b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of ' 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders. The dividend proposed by the Board of Directors if any, is subject to the approval of shareholders in the ensuring Annual General Meeting, except in case of interim dividend.
Nature and purpose of each reserve :
a) Capital Reserve
The capital reserve was created as per Composite scheme of arrangement among Adani Gas Holding Limited and Adani Gas Limited and Adani Enterprises Limited and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 approved by National Company Law Tribunal ("NCLT") Bench at Ahmedabad vide its order dated August 3, 2018. Hence, the same is not considered as a free reserve for the purpose of distribution of dividends.
b) Retained Earnings
The portion of profits not distributed among the shareholders are termed as retained earnings (free reserves). The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders, for distributing dividend and bonus or for any other purpose, as approved by the Board of Directors of the Company.
c) Equity instrument through other comprehensive income
This reserve represents the cumulative gains and losses arising on the remeasurement of equity investments measured at fair value through other comprehensive income.
d) Cash Flow Hedge Reserve
The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the cash flow hedge that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedged item.
i) Rupee Term Loan of NIL (previous year ' 7.38 Crore) is secured by First pari-passu charge on all movable fixed assets and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues. The same is repayable in Quarterly Instalments of ' 3.69 Crore each from Q1 FY25-26 to Q2 FY25-26 and said loan is being fully repaid in September 2025 as per schedule repayment
Rupee Term Loan of ' 89.57 Crore (previous year ' 129.38 Crore) is secured by First pari-passu charge on all movable fixed assets and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues. The same is repayable in 9 Quarterly Instalments of ' 9.95 Crore each from Q1 FY26-27 to Q1 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 8.10% and is payable on monthly basis.
Rupee Term Loan of ' 277.50 Crore (previous year ' 292.50 Crore) is secured by First pari-passu charge on all movable fixed assets and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues. The same is repayable in 2 Quarterly Instalments of ' 3.75 Crore each from Q1 FY26-27 to Q2 FY26-27 and 8 Quarterly Instalments of ' 18.75 Crore each from Q3 FY26-27 to Q2 FY28-29 and 4 Quarterly Instalments of ' 30 Crore each from Q3 FY28-29 to Q2 FY29-30 and said loan carries interest rate linked to the benchmark rate, presently @ 8.10% and is payable on monthly basis.
Rupee Term Loan of ' 275.34 Crore (previous year ' 309.07 Crore) is secured by First pari-passu charge on all movable fixed assets and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues. The same is repayable in 7 Quarterly Instalments of ' 20.55 Crore from Q1 FY26-27 to Q3 FY27-28 and 4 Quarterly Instalments of ' 32.88 Crore from Q4 FY27-28 to Q3 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 8.65% and is payable on monthly basis. Rupee Term Loan of ' 395 Crore (previous year ' 465 Crore) is secured by First pari-passu charge on all movable fixed assets and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows , receivables, book debts, commissions or revenues. The same is repayable in 1 Instalments of ' 20 Crore in Q1 FY26-27, and final instalment of ' 375 Crore in Q2 FY26-27 said loan carries interest rate linked to the benchmark rate, presently @ 7.75% and is payable on monthly basis.
ii) Foreign Currency Loan in form of External Commercial Borrowings (ECB) from Banks aggregating to USD 120 million equivalent to ' 1,138.02 Crore (previous year USD 60 million equivalent to ' 512.85 Crore) is secured by first raking charge on all movable fixed assets, fixed deposits of a long term nature for the purpose of the maintenance of the required Senior DSRA Balance. And second charge on all present and future current assets of the Borrower including its book debts, operating cash flows, receivables, commissions or revenues. The same is payable in bullet payment (one time) in Q2 FY29-30 and carries an interest rate of Overnight SOFR 1.75% Spread p.a. and interest is payable on semi annual basis.
iii) For current maturities of non current borrowing, refer note 28 Current Borrowings.
a) Trade credits from Banks amounting to NIL (previous year ' 40.98 Crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues and second pari passu charge (subordinate to the first ranking charge, if any, created by the Company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the Company. The said facility is fully repaid during the year.
b) Overdraft facility from Bank amounting to ' 9.98 Crore (previous year NIL) is availed against lien on fixed deposits with the Bank. The said facility presently carries interest rate of 6.95% p.a.
43 Contingent Liabilities and Commitments (to the extent not provided for) :
(i) Contingent Liabilities :
(' in crore)
Particulars
As at
March 31, 2026
March 31, 2025
Claims against the Company not acknowledged as Debts
a) Pending labour matters contested in various courts
0.27
0.26
b) Cases pending in Consumer Forums
0.90
0.91
c) Cases pending in MACT
0.10
d) In respect of Service tax, Excise Duty and VAT
27.49
26.61
e) In respect of Income Tax
1.76
2.03
f) Special Civil Suits
0.25
g) Property Tax
15.57
14.27
h) Other Litigation
0.37
i) The Company has extended Corporate Guarantee against the issuance of Performance Bank Guarantee in favor of Regulatory body for authorization awarded to Joint Venture Company.The aggregate amount of Corporate Guarantee outstanding as on March 31,2026 was ' 3,472.15 Crores (previous year ' 3,472.15 Crores).
j) Gas suppliers have submitted a claim of ' 103.63 Crores pertaining to earlier years (FY 2013-14 to FY 2021-22) for use of allocated gas for other than specified purpose. The Company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the company is not liable to pay any such claim. The company has already taken up the matter with concerned entities/authorities to withdraw the claim.
k) Haryana Shehri Vikas Pradhikaran ("HSVP") has raised demand notes of ' 39.18 crores against plot of lands allotted by HSVP to the Company for CNG gas stations. Presently the Company does not have any basis of the computation of the claim. The Company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. Till March 2026, Company has paid ' 25.58 crore against the demand note basis the computation as per the Company. The Company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in books.
l) NOIDA Authority had issued a demand notice dated February 2, 2021 for ' 108.21 crores and revised notice dated April 12, 2023 of ' 150.00 crores for the recovery of the alleged license fees of the plots allotted. The Company had filed a revision petition for quashing the impugned demand notices before Hon'ble Principal Secretary, Infrastructure and Industrial Development, U.P. The Hon'ble Principal Secretary had vide order dated March 28, 2024 disposed of the Revision Petition directing NOIDA Authority to decide the initial representations made by company as well as the issues relating to the possession of the disputed plots.
a) Interest on the above contingencies is not included in the above amounts wherever not ascertainable.
b) Management is not expecting any future cash outflow with respect to above litigations.
43 Contingent Liabilities and Commitments (to the extent not provided for) : (ii) Commitments :
(Contd...)
a) Estimated amount of contract on capital account to be executed and not provided for (net of advance)
595.46
946.01
44 Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management A) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities
The Company's principal financial assets include loans, trade receivables, cash and cash equivalents, deposits, investments, derivatives and other receivables. The Company's principal financial liabilities comprise of borrowings, trade and other payables, retention, capital creditors, lease liabilities, derivatives, and deposits from customers. The main purpose of these financial liabilities is to finance the Company's operations and projects.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
(iii) Financial Instrument measured at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
B) Financial Instruments and Financial Risk Review
In the ordinary course of business, the Company is mainly exposed to risks resulting from interest rate movements, exchange rate fluctuation collectively referred as Market Risk, Credit Risk, Liquidity Risk and Price risks. The Company's senior management oversees the management of these risks.
The Company's risk management activities are subject to the management, direction and control of Central Treasury Team of the Company under the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the Company. The Company's central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies & procedures and financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade payables for natural gas, capital creditors, FVTOCI investments and short term Investments.
a) Interest rate risk
The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.The Company enters into derivative contracts to manage its exposure to risk of changes in international interest rate benchmarks on its foreign currency borrowings.
For Company's total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year however the year end balances are not necessarily representative of the average debt outstanding during the year.
Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating and financing activities as the Company has foreign currency borrowings and other payables. The Company has hedged it's foreign currency borrowings and to that extent, the Company is not exposed to foreign currency risk.
Commodity price risk arises from the change in the commodity prices that may have an adverse effect on the Company's result in the current reporting period and future periods. The company's exposure to commodity risk is in relation to volatility in prices of natural gas. The administered price determined by the PPAC cell of Petroleum and Natural Gas Regulatory Board minimises the company's exposure to price risk . The Company manages its risk by maintaining a balanced procurement at administered and spot purchase rates. Further, risk arising on account of fluctuations in price of natural gas is mitigated by company's ability to pass on the fluctuations in prices to customers.
The Company invests its temporary surplus funds in various mutual funds and fixed deposits. In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.
ii) Credit Risk
Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. Concentrations of credit risk with respect to trade receivables are limited as majority credit sales are made to high credit worthy entities and balance credit sales are against securities in the form of customer security deposits and bank guarantees. All trade receivables are reviewed and assessed for default on regular basis. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low. The carrying amounts of other financial assets represent the maximum credit risk exposure.
For trade receivables, except for specifically identified cases, Company follows a simplified approach where provision is made as per the ageing buckets which are designed based on historical facts and patterns.
For financial assets other than trade receivables, Company presumes significant increase in credit risk only when financial assets are past due more than 30 days.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company's treasury team in accordance with the Company's risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.
The Company is exposed to default risk in relation to financial guarantees given related to interest obligation given to investors on behalf of joint venture company for the estimated amount that would be payable to the third party for assuming the obligation. The Company's maximum exposure in this regard on as at March 31, 2026 is ' 110.62 Crore.
iii) Liquidity Risk
Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance
44 Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : (Contd...) between continuity of funding and flexibility is maintained through continued support from its lenders and trade creditors as well as through issue of equity shares.
Maturity profile of financial liabilities :
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payment:
Management monitors the return on capital, as well as the level of dividends to equity shareholders. In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2026 and March 31, 2025 respectively.
iv) Capital Management
For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non -current/current borrowings. The Company's policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio.
The Company is exposed to various foreign currency risks as explained in note above. In line with the Company's Foreign Currency & Interest Rate Risk Management Policy, the Company has hedged 100% of it's foreign currency borrowings. To that extent, the Company is not exposed to foreign currency risk.
All borrowings related hedges are accounted for as cash flow hedges.
The Company is exposed to interest rate risks on floating rate borrowings as explained in note above.
There is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to the hedged risks.
In case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty and the Company's own credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
46 Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has incurred expenses of ' 17.00 Crore (Previous year: ' 15.50 Crore ) on the activities which are specified in Schedule VII of the Companies Act, 2013.
(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : ' 16.51 Crore ( Previous year: ' 15.23 Crore)
(v) Reason for shortfall : Not Applicable
(vi) CSR activities include expenditure on:
- Contribution to promote green environment
- Providing Free education to students from economically challenged families through implementing agency Adani Foundation
(vii) The amount of revenue expenditure incurred as mentioned in note (b) above has been contributed to Adani Foundation, a related party (refer note 49).
b) Defined Benefit Obligations :
The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. The scheme is funded with Life Insurance Corporation of India (LIC) in form of a qualifying insurance policy with effect from September 1, 2010 for future payment of gratuity to the employees who invests the funds as per Insurance Regulatory Development Authority guidelines.
Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the Management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The Management decides its contribution based on the results of this review. The Management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.
Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk, salary risk and liquidity risk.
Investment Risk The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
Interest Rate Risk The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Demographic Risk The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Salary Risk The present value of the defined benefit plan is calculated with the assumption of salary
increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Liquidity Risk This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.
b) Expected Contribution during the next annual reporting period
The Company's best estimate of Contribution during the next year is ' 22.68 Crore (March 31, 2025: ' 12.93 Crore)
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).
c) Compensated absences/ leaves
Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended March 31, 2026 is ' 11.34 Crore (March 31, 2025: ' 11.75 Crore).
i) The Company is dealing in the CNG & PNG sales to the domestic, industrial and commercial consumers. The above related party transaction do not include the transactions of CNG & PNG Gas sales to the related parties in ordinary course of business, as all such transactions are done at Arm's Length Price only. As per Para 11(c)(iii) of Ind AS-24 "Related Party Disclosures", normal dealings of Company with related parties by virtue of public utilities are excluded from the purview of Related Party Disclosures.
ii) Transactions amongst related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances of related parties at the year-end are unsecured and settlement occurs in cash.
iii) Remuneration to Key Managerial Personnel does not include provision for Leave Encashment and Gratuity as it is provided in the books of account on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified.
iv) All above figures for transactions during the year are net of taxes wherever applicable.
The Company has lease contracts for land, buildings and Servers used in its operations. Leases of this items are generally have lease terms between 1 to 99 years. Generally, the Company is restricted from assigning and subleasing the leased assets.
The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all the assets that have a lease term of twelve months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight line basis over the lease term. The weighted average incremental borrowing rate applied to discount lease liabilities is 9.75% p.a.
53 Other Disclosures
a) The Hon'ble Supreme Court on September 28, 2021 has disposed of an appeal filed by the Company claiming deemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gas distribution network. The Company has sought suitable directions from the PNGRB for the compliance of Hon'ble Supreme Court order. The counter party had filed an appeal before Appellate Tribunal for Electricity (APTEL) against an order of PNGRB. APTEL then disposed-off these appeals filed with the directions to PNGRB to adjudicate the matter. As such no financial impact has been considered in these financials statements.
b) The Company had signed a Definitive Agreement on November 3, 2020 for acquisition of 3 Geographical Areas namely Ludhiana, Jalandhar and Kutch (East). During the year ended March 31, 2025 the authorization for Jalandhar has been transferred to the Company by the Petroleum and Natural Gas Regulatory Board ('the PNGRB'). The intended transaction is yet to be consummated.
c) The Company has filed an appeal at Appellate Tribunal for Electricity (APTEL) challenging the impugned orders dated April 25, 2023 and April 26, 2023, passed by the PNGRB, whereunder the Company's application for authorisation has been rejected in relation to the laying, building, operating and expanding a City Gas Distribution Network in Noida District (including Greater Noida) Geographical Area and also for bifurcating Faridabad GA into F1 and F2 and awarding F1 to other entity.
54 Additional Regulatory Disclosures
a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimate beneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
No funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
b) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
c) The Company has not been Declared a wilful defaulter by any bank or financial institution.
d) The Company did not enter into any transactions during the year with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
e) There are no charges or satisfaction yet to be registered with the Registrar of Companies beyond the statutory period.
f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
g) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
h) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
i) The Company has sanctioned borrowings/facilities from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with books of accounts.
56 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 accounting software except that evidence of the audit trail feature being enabled and operated for direct changes to underlying database of the ERP software from May 27, 2025 to December 12, 2025 and audit trail logs was purged due to technical constraints with retention period of the storage solution. Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled. Additionally, the audit trail of relevant prior years has been preserved for record retention to the extent it was enabled and recorded in those respective years by the Company as per the statutory requirements for record retention.
57 During the previous financial year 2024-25, the Company's management became aware of an indictment filed by United States Department of Justice (US DOJ) and a civil complaint by Securities and Exchange Commission (US SEC) in the United States District Court for the Eastern District of New York against a non-executive director ("Director") of the Company. The director is indicted on three counts namely (i) alleged securities fraud conspiracy (ii) alleged wire fraud conspiracy and (iii) alleged securities fraud for making false and misleading statements and as per US SEC civil complaint, director omitting material facts that rendered certain statements misleading to US investors under Securities Act of 1933 and the Securities Act of 1934. The Company has not been named in these matters.
During the quarter ended March 31, 2026, the legal counsels representing the director have agreed to accept service of US SEC on behalf of such director, without accepting the jurisdiction of EDNY and reserving all rights and defences available to them. Subsequently, the legal counsels had filed letter with EDNY court and sought pre-motion conference in the matter including grounds for dismissal of the US SEC's civil complaint based on all defences including as to jurisdiction and merits of the matters. As at reporting date, the matter is pending to be heard by EDNY court.
Having regard to the status of the above-mentioned matters as at reporting date, and the fact that the matters stated above do not pertain to the Company, there were no impact to the Company as at year ended March 31, 2025. There are no changes to the above conclusions as at and for the year ended March 31, 2026.
58 As on November 21, 2025, the Government of India notified four Labour Codes (the 'Labour Codes') effective immediately replacing the existing 29 labour laws.
The impact of implementation of the Labour Codes has resulted in an increase in liability by ' 7.17 Crore. The amount has been measured and recognised based on management assessment on such implementation during the year ended March 31, 2026. The Company continues to monitor the finalization of Central and State Rules, as well as Government clarification on other aspects of the Labour Codes, and will recognize the consequential impact, if any, based on such developments.
59 Events Occurring After the Balance Sheet Date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of April 27, 2026 there are no subsequent events to be recognized or reported that are not already disclosed.
The Board of Directors have recommended final dividend of ' 0.25 (25%) per equity share of the face value of ' 1 each for the financial year 2025-26. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.
60 Approval of Financial Statements
The financial statements were approved for issue by the board of directors on April 27, 2026.