Provisions are recognized when the Company has apresent legal or constructive obligation as a result ofpast events, it is probable that an outflow of resourceswill be required to settle the obligation and the amountcan be reliably estimated. Provisions are not recognizedfor future operating losses.
Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlementis determined by considering the class of obligations asa whole. A provision is recognized even if the likelihoodof an outflow with respect to any one item included inthe same class of obligations may be small.
Provisions are measured at the present value ofmanagement's best estimate of the expenditurerequired to settle the present obligation at the end of thereporting period. The discount rate used to determinethe present value is a pre-tax rate that reflects currentmarket assessments of the time value of money andthe risks specific to the liability. The increase in theprovision due to the passage of time is recognized asinterest expense.
s) Contingencies
Disclosure of contingent liabilities is made when thereis a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources.Where there is possible obligation or a presentobligation in respect of which the likelihood of outflowof resources is remote, no provision or disclosure ismade.
Contingent assets are not recognized in the standalonefinancial statements. However, contingent assets areassessed continuously and if it is virtually certain thatan inflow of economic benefits will arise, the assets andthe related income are recognized in the period in whichthe change occurs. Contingent assets are recognizedwhere an inflow of economic benefits is probable.
t) Employee Benefits
Liability on account of short-term employee benefitsis recognized on an undiscounted and accrual basisduring the period when the employee renders service/vesting period of the benefit.
The Company pays contribution to the provident fundand employee state insurance corporation which isadministered by respective Government authorities.The Company has no further payment obligations oncethe contributions have been paid. The Contributionsare recognized as employee benefit expense in thestatement of profit and loss to the year it pertains.
Gratuity: The Company’s liability towards gratuity isdetermined using the projected unit credit methodwhich considers each period of service as giving riseto additional unit of benefit entitlement and measureseach unit separately to build up the final obligation.The cost for past services is recognized on a straightline basis over the average period until the amendedbenefits become vested.
Re-measurement gains and losses arising fromexperience adjustments and changes in actuarialassumptions are recognized in the period in which theyoccur, directly in other comprehensive income. Theyare included in retained earnings in the statement ofchanges in equity and in the balance sheet.
Obligation is measured at the present value ofestimated future cash flows using a discount ratethat is determined by reference to market yields atthe Balance Sheet date on Government bonds wherethe currency and the terms of Government bonds areconsistent with the currency and estimated term ofdefined benefit obligation.
Basic earnings per share is calculated by dividing thenet profit or loss for the period attributable to equityshareholders by the weighted average number of equityshares outstanding during the period.
For the purpose of calculating diluted earnings pershare, the net profit attributable to equity shareholdersand the weighted average number of shares outstandingare adjusted for the effect of all dilutive potential equityshares from the exercise of options on unissued sharecapital. The number of equity shares is the aggregate ofthe weighted average number of equity shares and theweighted average number of equity shares which areto be issued in the conversion of all dilutive potentialequity shares into equity shares.
v) Segment reporting
Segments are identified based on the manner in whichthe Chief Operating Decision Maker ('CODM’) decidesabout resource allocation and reviews performance ofthe Company. The Managing Director of the Companyis identified as CODM, who assesses the financialperformance and position of the Company and makesstrategic decisions.
The CODM reviews revenue and gross profit as theperformance indicators and does not review the totalassets and liabilities for each reportable segment.The measurement of each segment’s revenues andexpenses is consistent with the accounting policies thatare used in preparation of the Company’s standalonefinancial statements.
w) Unforeseeable losses
The Company has a process whereby periodically alllong-term contracts (including derivative contracts)are assessed for material foreseeable losses. As atthe year end, the Company did not have any long-termcontracts (including derivative contracts) for whichthere were any material foreseeable losses.
The preparation of the Company’s standalone financialstatements requires the management to makejudgements, estimates and assumptions that affectthe reported amounts of revenues, expenses, assetsand liabilities, and the accompanying disclosures, andthe disclosure of contingent liabilities. Uncertaintyabout these assumptions and estimates could resultin outcomes that require a material adjustment tothe carrying amount of assets or liabilities reflected
in future periods. Management believes that theestimates used in the preparation of the financialstatements are prudent and reasonable. Estimates andunderlying assumptions are reviewed by managementat each reporting date. Actual results could differ fromthese estimates. Any revision of these estimates isrecognized prospectively in the current and futureperiods.
Information about significant areas of estimation andassumptions/ uncertainty and judgements in applyingaccounting policies are as follows:
(i) Deferred income taxes
The assessment of the probability of futuretaxable profit in which deferred tax assets canbe utilized is based on the Company’s latestforecast, which is adjusted for significant non¬taxable profit and expenses and specific limitsto the use of any unused tax loss or credit. Thetax rules in the different jurisdictions in which theCompany operates are also carefully taken intoconsideration. If a positive forecast of taxableprofit indicates the probable use of a deferred taxasset, especially when it can be utilized withouta time limit, that deferred tax asset is usuallyrecognized in full.
(ii) Revenue recognition
Contracts with customers often include promisesto transfer multiple services to a customer.Determining whether services are considereddistinct performance obligations that should beaccounted for separately or together requiressignificant judgment based on nature of thecontract, ability of the service to benefit thecustomer on its own or together with otherreadily available resources and the ability of theservice to be separately identifiable from otherpromises in the contract. Estimation relating towarranty obligation in the projects undertakenby the Company are determined based on thenature of the contract and future costs to fulfill theobligation under the warranty period.
In contracts, where percentage of completionmethod is followed for revenue recognition,estimation of total budgeted cost of completionis required to be made. The Company reviewsforecasts of total budgeted costs in the scopeof work and other payments to the extent thatthey are probable, and they are capable of beingmeasured at the end of each reporting period.
The charge in respect of periodic depreciation ordepletion is derived after determining an estimateof an asset’s expected useful life and the expectedresidual value at the end of its life. The usefullives and residual values of assets are determinedby the management at the time of acquisitionof asset and reviewed periodically, includingat each financial year. The lives are based onhistorical experience with similar assets as wellas anticipation of future events, which may impacttheir life, such as changes in technology.
(iv) Current income taxes
The tax jurisdiction for the Company is India.Significant judgments are involved in determiningthe provision for income taxes including judgmenton whether tax positions are probable of beingsustained in tax assessments. A tax assessmentcan involve complex issues, which can onlybe resolved over extended time periods. Therecognition of taxes that are subject to certainlegal or economic limits or uncertainties isassessed individually by management based onthe specific facts and circumstances.
(v) Accounting for defined benefit plans
In accounting for post-retirement benefits, severalstatistical and other factors that attempt toanticipate future events are used to calculate planexpenses and liabilities. These factors includeexpected discount rate assumptions and rate offuture compensation increases. To estimate thesefactors, actuarial consultants also use estimatessuch as withdrawal, turnover, and mortality rateswhich require significant judgment. The actuarialassumptions used by the Company may differmaterially from actual results in future periodsdue to changing market and economic conditions,regulatory events, judicial rulings, higher or lowerwithdrawal rates, or longer or shorter participantlife spans.
(vi) Impairment
An impairment loss is recognized for theamount by which an asset’s or cash-generatingunit’s carrying amount exceeds its recoverableamount to determine the recoverable amount,management estimates expected future cashflows from each asset or cash generating unitand determines a suitable interest rate in order tocalculate the present value of those cash flows.
In the process of measuring expected future cashflows, management makes assumptions aboutfuture operating results. These assumptionsrelate to future events and circumstances. Theactual results may vary, and may cause significantadjustments to the Company’s assets.
In most cases, determining the applicablediscount rate involves estimating the appropriateadjustment to market risk and the appropriateadjustment to asset-specific risk factors.
(vii) Expected credit loss
Refer note for Impairment of financial assetsmentioned in accounting policy on financialinstruments above.
(viii) Share based payments
Estimating fair value for share-based paymentrequires determination of the most appropriatevaluation model. The estimate also requiresdetermination of the most appropriate inputs tothe valuation model including the expected life ofthe option, volatility and dividend yield and makingassumptions about them.
(ix) Fair value of financial instruments
Management uses valuation techniques inmeasuring the fair value of financial instrumentswhere active market quotes are not available. Inapplying the valuation techniques, managementmakes maximum use of market inputs anduses estimates and assumptions that are, asfar as possible, consistent with observable datathat market participants would use in pricingthe instrument. Where applicable data is notobservable, management uses its best estimateabout the assumptions that market participantswould make. These estimates may vary from theactual prices that would be achieved in an arm’slength transaction at the reporting date.
(x) Estimation of provision for decommissioningcosts
The Company along with the lead operator ofthe oilfield operations, estimates provision fordecommissioning for the future decommissioningof oil assets at the end of their economic lives.The decommissioning activities would be in thefuture, the exact requirements that may haveto be met during the occurrence of removalevents are uncertain. Technologies and costsfor decommissioning are varying constantly.
The timing and amounts of future cash flowsare subject to uncertainty. The timing and thefuture expenditures are reviewed at the end ofeach reporting period. The economic life of theoil assets is estimated based on the economicproduction profile of the relevant oil asset.
(xi) Estimation of reserves
Management estimates production profile(proved and developed reserves) in relation toall the oil and gas assets determined as per theindustry practice. The estimates so determinedare used for the computation of depletion andloss on impairment, if any. The Company uses theservices of third-party agencies for estimation ofreserves of its assets who adopt latest industrypractices for their evaluation.
(xii) Business combination
Management applies judgement in determiningwhether an acquisition constitute a businessor not. In applying judgement, the Companydetermines whether the acquisition constituteinputs and when processes are applied to thoseinputs, it should have the ability to contribute tothe creation of outputs. Further, determinationof fair values of assets and liabilities acquired ina business combination involves estimation offuture cash flows and operating results whichrelate to future events and circumstances, whichmight vary.
CT RECENT ACCOUNTING PRONOUNCEMENTS
• Standards notified but not yet effective
The Ministry of Corporate Affairs (MCA) notifiesnew standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time. Ason the date of release of these standalone financialstatements, MCA has notified an amendmentto Ind AS 21 regarding lack of exchangeabilitybetween currencies, which is applicable forreporting period beginning on or after April 01,2025. Such amendment to existing standard hasnot been adopted early by the Company.
• New and amended standards notified by Ministryof Corporate Affairs (‘MCA')
Amendments to Ind AS 116 - The amendmentto Ind AS 116 addresses the measurement oflease liabilities in sale and leaseback transactions,ensuring that seller-lessees do not recognize any
gain or loss related to the retained right-of-useasset.
Ind AS 117 - Ind AS 117 shall be applicable toentities having (a) insurance contracts, includingreinsurance contracts, it issues; (b) reinsurancecontracts it holds; and (c) investment contractswith discretionary participation features itissues, provided the entity also issues insurancecontracts.
MCA has also notified the Companies (IndianAccounting Standards) Third Amendment Rules,2024, to provide relief to the insurers or insurancecompanies. Additionally, Ind AS 104 has beenreissued for use by the insurers or insurancecompanies.
The above new and amended standards had no impacton the Company’s standalone financial statements.
(i) The balance unexercised equity shares held by the ESOP Trust at the end of the year had been reduced against theshare capital as if the trust is administered by the Company itself. The securities premium related to the unexercisedequity shares held by the trust at the close of the year amounting to ' 82.59 Lakhs (March 31,2024: ' 228.44 Lakhs)has been reduced from securities premium account and adjusted against the loan outstanding from the ESOP Trust.
(ii) In 2021-22, the Company had approved "Asian Energy Services Limited - Employee Stock Option Plan - 2021" ("AESLESOP 2021") authorizing grant of maximum 380,744 stock options to the eligible employees. During the current year,200,643 stock options were exercised (March 31,2024: 109,183 stock options).
(iii) During the current year, the Company has approved "Asian Energy Services Limited - Employee Stock Option Plan -2024" ("AESL ESOP 2024") authorizing grant of not exceeding 380,744 stock options to the eligible employees. Underthis scheme, equity shares will be directly allotted by the Company as and when exercised.
(iv) During the current year, 5,030 stock options had lapsed (March 31, 2024: 65,144 stock options) under AESL ESOP2021 scheme.
(h) Share warrants
(i) The Allotment Committee of the Board of Directors of the Company, on November 05, 2024, considered and approvedthe allotment of 47,00,000 convertible share warrants on preferential basis to certain identified non-promoterpersons/ entities ("Allottees") each carrying a right upon being fully paid up, to subscribe one equity share of facevalue of ' 10 each at an issue price of ' 335.00 /-.
The Company has complied with the provisions of section 42 and section 62 of the Companies Act, 2013 and therules framed thereunder in relation to such preferential allotment on a private placement basis.
(ii) The Allotment Committee of the Board of Directors of the Company, on August 21, 2023, considered and approvedthe allotment of 67,00,000 convertible share warrants on preferential basis to certain persons/ entities each carryingright upon being fully paid up, to subscribe one equity share of face value of ' 10 each at an issue price of ' 127.50/-.
During the current year, the Company has availed term loan from Bank of Maharashtra for the purpose of purchase ofplant and machinery carrying variable interest rate linked to MCLR plus spread (9.30% p.a as at March 31,2025) withagreed interest rate reset clause which is repayable in 42 equal monthly installments along with interest, upto 2029¬30. These are primarily secured by way of hypothecation of plant and machinery to be purchased out of the proceedsof such loan. The moratorium period of 6 months is applicable for principal repayment from the first disbursementdate.
The loan is also secured by way of corporate guarantee by M/s Oilmax Energy Private Limited (Holding Company).
The Company has availed vehicle loans. Interest rate charged ranges from 8.75% p.a. to 10.00% p.a. The vehiclesfinanced through such borrowing are forming part of the property, plant and equipment and have been hypothecatedfor the said borrowings. The borrowings will be repaid by the Company in equal predetermined installments overa period ranging from 39 to 48 months from the borrowings origination date with the last installment repayable in2026-27.
(b) Working capital facilities from bank :
(i) Cash credit facility from Bank of Maharashtra is secured by way of first pari-passu charge on stock and book debtsand all the current assets of the Company. Further, the facility is secured by certain fixed deposits and counterindemnity. The interest rate applicable to the facility is computed using prevailing MCLR plus spread (9.80% p.a. ason March 31,2025). These are repayable on demand. The facility is also secured by way of corporate guarantee byM/s Oilmax Energy Private Limited (Holding Company).
(ii) Cash credit facility from Union Bank of India is secured by way of exclusive charge on certain fixed depositsand counter indemnity, hypothecation of stock and book debts, plant and machineries at various projects of theCompany. The facility is secured by way of personal security of Mr. Kapil Garg (Managing Director), Mrs. Ritu Garg(Promoter) and Mr. Aman Garg (Non-Executive Director and relative of promoter and managing director). The interestrate applicable to the facility is computed using prevailing MCLR plus spread (9.80% p.a. as on March 31, 2025).The above mentioned personnel have also provided certain personal immovable properties as security. These arerepayable on demand. The facility is also secured by way of corporate guarantee by M/s Oilmax Energy PrivateLimited (Holding Company).
(iii) During the previous year, the Company had availed overdraft facilities which was secured by way of exclusive chargeon certain fixed deposits of the Company. The interest rate applicable to the facility was computed using prevailingfixed deposits rate 1%. The same has been fully repaid in current year.
2. The Company has recognized the following in the statement of profit and loss:
(i) Depreciation expense on right-of-use assets of ' 117.64 Lakhs (March 31,2024: ' 137.96 Lakhs) (Refer note 6)
(ii) Interest on lease liabilities of ' 7.30 Lakhs (March 31,2024: ' 14.34 Lakhs) (Refer note 34).
(iii) Expense amounting to '4,001.52 Lakhs (March 31,2024: ' 1,131.70 Lakhs) related to leases of low-value assets andleases with less than twelve months of lease term. These have been included under machine hire charges, vehiclehire charges and rent expenses (Refer notes 31 and 36).
(iv) Rental income amounting to Nil (March 31,2024: ' 40.73 Lakhs) is related to assets given on lease with less thantwelve months of lease term. It has been included in other operating income (Refer note 29).
3. The total net cash outflow for the payment of lease liability and interest is ' 339.23 Lakhs (March 31, 2024: ' 275.48Lakhs).
The fair value of financial assets and liabilities is the amount at which the instrument could be exchanged in a current transactionbetween willing parties, other than in a forced or liquidation sale.
Financial assets and financial liabilities measured at fair value in the Balance sheet are grouped into three levels of a fair valuehierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniqueswhich maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significantinputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The carrying amounts of trade receivable, cash and cash equivalents, other bank balances, loans, current security deposit, tradepayables and other current financial liabilities are considered to be the same as their fair values, due to their short term nature.Fair value of other non-current financial assets approximate their carrying amounts due to the fact that it is estimated bydiscounting future cash flows using market rates of interest applicable as at reporting dates.
Fair value of long term borrowings approximate their carrying amounts due to the fact that long term borrowings are measuredat amortized cost using the floating rates/fixed rates of interest, which in turn are based on interest rates prevailing in themarket for similar transaction.
The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of thesemutual fund units in the published statements as at reporting date.
The fair value of investments carried at FVTOCI is determined, using a valuation model based on assumptions that are neithersupported by prices from observable current market transactions in the same instrument nor are they based on availablemarket data. The fair value of these investments is categorized as Level 3 because the shares are neither listed on an exchangeand there were no recent observable arm's length transactions in the shares.
There are no transfers in either level during the reporting periods.
The Company's activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risk which theentity is exposed to and how the entity manages the risk and the related impact in the financial statements. The Company’s riskmanagement is done in close co-ordination with the board of directors and focuses on actively securing the Company's short,medium and long-term cash flows by minimizing the exposure to volatile financial markets. Long-term financial investmentsare managed to generate lasting returns. The Company does not actively engage in the trading of financial assets for speculativepurposes nor does it write options. The most significant financial risks to which the Company is exposed are described below:
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. The Company isexposed to credit risk from loans and advances to related parties, trade receivables, bank deposits and other financial assets.
Bank deposits are placed with reputed banks / financial institutions. Hence, there is no significant credit risk on such fixeddeposits.
The Company does not have significant credit risk from loans given considering these are provided to related parties or tofinancial institution for shorter duration. Mutual fund investments are made in liquid and overnight plans of renowned assetmanagement companies only. The credit risk associated with bank, security deposits and mutual fund investments is relativelylow.
The Company trades with recognized and credit worthy third parties. The Company periodically assesses the financial reliabilityof the counter party, taking into account the financial condition, current economic trends, and analysis of historical bad debtsand ageing of accounts receivable.
Credit risk on trade receivables is limited as the Company’s customer base majorly includes reputed and large corporate groupsand public sector enterprises. It is the Company’s policy that all customers who wish to trade on credit terms are subject tocredit verification procedures. Also, generally the Company does not enter into sales transaction with customers having creditloss history. In addition, trade receivable balances are monitored on an on-going basis with the result that the Company’sexposure to bad debts is not significant. In case of trade receivables due from related parties and in case of disputed tradereceivables, the Company performs individual credit risk assessment and creates expected credit loss allowance (ECL) basedon internal assessment. Further, the Company computes ECL on undisputed trade receivables (including those where ultimatecustomer is a non-related party) at each reporting date, based on provision matrix which is prepared considering historicallyobserved overdue rate over expected life of trade receivables and is adjusted for forward-looking estimates.
b) For reconciliation of loss allowance on trade receivables, refer note 15.1.
c) For reconciliation of loss allowance on contract assets, refer note 18.1.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at areasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - borrowings,trade payables, lease liabilities and other financial liabilities.
The Company’s principal sources of liquidity are cash and cash equivalents, current investments and the cash flow that isgenerated from operations. The Company believes that the working capital is sufficient to meet its current requirements.Accordingly, no liquidity risk is perceived. The Company closely monitors its liquidity position and maintains adequatesource of funding.
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and net asset value(NAV) of mutual fund units will affect the Company’s income or the value of its holdings of financial instruments. Theobjective of market risk management is to manage and control market risk exposures within acceptable parameters, whileoptimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying valueof post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of therelevant profit and loss item is the effect of the assumed changes in respective market risks.
The value of unquoted mutual fund investments measured at fair value through profit and loss as at March 31,2025 is' 1,837.92 Lakhs (March 31,2024: ' 340.93 Lakhs). A 10% change in value for year ended March 31,2025 would result inan impact of ' 183.79 Lakhs (March 31,2024: ' 34.09 Lakhs) on profit/ (loss) before tax and other equity (holding all othervariables constant).
Most of the Company’s transactions are carried out in INR ('). The Company is exposed to foreign exchange risk arisingfrom certain foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises fromrecognized assets and liabilities denominated in a currency that is not the Company’s functional currency. The Company’soperations in foreign currency creates natural foreign currency hedge. This results in insignificant net open foreigncurrency exposures considering the volumes and operations of the Company.
This refers to risk to Company’s cash flow and profits on account of movement in market interest rates.
For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates.To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of hedgedproducts and optimizes borrowing mix / composition.
The above calculation also assumes that the change occurs at the balance sheet date and has been calculated based onrisk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debtoutstanding during the period.
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they cancontinue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reducethe cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paidto shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt. The Company does nothave externally imposed capital requirements.
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employeebenefits. Benefits such as salaries, incentives and allowances, short term compensated absences, etc., and the expectedcost of bonus, ex-gratia are recognized in the year in which the employee renders the related service.
(i) Defined benefit plan
Gratuity (funded) :
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who arein continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salarymultiplied for the number of years of service.
The sensitivity analyzes above have been determined based on reasonably possible changes of the respective assumptionsoccurring at the end of the reporting period and may not be representative of the actual change. It is based on a changein the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption,the method (Projected Unit Credit Method) used to calculate the liability recognized in the balance sheet has been applied.The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with theprevious period. Sensitivities due to mortality and turnover are not material and hence impact of change due to these arenot calculated.
The Company is exposed to a number of risks, the most significant of which are actual salary growth rate and reductionin discount rate in future, which can increase the obligation.
(ii) Defined contribution plan
The Company pays fixed contribution to the provident fund, employee's state insurance corporation entitiesand labour welfare fund in relation to several state plans and insurances for individual employees. This fund isadministered by the respective Government authorities, and the Company has no legal or constructive obligationsto pay contributions in addition to its fixed contributions, which are recognized as an expense in the year the relatedemployee services are received.
Company's contribution to defined contribution plan recognized as employee benefit expenses is as below:
In FY 2021 - 22, the Company had approved "Asian Energy Services Limited - Employee Stock Option Plan - 2021"("AESL ESOP 2021") authorizing grant of not exceeding 380,744 stock options to the eligible employees. The schemeis designed to provide long term incentives for certain employees to deliver long term shareholders return. Duringthe current year, the Company has granted Nil (March 31, 2023: 380,000) employee stock options convertible intoequivalent equity shares to the eligible employees including that of group company pursuant to such scheme. Thedetails of activity under the ESOP schemes are summarized below:
Kapil Garg, Ritu Garg and Aman Garg have provided personal security towards cash credit facility availed by the Companyfrom Union Bank of India. These individuals have also provided certain personal immovable properties as security.
The Holding Company has also provided a Corporate Guarantee to the bankers towards cash credit facilities availed by theCompany. Such facility has a credit balance amounting to ' 1,579.85 Lakhs as on March 31,2025 (March 31,2024 - debitbalance of ' 1.79 Lakhs).
The Company has implemented one of its employee stock option plan through creation of a Special PurposeVehicle (SPV).The Company treats such SPV as its extension as in substance the Company assumes all the risks andrewards related to such arrangement including managing such SPV. Hence such SPV is not considered as related partyfor disclosure purpose in this note.
A The figures does not include provision for gratuity since it is actuarially determined for the Company as a whole. Further,1,51,000 stock options were granted to KMP during the current year (March 31,2024: Nil). Further 1,51,000 stock optionsare available with KMP’s as on March 31,2025 (March 31,2024 : 29,314).
* The figures are based on contractual arrangement executed and does not include the impact of Ind AS.
** Provision towards outstanding loan and interest accrued thereon aggregating ' 208.50 Lakhs was made during theyear ended March 31, 2023. Also, interest on loan receivable from such subsidiary has not been accrued in the books ofaccount considering the financial position of such subsdiary.
# This pertains to value of stock options to the employees of subsidiary - Asian Oilfield & Energy Services DMCC (Refernote 7).
(i) Represents Company’s share of expenses in joint operation at Indrora oilfield.
(ii) Material transactions with related parties are in compliance with Section 177 and 188 of the Act, as applicable. Theclosing balance with related parties are unsecured in nature. The settlement of receivable/ payable balances wouldbe done through cash or other financial asset.
For un-hedged foreign currency exposure, refer section 'Foreign currency risk’ under note 41 - Financial Risk Management.E31 CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE
As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% ofits average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. TheBoard of Directors of the Company had constituted CSR Committee.
During the previous year, since the Company has not met the applicability criteria and hence, the Company has not carried outany CSR activities. However, Company has met the criteria for applicability of CSR expenditure in current year and hence CSRprovisions are applicable.
The details for CSR activities carried out in current year are as follows:
g) In the normal course of business, the payment terms contractually agreed with the majority of the customers ranges from30 to 60 days except retention monies which are due after the completion of the project as per the terms of contract.
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. However, the date onwhich the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes intoeffect and will record any related impact in the period in which the Code becomes effective.
(i) Background
Government of India (GOI) had awarded an oil field in the Cambay basin having surface coverage of 150.77 sq.km to OilmaxEnergy Private Limited (Holding Company) for a period of 20 years. Pursuant to such award, a revenue sharing contract(RSC) was entered into between GOI and the Holding Company in September 2022. Such RSC allows for assignment ofParticipatory Interest ('PI') to other parties with the prior consent of GOI.
Subsequently, a Farmout agreement and a joint operating agreement (JOA) were entered between the Company andOilmax on April 08, 2023. Under this agreement, the Holding Company sold 50% of PI to the Company in this oilfieldfor a consideration of ' 1,770 Lakhs (including indirect taxes). This agreement also provides for rights and obligationsconcerning operations and activities under the contract.
Post that, an application was filed with GOI for approval of such sale of PI to the Company. The GOI approved the sale of PIwhich was effective from June 30, 2023. As a result, an amendment was made to RSC which also included the Companyin it.
As per joint operating agreement, the parties have rights to assets and obligation for the liabilities pertaining to the assetsof a joint arrangment in their respective PI.
The above acquisition of PI was in a producing oil field which already had proved reserves (inputs) on which the operationalprocess will be applied to achieve the sale of crude oil (output) and hence such acquisition constitutes a business as perInd AS 103 - "Business Combinations".
As a result of above acquisition, the Company will further strengthen its position in the oil and gas segment.
For the purpose of the valuation, the basis of value was fair value. Fair value is the amount at which an asset (or liability)could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in aforced or liquidation sale.
In the present scenario, the Company had acquired the rights towards reserves of crude oil and hydrocarbons (naturalresource) after purchasing 50% PI in a producing oil field. The underlying value of PI is derived from the reserves of suchnatural resources. The transaction was done by the Company for having access to such natural resource and the relatedwell facility. The operations in such PI as purchased are located in a specified region of Indrora, Gujarat. As on acquisitiondate, no brand was acquired by the Company. No material customer contracts/ relationships exists as on the acquistiondate. The business utilizes its own resource for supplying goods to customers and deploys its own sales force to interfacewith them. Further, there is no material assembled workforce acquired.
Basis the facts mentioned above, fair value of entire purchase consideration has been attributable towards a single classof asset which is an oil asset under property, plant and equipment.
(i) Ind AS 103 requires the identifiable assets and liabilities to be fair valued in order to ascertain the net fair value ofidentifiable assets, liabilities and contingent liabilities. These valuations are conducted by external valuation experts.These measurements are based on information available at the acquisition date and are based on expectations andassumptions that have been deemed reasonable by the management.
(ii) Discount rate of 20.62% has been used to determine free cash flows to the equity.
(iii) Tax rate of 25.17%, based on prevailing corporate tax rate in India, has been considered by the Company.
(iv) The acquisition contributed revenue from operations of ' 379.50 Lakhs and profit before tax of ' 71.31 Lakhs duringthe financial year ended March 31,2024.
(v) The consideration of ' 1,770.00 Lakhs (including indirect taxes) was paid in cash by the Company.
(vi) Capital reserve arising on acquisition has been recognized directly in equity.
Proved reserves are those quantities of petroleum that, by analysis of geological and engineering data, can be estimated withreasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under currenteconomic conditions, operating methods, and government regulations.
EBI AUDIT TRAIL (EDIT LOG) FEATURE IN THE ACCOUNTING SOFTWARE
The Ministry of Corporate Affairs (MCA) under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 insertedby the Companies (Accounts) Amendment Rules, 2021 requires companies, which use accounting software for maintainingtheir books of account, to use only such accounting software which has a feature of recording audit trail of each and everytransaction, creating an edit log of each change made in the books of account along with the date when such changes weremade and ensure that the audit trail cannot be disabled and whether audit trail has been preserved by the Company as per thestatutory requirements for record retention.
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. The audittrail feature is not tampered with during the year. Further, the audit trail has been preserved by the Company as per the statutoryrequirements for record retention from the date the audit trail was enabled for the accounting software, i.e. w.e.f. July 30, 2023.
These are the notes to the standalone financial statements referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 001076N / N500013
Bharat Shetty Kapil Garg Nayan Mani Borah
Partner Managing Director Chairman
Membership No.: 106815 (DIN-01360843) (DIN-00489006)
Shweta Jain Nirav Talati
Company Secretary Chief Financial Officer
(ACS-23368)
Place: Mumbai Place: Mumbai
Date: May 16, 2025 Date: May 16, 2025