islitigating with Chief Commissioner of State Tax. The litigation is with regards to computation of duty and interestthereon. Pending settlement, the Company has accounted for provisions of ' 119.81 Crores (March 31, 2024'62.72crores) (including interest) as an exceptional item (Refer Note 46).
iii) The Company has applied for the refund for the GST Compensation Cess amounting to ' 2.28 crores which iscurrently shown under the balance with government authorities in financial statements. The same was rejected bythe department and the matter is currently under litigation by the Company. The management has assessed therisk category of the litigation as Possible.
a) Transactions with related parties are disclosed exclusive of applicable taxes
b) Transaction entered into with related party are made on terms equivalent to those that prevail in arm's lengthtransactions and normal credit terms. The company has not recorded any loss allowance for trade receivable fromrelated parties. Outstanding balances at the end of the year are unsecured and interest free and settlement occursin cash. There have been no guarantees provided or received for any related party receivables or payables.
c) Remuneration does not include provision towards Gratuity and Leave Encashment which is provided based onactuarial valuation on an overall company basis.
d) The Company reimburses salary cost to Holding Company and ACC Limited for employees deployed including keymanagerial personnel for performing operational, financial and other functions.
e) ' 0.00 represents the amount less than ' 50,000/- in the above tables.
The Company operates post employment and other long term employee benefits defined plans as follows:
Amount recognised and included in Note 30 Contribution to Provident and Other Funds (including contribution toprovident fund trust) of the Statement of Profit and Loss ' 1.71 crore (March 31, 2024 - ' 0.82 crore).
The defined benefit plan (the Gratuity plan) covers eligible employees and provides a lump sum payment to vestedemployees at retirement, death, incapacitation or termination of employment, of an amount based on the respectiveemployee's salary and the tenure of employment.
The defined benefit gratuity plan (unfunded) is governed by the Payment of Gratuity Act, 1972. Under the Act, everyemployee who has completed at least five year of service is entitled to gratuity benefits on departure at 15 dayssalary (last drawn salary) for each completed year of service.
The plans in India typically expose the Company to actuarial risks such as: interest rate risk, salary risk andlongevity risk.
i) Interest risk: A decrease in the bond interest rate will increase the plan liability.
ii) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salariesof plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
iii) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the bestestimate of the mortality of plan participants both during and after their employment. An increase in the lifeexpectancy of the plan participants will increase the plan's liability.
The code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefitsreceived Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections ofthe Code came into effect on 3 May 2023. However, the final rules/interpretation have not yet been issued. The Companywill assess the impact of the Code when the final rules/interpretation comes into effect and will record any related impact.
Notes:
i) During the previous year, the Company has sold certain non-core immoveable properties. Profit on disposal of certainnon-core immoveable properties amounting to ' 224.10 crore for the year ended March 31, 2024 has been disclosedas exceptional items.
ii) Includes provision of ' 119.81 crore and ' 62.72 crore (including interest) on electricity duty litigation for the yearended March 31, 2025 and March 31, 2024, respectively.
iii) During the previous year, the Company has paid one- time charges to lenders for prepayment of loans amountingto ' 88.42 crore which has been disclosed as exceptional items.
iv) During the previous year, the Company had paid Interest on Custom Duty dues amounting to ' 13.72 crore whichhas been disclosed as exceptional items.
As per Section 135 of the Companies Act, 2013 read with guidelines issued by Department of Public Enterprises,
Government of India, the Company in absence of profits is not required to spend, in every financial year, at least two per
cent of the average net profits made during the three immediately preceding financial years in accordance with its CSR
Policy. Accordingly, the provision of section 135(5) of the Companies Act, 2013 are also not applicable to the Company.
1) Title deeds of all immovable properties including right to use assets are held in name of the Company as atMarch 31, 2025.
2) The company does not hold any Investment Property in its books of accounts, so fair valuation of investment propertyis not applicable.
3) The Company has not revalued any of its Property, Plant & Equipment including Right of use assets in the currentyear and previous year.
4) The Company has not given any loans or advances in the nature of loans to promoters, directors, KMPs and/ or relatedparties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayableon demand, or without specifying any terms or period of repayment.
5) No proceedings have been initiated or pending against the company under the Benami Transactions(Prohibition) Act,1988.
6) Company is not having any transaction with the Companies struck off under the Section 248 of the Companies Act2013 or Section 560 of the Companies Act 1956 except as below
7) There are no charges or satisfaction which are to be registered with Registrar of Companies (ROC) beyondstatutory period.
8) The Company has not been declared a willful defaulter by any bank or financial institution or other lender (as definedunder the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issuedby the Reserve Bank of India.
9) The provisions of clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers)Rules, 2017 are not applicable to the company as per Section 2(45) of the Companies Act, 2013.
10) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (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 onbehalf of the company (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
11) 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 onbehalf of the Funding Party (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
12) 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 assessment under the Income Tax Act, 1961
13) The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
14) Scheme of Arrangement:
The Board of Directors of the Company at its meeting held on December 17, 2024, has approved the Scheme ofArrangement between the Company ("Transferor Company”), Ambuja Cements Limited ("Transferee Company”) andtheir respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013("Act”) w.e.f. appointed date April 1, 2024.
Upon the Scheme becoming effective, the equity shareholders of the Transferor Company (Other than TransfereeCompany) will be issued and allotted 12 equity shares of the face value of ' 2 each fully paid of Transferee Company,for every 100 equity shares of the face value of ' 10 each fully paid held by shareholders in Transferor Company.
The proposed Scheme is subject to necessary statutory and regulatory approvals under the applicable laws, includingapproval of the jurisdictional Hon'ble National Company Law Tribunal ("NCLT”).
The Transferee Company has filed proposed schemes with the Bombay Stock Exchange (BSE) and the NationalStock Exchange of India Limited (NSE). As on the date of adoption of these financial statements by the Board, theTransferee Company is awaiting No Objection Certificate from Securities and Exchange Board of India (SEBI).
The Company has incurred a loss of ' 498.38 crore and ' 448.34 crore for the year ended March 31, 2025 andMarch 31, 2024 respectively. Further, the company has incurred cash losses of ' 278.61 crore and ' 327.54 crore forthe year ended March 31, 2025 and March 31, 2024 respectively. As on March 31, 2025, Company's current liabilitiesexceeds its current assets by ' 10.80 crore. The Company has earned EBITDA (excluding exceptional items) of' 66.98 crore for the year ended March 31, 2025 which has significantly improved as compared to ' (81.39) crore forthe year ended March 31, 2024. The financial and operational condition of the Company has improved significantlypost-acquisition by Ambuja Cements Limited and considering the cash flow projection of the Company, the financialstatements have been prepared on a going concern basis.
Previous year's figures have been regrouped and rearranged wherever necessary to conform to current year's classification.Below are the regrouping and rearrangements of assets and liabilities based on requirements of Schedule III and reviewof commonly prevailing practices:
i) The Company has Investment in bank deposits amounting to ' 18.44 crore. These Investment were previouslydisclosed as "Bank balances other than cash and cash equivalents", however, based on review of commonly prevailingpractices, the management considers it is to be more relevant to disclose the same under "Other non-currentfinancial assets" of ' 2.24 crore and "Current financial assets" of ' 16.20 crore.
ii) The Company has liabilities amounting to ' 181.58 crore previously disclosed as "Current provisions", however basedon review of commonly prevailing practices, the management considers it is to be more relevant to disclose thesame under "Other current liabilities" of ' 167.74 crore and "Trade payables" of ' 13.84 crore.
iii) The Company has deposit paid under protest amounting to ' 46.02 crore previously disclosed as "Other current assets",however the management considers it is to be more relevant to disclose the same under "Other non-current assets".
iv) The Company has payables to employees which were presented under "Trade Payables". However, for betterpresentation and disclosure in terms of requirement of Ind AS 1 'Presentation of Financial Statements' and DivisionII - Ind AS of Schedule III to the Companies Act, 2013, such employee payables have been presented under headother financial liabilities (Current) under nomenclature of "Payables to employees".
Considering this, such payables to employees as at March 31, 2024 amounting to ' 0.28 crore has been presentedfrom the trade payables to the other financial liabilities. Due to such better presentation, there is neither any impacton net profits for the current financial year and previous year nor the financial position as at the current and previousyear presented in the financial statements.
The Company uses an accounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded inthe accounting software except the audit trail feature is enabled, for certain direct changes to SAP application and itsunderlying HANA database when using certain privileged / administrative access rights where the process is startedduring the year, stabilized and enabled from March 25, 2025.
Further, there is no instance of audit trail feature being tampered with in respect of the accounting software wheresuch feature is enabled.
Additionally, the audit trail of relevant prior years has been preserved for record retention to the extent it was enabledand recorded in those respective years by the Company as per the statutory requirements for record retention.
' 0.00 in the financial statement represents the amount less than ' 50,000/-
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approvalof the financial statements to determine the necessity for recognition and / or reporting of any of these eventsand transactions in the financial statements. As on April 28, 2025. there are no material subsequent events to berecognized or reported.
The accompanying notes are an integral part of these financial statements.
As per our report of even date attached For and on behalf of the Board of Directors of
Sanghi Industries Limited
For S R B C & CO LLP Ajay Kapur Sukuru Ramarao
Chartered Accountants Chairman Whole-time Director
ICAI Firm Registration No. 324982E/E300003 DIN: 03096416 and Chief Executive Officer
DIN: 08846591
per Abhishek Karia Sanjay Khajanchi Anil Agrawal
Partner Chief Financial Officer Company Secretary
Membership No. 132122 Membership No: A-14063
Place: Ahmedabad Place: Ahmedabad
Date: April 28, 2025 Date: April 28, 2025