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 determined on amine-by-mine basis and are calculated basedon the present value of estimated futurecash out flows.
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 settlethe obligation 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.
Other provisions:
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 theamount of the obligation. When the Companyexpects some or all of a provision to be
reimbursed, for example, under an insurancecontract, the reimbursement is recognised as aseparate asset, but only when the reimbursementis virtually certain. The expense relating to aprovision is presented in the statement of profitand loss net of 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 Companyor a present obligation that arises from pastevents and that is not recognised because itis not probable that an outflow of resourcesembodying economic benefits will be requiredto settle the obligation. The Company does notrecognise a contingent liability but discloses itsexistence in the 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 recognisedwhen delivery has taken place and control ofthe goods has been transferred to the customeraccording to the specific delivery term that havebeen agreed with the customer and when thereare no longer any unfulfilled obligations.
Revenue is measured after deduction of anydiscounts, price concessions, volume rebatesand any taxes or duties collected on behalf ofthe government such as goods and services tax,etc. The Company accrues for such discounts,price concessions and rebates at inceptionto determine the transaction price based onhistorical experience and specific contractualterms with the customer.
The disclosure of significant accountingjudgements, estimates and assumptions relatingto revenue from contracts with customers areprovided in Note 3.1 (VI).
No element of financing is deemed present as thesales are made with credit terms largely rangingbetween 30 days and 60 days depending on thespecific terms agreed with customers.
II. Rendering of services
I ncome from services rendered is recognisedat a point in time based on agreements /arrangements with the customers when theservices are performed and there are nounfulfilled obligations.
III. 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 recognisedas revenue when the Company performsobligations under the contract.
Rebates to customers (Refund liabilities)
Rebates to customers is recognised for thecredit under various schemes includingexpected future rebates that are expected tobe claimed by the customers. The Companyupdates its estimates of rebates at the endof each reporting period. The Company doesnot have material sales return and hence, no
liabilities are recognised towards the sales atreporting date.
IV. Interest income
Interest income from a financial asset isrecognised when it is probable that theeconomic benefits will flow to the Company andthe amount 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.
V. Dividends
Dividend income is recognised when rightto receive is established (provided that it isprobable that the economic benefits will flowto the Company and the amount of income canbe measured reliably).
I. Defined contribution plan
Employee benefits in the form of contributionto Superannuation Fund, Provident Fundmanaged by government authorities (EPFO),Employees State Insurance Corporation andLabour Welfare Fund are considered as definedcontribution plans and the same are charged tothe statement of profit and loss for the year inwhich the employee renders the related service.
II. Defined benefit plan
The Company's gratuity fund scheme, additionalgratuity scheme and post-employment benefitscheme are considered as defined benefitplans. The Company's liability is determinedon the basis of an actuarial valuation usingthe projected unit credit method as at thebalance sheet date.
Employee benefit in respect of certain categoriesof employees, are provided in the form ofcontribution to provident fund managed by atrust set up by the Company till December 31,2024, is charged to statement of profit and lossfor the year in which the employee renders the
related service. The Company has an obligationto make good the shortfall, if any, between thereturn from the investment of the trust andinterest rate notified by the Government ofIndia till December 31, 2024. Such shortfall isrecognised in the statement of profit and lossbased on actuarial valuation. W.e.f. January 01,2025, such categories of employee benefithas also been included in defined employeecontribution plan as stated above.
Past service costs are recognised in thestatement of 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 applyingthe discount rate to the net balance of thedefined benefit obligation and the fair valueof plan assets. 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) Net interest expense or income
c) Re-measurements, comprising actuarialgains and losses, the effect of the assetceiling (if any), and the return on plan assets(excluding net interest), are recognisedimmediately in the balance sheet with acorresponding debit or credit to retainedearnings through OCI in the period in whichthey occur. Re-measurements are notreclassified to the statement of profit andloss in subsequent 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.
Accumulated 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.
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.
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. Termination benefits
Termination benefits are payable whenemployment is terminated by the Companybefore the normal retirement date, or whenan employee accepts voluntary redundancyin exchange for these benefits. The Companyrecognises termination benefits at the earlierof the following:
a) when the Company can no longer withdrawthe offer of those benefits;
b) when the Company recognises costs fora restructuring that is within the scopeof Ind AS 37 and involves the payment oftermination benefits.
In the case of an offer made to encouragevoluntary redundancy, the terminationbenefits are measured based on the numberof employees expected to accept the offer.Benefits falling due more than 12 monthsafter the end of the reporting period arediscounted to present value.
II. Deferred tax
Deferred tax is recognised for the futuretax consequences of deductible temporarydifferences between the carrying values ofassets and liabilities and their respective taxbases at the reporting date.
Deferred tax liabilities are recognised for alltaxable temporary differences, except:
Ý When the deferred tax liability arises fromthe initial recognition of goodwill or anasset or liability in a transaction that isnot a business combination and, at thetime of the transaction, affects neither theaccounting profit nor taxable profit or lossand does not give rise to equal taxable anddeductible temporary differences
Ý In respect of taxable temporary differencesassociated with investments in subsidiaries,associates and interests in joint ventures,when the timing of the reversal of thetemporary differences can be controlled andit is probable that the temporary differenceswill not reverse in the foreseeable future.Deferred tax assets are recognised forall deductible temporary differences, thecarry forward of unused tax credits andany unused tax losses. Deferred tax assetsare recognised only to the extent that itis probable that sufficient future taxableincome will be available against which suchdeferred tax assets can be realised, except:
Ý When the deferred tax asset relating tothe deductible temporary difference arisesfrom the initial recognition of an assetor liability in a transaction that is not abusiness combination and, at the timeof the transaction, affects neither theaccounting profit nor taxable profit or loss.
Ý In respect of deductible temporarydifferences associated with investmentsin subsidiaries, associates and interestsin joint ventures, deferred tax assets arerecognised only to the extent that it isprobable that the temporary differenceswill reverse in the foreseeable future andtaxable profit will be available against whichthe temporary differences can be utilised.
VI. Presentation and disclosure
For the purpose of presentation of definedbenefit plans, the allocation between theshort-term and long-term provisions havebeen made as determined by an actuary.Obligations under other long-term benefitsare classified as short-term provision, if theCompany does not have an unconditional rightto defer the settlement of the obligation beyond12 months from the reporting date. The Companypresents the entire compensated absences asshort-term provisions since employee has anunconditional right to avail the leave at any timeduring the year.
Tax expense comprises 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 liabilitiesare measured at the amount expected tobe recovered from or paid to the taxationauthorities. The tax rates and tax laws used tocompute the amount are those that are enactedor substantively enacted, at the reporting datein the countries where the Company operatesand generates taxable 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 tosituations in which applicable tax regulationsare subject to interpretation and recogniseexpense where 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.
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 is nolonger probable that sufficient future taxableincome will be available against which deferredtax asset can be realised. Any such write-downis reversed to the extent that it becomesreasonably certain that sufficient future taxableincome will 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 andwhen the deferred tax balances relate to thesame taxation 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.
I n the situations where one or more units ofthe Company are entitled to a tax holiday underthe tax law, no deferred tax (asset or liability) isrecognised in respect of temporary differenceswhich reverse during the tax holiday period,to the extent the concerned unit's gross totalincome is subject to the deduction during the
tax holiday period. Deferred tax in respect oftemporary differences which reverse after thetax holiday period is recognised in the year inwhich the temporary differences originate.However, the Company restricts recognition ofdeferred tax assets to the extent it is probablethat sufficient future taxable income will beavailable against which such deferred tax assetscan be realised. For recognition of deferredtaxes, the temporary differences which originatefirst are considered to reverse first.
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 theright to control the use of an identified asset for aperiod of time 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 accumulated impairment losses, if any.Right-of-use assets are depreciated from thecommencement date on a straight-line basisover the shorter of the lease term and usefullife of the underlying asset:
for recoverability whenever events or changesin circumstances indicate that their carryingamounts may not be recoverable.
Lease liabilities
Lease liability is initially measured at thepresent value of the future lease payments.The lease payments are discounted using theinterest rate implicit in the lease or, if not readilydeterminable, using the incremental borrowingrates. The Company uses the incrementalborrowing rate 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 themeasurement 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 short-term leaserecognition exemption to its short-term leases(i.e., those leases that have a lease term of 12months or less from the commencement date).
It also applies the low-value asset recognitionexemption on a lease-by-lease basis, if the leasequalifies as leases of low-value assets. In makingthis assessment, the Company also factorsbelow key aspects:
a) The assessment is conducted on anabsolute basis and is independent of thesize, 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 the asset is subleased or expected to besubleased, the head lease does not qualifyas a lease of a low-value asset.
Lease payments on short-term leases andleases of low-value assets are recognisedas expense on a straight-line basis overthe lease term. The related cash flows areclassified as Operating activities in theStatement of Cash Flows.
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 assetor assets, even if that right is not explicitlyspecified in an arrangement. Leases areclassified as finance leases whenever the termsof the lease transfer substantially all therisks and rewards of ownership to the lessee.
All other leases are classified as operatingleases. Rental income from operating leasesis generally recognised on a straight-line basisover the term of the relevant lease. Where therentals are structured solely to increase in linewith expected general inflation to compensatefor the Company's expected inflationary costincreases, such increases are recognised in theyear in which such benefits accrue. Initial directcosts incurred in negotiating and arrangingan operating lease are added to the carryingamount of the leased asset and recognised ona straight-line basis over the lease.
Government grants are recognised at their fair valuewhen there is a reasonable assurance that the grantwill be received, and all attached conditions willbe complied with.
Where the grants relate to an item of expense, theyare recognised as income on a systematic basis inthe statement of profit and loss over the periodsnecessary to match them with the related costs,which they are intended to compensate.
Where the grant relates to an asset, it is recognisedas income in equal amounts over the expected usefullife of the related asset.
When the Company receives grants of non-monetaryassets, the asset and the grant are recorded at fairvalue amounts and released to the statement of profitand loss over the expected useful life in a pattern ofconsumption of the benefit of the underlying asset.
When loans or similar assistance are provided bygovernments or related institutions, with an interestrate below the current applicable market rate, theeffect of this favourable interest is regarded as agovernment grant. The loan or assistance is initiallyrecognised and measured at fair value and thegovernment grant is measured as the differencebetween the initial carrying value of the loan andthe proceeds received. The loan is subsequentlymeasured as per the accounting policy applicable tofinancial liabilities.
Government grant receivables are discounted totheir present value. If the effect of the time valueof money is material, Government grant receivables
are discounted using a current pre-tax rate thatreflects current market assessments of the timevalue of money and the risks specific to the asset.When discounting is used, the increase in thereceivable due to the passage of time is recognisedas a component of "Government grant including dutycredits/refunds.
N. Earnings per share
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 conversionof all dilutive potential equity shares.
O. Foreign currencies translations
The Company's standalone financial statementsare presented in (H), which is also the Company'sfunctional 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.
P. Cash and cash equivalents
Cash and cash equivalent in the balance sheet and forthe purpose of standalone statement of cash flowscomprise cash at banks and on hand, short-termdeposits with an original maturity of three monthsor less and investment in liquid mutual funds that arereadily convertible to a known amount of cash andsubject to an insignificant risk of changes in value.
Q. Dividend
The Company recognises a liability to pay dividendto equity holders of the parent when the distributionis authorised, and the distribution is no longer atthe discretion of the Company. As per the corporatelaws in India, a distribution is authorised when itis approved by the shareholders. A correspondingamount is recognised directly in equity.
R. Classification of current and non-current assetsand liabilities
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.
S. Exceptional Items
Exceptional items refer to items of income orexpense, within the statement of profit and loss fromordinary activities which are non-recurring and areof such size, nature or incidence that their separatedisclosure is considered necessary to explain theperformance of the Company.
3.1 Use of estimates and judgements
The preparation of the Company's financialstatements requires management to makejudgements, estimates and assumptions that affectthe reported amounts of revenues, expenses, assetsand liabilities, and the accompanying disclosures,and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimatescould result in outcomes that require a materialadjustment to the carrying amount of assets orliabilities affected in future periods.
Estimates and judgements are continuallyevaluated and are based on historical experienceand other factors, including expectations of futureevents that are believed to be reasonable underthe circumstances.
The estimates and underlying assumptions arereviewed on an ongoing basis. Revisions toaccounting estimates are recognised in the periodin which the estimate is revised if the revision affectsonly that period, or in the period of the revision andfuture period, if the revision affects current andfuture period. Revisions in estimates are reflectedin the financial statements in the period in whichchanges are made and, if material, their effects aredisclosed in the notes to the financial statements.
The key assumptions concerning the future andother key sources of estimation uncertainty at thereporting date, that have a significant risk of causinga material adjustment to the carrying amounts ofassets and liabilities within the next financial year,are described below. Existing circumstances andassumptions about future developments may changedue to market changes or circumstances arising thatare beyond the control of the Company. Such changesare reflected in the assumptions when they occur.
I. Classification of legal matters and taxlitigations (Refer Note 49)
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 specialisedlawyers. Determination of the outcome ofthese matters into "Probable, Possible andRemote” require judgement and estimation oncase to case basis.
II. Defined benefit obligations (Refer Note 51)
The cost of defined benefit gratuity plans, andpost-retirement medical benefit is determinedusing actuarial valuations. The actuarialvaluation involves making assumptions aboutdiscount rates, future salary increases, mortalityrates and future pension increases. Due to thelong-term nature of these plans, such estimatesare subject to significant uncertainty.
III. Useful life of property, plant and equipment(Refer Note 4)
The charge in respect of periodic depreciationis derived after determining an estimate of anasset's expected useful life and the expectedresidual value. Increasing an asset's expectedlife or its residual value would result in a reduceddepreciation charge in the statement of profitand loss. The useful lives of the Company'sassets are determined by management at thetime the asset is acquired and reviewed at leastannually for appropriateness. The lives are basedon historical experience with similar assets as
well as anticipation of future events, which mayimpact their life, such as changes in technology.
IV. Impairment of Property, plant andequipment (Refer Note 4)
Determining whether the property, plant andequipment are impaired requires an estimate ofthe value of use. In considering the value in use,the management has anticipated the capacityutilisation of plants, operating margins, mineableresources and availability of infrastructureof mines, and other factors of the underlyingbusinesses / operations. Any subsequentchanges to the cash flows due to changes inthe above-mentioned factors could impact thecarrying value of property, plant and equipment.
V. Incentives under the State Industrial Policy(Refer Note 12 and 20)
The Company's manufacturing units in variousstates are eligible for incentives under therespective State Industrial Policy. The Companyaccrues these incentives as refund claimsin respect of VAT/GST paid, on the basis thatall attaching conditions were fulfilled by theCompany and there is reasonable assurancethat the incentive claims will be disbursed bythe State Governments.
The Company measures expected credit lossesin a way that reflects the time value of money.Any subsequent changes to the estimatedrecovery period could impact the carrying valueof Incentives receivable.
VI. Discounts / rebate to customers (ReferNote 37)
The Company provides discount and rebateson sales to certain customers. Revenue fromthese sales is recognised based on the pricecharged to the customer, net of the estimatedpricing allowances, discounts, rebates, andother incentives. In certain cases, the amount ofthese discount and rebates are not determineduntil claims with appropriate evidence ispresented by the customer to the Company,which may be some time after the date ofsale. Accordingly, the Company estimates theamount of such incentives basis the termsof contract, incentive schemes, historical
experience adjusted with the forward-looking,business forecast and the current economicconditions. To estimate the amount ofincentives, the Company uses the most likelymethod. Such estimates are subject to theestimation uncertainty.
Bulk inventory for the Company primarilycomprises of coal, petcoke and clinker which areprimarily used during the production process atthe manufacturing locations. Determination ofphysical quantities of bulk inventories is donebased on volumetric measurements and involvesspecial considerations with respect to physicalmeasurement, density calculation, moisture,etc. which involve estimates / judgements.
The Ministry of Corporate Affairs (MCA) notified theInd AS 117, Insurance Contracts, vide notificationdated 12 August 2024, under the Companies (IndianAccounting Standards) Amendment Rules, 2024,
which is effective from annual reporting periodsbeginning on or after 1 April 2024.
i. Ind AS 117 Insurance Contracts is acomprehensive new accounting standard forinsurance contracts covering recognition andmeasurement, presentation and disclosure.Ind AS 117 replaces Ind AS 104 InsuranceContracts. Ind AS 117 applies to all types ofinsurance contracts, regardless of the type ofentities that issue them as well as to certainguarantees and financial instruments with
discretionary participation features; a few scopeexceptions will apply. Ind AS 117 is based on ageneral model, supplemented by:
Ý A specific adaptation for contracts
with direct participation features (the
variable fee approach)
Ý A simplified approach (the premium
allocation approach) mainly for
short-duration contracts
The application of Ind AS 117 does not havematerial impact on the Company's separatefinancial statements as the Company has notentered any contracts in the nature of insurancecontracts covered under Ind AS 117.
Amendments to Ind AS 116 Leases - LeaseLiability in a Sale and Leaseback
The MCA notified the Companies (IndianAccounting Standards) Second AmendmentRules, 2024, which amend Ind AS 116,Leases, with respect to Lease Liability in aSale and Leaseback.
The amendment specifies the requirementsthat a seller-lessee uses in measuring thelease liability arising in a sale and leasebacktransaction, to ensure the seller-lessee does notrecognise any amount of the gain or loss thatrelates to the right-of-use it retains.
The amendment is effective for annual reportingperiods beginning on or after April, 1 2024 andmust be applied retrospectively to sale andleaseback transactions entered into after thedate of initial application of Ind AS 116.
The amendments do not have a material impacton the Company's financial statements.
(i) Accrued for Government incentive / Grants including tax credits / Refunds under various incentive schemes of Stateand Central Government.
(ii) The Company is eligible for various incentives from the Government authorities as per the policies / schemes ofrespective State / Central Government. Income from such Government incentive / grants including tax credits /refunds has been disclosed separately in these standalone financial statements as "Government Grants includingduty credits/refunds” which earlier was disclosed / included as other operating revenue. This separate disclosurehas been given effect from the current year ended March 2025, and figures for previous year ended March 2024have been accordingly regrouped / reclassified.
The Company was eligible for incentive in the form of exemption of Excise duty on captive consumption of clinker forthe period from February 2005 to February 2013 as per notification no. 67/95-CE dated March 16, 1995. The exciseauthorities, Shimla had denied the above exemption to the Company and accordingly the Company paid the aforesaidduty and expensed the duty amount in the respective earlier financial years. During the year ended March 31, 2025,the Company received an order from the Office of The Assistant Commissioner - Central Goods and Service Tax,Shimla Division dated November 27, 2024 allowing refund of amount paid against exemption of excise duty oncaptive consumption of clinker by the Company pertaining to Darlaghat unit amounting to H189.52 crore. This refundorder is allowed pursuant to the order of the Regional bench of Hon'ble Customs, Excise and Service Tax AppellateTribunal, Chandigarh ("CESTAT”) on July 1, 2024 after the Hon'ble Supreme Court vide it's judgement dated March 03,2016 had allowed the appeal in Company's favour which was subsequently denied by the department on differentgrounds. Accordingly, a receivable amount of H189.52 crore is recognised as income during the year ended March 31,2025 based on the refund order dated November 27, 2024 of The Assistant Commissioner - Central Goods andService Tax, Shimla Division, Himachal Pradesh.
(iii) During the year, the Company had accrued government incentive income of ' 138 crore relating to earlier yearsin terms of West Bengal State Support Industries Scheme, 2013 ("WBSSIS 2013”) for the Company's Sankrail unitafter the Company assessed that it is reasonably certain to ultimately realise the incentive amount, basis internalassessment backed up by independent legal opinion and Hon'ble Calcutta High court orders in a similar set of cases.In a similar incentive claim dispute involving claims of ' 119 crore (involving unilateral change in policy by stategovernment) in respect of Company's incentive claim for Farakka plant, the Hon'ble Supreme Court in it's judgementdated September 27, 2024 rejected the special leave petition submitted by West Bengal Industrial DevelopmentCorporation (WBIDC) against the earlier favourable order of Hon'ble Calcutta High Court (directing state governmentto honour its commitments as per applicable West Bengal Incentive Scheme, 2000). The Management of Companyexpects that its above incentive claims will be fully realised over the period of time.
The Company had appealed against the penalty to the COMPAT which granted a stay on November 21, 2016with a condition to deposit 10% of the penalty amount, in the form of fixed deposit (the said condition hasbeen complied with) and also decided to levy interest of 12% p.a. in case the appeal is decided against theappellant (the "Interim order”). Interest amount on penalty as on March 31, 2025 is H1,140.04 crore (PreviousYear - H1,003.38 crore). Meanwhile, pursuant to the notification issued by Central Government on May 26,2017, any appeal, application or proceeding before COMPAT is transferred to National Company Law AppellateTribunal (NCLAT).
NCLAT vide its order dated July 25, 2018, dismissed the Company's appeal and upheld the CCI's order.Againstthe above order of NCLAT, the Company appealed before the Hon'ble Supreme Court on September 12, 2018,which by its order dated October 05, 2018 had admitted the appeal and directed that the interim orderpassed by the COMPAT will continue in the meantime. Presently, the matter is pending for hearing withHon'ble Supreme Court.
Based on the advice of external legal counsel, the Company believes it has a strong case on merits forsuccessful appeal in this matter. Accordingly, the Company is of the view that no provision is necessary inthe financial statements.
ii) I n a separate matter, the Director, Supplies and Disposal, Haryana filed information that seven cementcompanies including the Company had allegedly engaged in collusive bidding in contravention of theCompetition Act, 2002. The CCI by its order dated January 19, 2017, imposed a penalty of H29.84 crore(Previous year - H29.84 crore) on the Company.
The Company has filed an appeal against the order of the CCI before the COMPAT which had stayed the orderof the CCI. The matter is now listed before the NCLAT and is pending for hearing.
Based on the advice of external legal counsel, the Company believes it has a strong case on merits forsuccessful appeal in this matter. Accordingly, the Company is of the view that no provision is necessary in thefinancial statements.
A matter relating to 75% exemption from Rajasthan Sales tax, granted by Government of Rajasthan in financialyear 2001-02. However, the eligibility of exemption in excess of 25% was contested by the State Government ina similar matter of another Company.
In the year 2014, pursuant to the unfavourable decision of the Hon'ble Supreme Court in that similar matter, thesales tax department initiated proceedings for recovery of differential sales tax and interest thereon on the groundthat the Company had given an undertaking to deposit the differential amount of sales tax, in case decision ofthe Hon'ble Supreme Court goes against in this matter.
Against the total demand of H239.77 crore (net of provision of H8.20 crore), including interest of H134.45 crore(March 31, 2024 - H239.77 crore, including interest of H134.45 crore) the Company had deposited H143.52 crorein financial year 2014-15, including interest of H30.00 crore (March 31, 2024 - H143.52 crore, including interest ofH30.00 crore) towards sales tax under protest and filed a Special Leave Petition in the Hon'ble Supreme Court withone of the grounds that the tax exemption was availed by virtue of the order passed by the Board for Industrial& Financial Reconstruction (BIFR) during the relevant period. On Company's petition, the Hon'ble Supreme Courthas granted an interim stay on the balance interest. Based on the advice of external legal counsel, the Companybelieves that, it has good grounds for a successful appeal on December 22, 2014. Accordingly, the amount hasbeen disclosed as contingent liability.
A matter wherein service tax department issued show cause notices for denial of cenvat credit with regard toservice tax paid on outward transportation for sale to customers on Freight On Road (F.O.R.) during January 2005
to June 2017 basis, was classified as 'possible' and accordingly H174.68 crores was disclosed as contingent liabilityas on March 31, 2024. In the current year, the Company has received favourable decisions by CESTAT, Delhi andCESTAT, Ahmedabad in four identical cases of Ambuja Cement Limited basis which the Company has reassessedit's position and determined that it has "remote" exposure with respect to these cases. Accordingly, pending casesamounting to H161.85 crore has been classified from contingent liability to remote.
i) A matter wherein the Collector of Stamps, Delhi vide its order dated August 07, 2014, directed erstwhile Holcim(India) Private Limited (HIPL) (merged with the Company) to pay stamp duty (including penalty) of H287.88crore (March 31, 2024 - H287.88 crore) on the merger order passed by Hon'ble High Court of Delhi. HIPL (nowAmbuja Cements Limited) filed writ petition before Hon'ble Delhi High Court for setting aside/ quashing of theorder dated August 07, 2014 and the Hon'ble High Court of Delhi granted an interim stay . The matter wasclassified as 'possible' and accordingly disclosed as contingent liability as on March 31, 2024. During the yearended, March 31, 2025 the Hon'ble Delhi High Court vide its judgement dated November 06, 2024 allowedthe writ petition of Ambuja and set aside the impugned order.
Further, during the year the Collector of Stamps has filed Letter Patent Appeal in Delhi High Court against thedismissal of writ petition and notice has been issued to Ambuja on April 02, 2025 for hearing on July 17, 2025with respect to condonation of delay application, interim stay application and appeal filed by the department.
Considering the favourable order from Delhi High court, company has re-assessed it's position and determinedthat it has "remote" exposure with respect to the case. Accordingly, the case has been classified fromcontingent liability to remote.
ii) The High Court of Gujarat on March 18, 2014 sanctioned the scheme of amalgamation of Holcim India withAmbuja Cement Limited (ACL) with an appointed date of April 01,2013. ACL paid H10.00 crore as stamp dutybased on the rate applicable on the appointed date. However, the maximum stamp duty was increased toH25.00 crore in place of H10.00 crore through an amendment dated May 15, 2013. The Collector of Stampissued a show cause notice to ACL for not paying the deficit stamp amounting to H15.00 crore within thestipulated time.
ACL filed a Stamp Reference before the Gujarat High Court and it vide order dated February 10, 2023 ruledin favour of ACL, stating that the levy of stamp duty should be based on the appointed date and not the dateof the High Court's sanction. The Collector had no authority to impound the instrument or levy a penalty.Aggrieved by the judgement of the High Court, Chief Controlling Revenue Authority has preferred a SLP onAugust 26, 2023 before Hon'ble Supreme Court and the same is pending for adjudication.
The Company was entitled to excise duty incentives on manufacturing of Cement and Clinker in certain states.The Company has been contending that the said incentives are in the nature of capital receipts and hence notliable to income tax. However, the Income tax department had consistently denied the position and consideredthese incentives as a taxable receipt. Appeals were filed by the Company against the orders of the AssessingOfficer which were pending before the ITAT. In November 2022, the Company received favourable orders from ITAT.
Basis the favourable orders, at the Income Tax Appellate Tribunal (ITAT) level, excise duty incentive matteramounting to H215.05 crore along with interest payable of H111.18 crore has been re-assessed as remote, whichwere disclosed as contingent liability in March 2024.
i) Regional Provident Fund Commissioner(RPFC) initiated enquiry under Section 7A of EPFO Act, 1952 for theperiod December 2003 to December 2010. During the enquiry proceedings the enforcement officer (EO)filed a preliminary report wherein EO recommended to pass an order for deposit of H25.42 crore on account
of PF contribution towards the transport workers engaged in the transportation business of the Companyat the Ropar plant. RPFC held that Company being the principal employer for transporter's engaged ascontract workmen with the Company and directed the EO to conduct further enquiry and submit final report.Aggrieved by the RPFC's order, ACL filed a Writ Petition on February 10, 2025 before the Punjab and HaryanaHigh Court for setting aside the said order.
In separate proceedings for the period October 1995 to February 2007, RPFC vide its order dated July 30,2022 assessed PF contribution of H28.63 crore in respect of Transport Worker at Darlaghat plant payableby the Company. Appeal have been filed before CGIT Chandigarh and is pending for final adjudicationsince May, 2024.
ii) Regional Provident Fund Commissioner passed an order on March 22, 2022 directing the Company to payH25.01 crore towards dues with respect to provident fund contributions under the EPF & MP Act. An inspectionreport was submitted to RPFC, Jodhpur, requesting an order to raise a demand for non-payment/underpaymentof PF contributions for the mentioned heads, including transport workers at Rabriyawas plant. The mainfinding pointed to discrepancies in the statement of accounts maintained by Ambuja cements Ltd and thecorresponding PF contributions for the period from November 2013 to August 2015. The inspectors viewedtransport workers as contract workers. Based on the inspection report, RPFC, Jodhpur initiated proceedingsunder Section 7A of Employee's Provident fund Act, 1952 against the Company. The Company has filed awrit petition challenging the final order before the Rajasthan High Court at Jodhpur. Interim stay vide orderdated April 27, 2022 is there in favour of the Company and the matter is pending for adjudication.
long-term returns in order to limit the cost to the Company of the benefits provided. To achieve this, investmentsare well diversified, such that the failure of any single investment would not have a material impact on the overalllevel of assets.
Each year, the Board of Trustees and the Company review the level of funding. Such a review includes theasset-liability matching strategy and assessment of the investment risk. The Company decides its contributionbased on the results of this annual review.
The plans in India typically expose the Company to actuarial risks such as: investment risk, interest rate risk,longevity risk and salary risk.
i) Investment risk: As the plan assets include significant investments in quoted debt and equity instruments,the Company is exposed to the risk of impacts arising from fluctuation in interest rates and risks associatedwith equity market and related impairment.
ii) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partiallyoffset by an increase in the return on the plan's debt investments.
iii) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the futuresalaries of plan participants. As such, an increase in the salary of the plan participants will increase theplan's liability.
iv) 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.
c) Summary of the components of net benefit / expense recognised in the Statement of Profit and Loss, the fundedstatus and amounts recognised in the Balance Sheet for the respective gratuity plans is as under:
The Company has secured the Fly Ash Utilisation and related compliance contract for a minimum 5 MTPA Fly Ash withAdani Power Limited (a related party) for a period of 3 years subject to total validity of tender of 10 years.
Amount recognised and included in Note 43 "Contribution to Provident and Other Funds” of the Statement ofProfit and Loss H23.31 crore till December 31, 2024 (March 31, 2024 - H23.76 crore).
The Company has defined benefit gratuity plan, additional gratuity plan for certain category of employess andtrust managed provident fund plan.Trust managed provident fund plan was operative till December 31, 2024 andthereafter the balance was transferred to the account of the Central board of trustees, Employees ProvidentFund. (Refer note (g) below)
The gratuity and provident fund plan (till December 31, 2024) is in the form of a trust and it is governed by theBoard of Trustees appointed by the Company. The Board of Trustees is responsible for the administration of theplan assets including investment of the funds. The trust has developed policy guidelines for the allocation ofassets to different classes with the objective of controlling risk and maintaining the right balance between risk and
i) Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,expected salary increase and mortality. These sensitivities have been calculated to show the movementin defined benefit obligation in isolation and assuming there are no changes in market conditions at thereporting date. There have been no changes from the previous periods in the methods and assumptions usedin preparing the sensitivity analysis.
ii) The discount rate is based on the prevailing market yields of Government of India securities as at the BalanceSheet date for the estimated term of the obligations.
iii) 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.
iv) Basis used to determine expected rate of return on assets
The Company has considered the current level of returns on policies declared by Life Insurance Corporationof India (LIC), to develop the expected long-term return on assets for funded plan of gratuity.
v) In the absence of detailed information regarding plan assets which is funded with Life Insurance Corporationof India (LIC), the composition of each major category of plan assets the percentage or amount for eachcategory to the fair value of plan assets has not been accordingly disclosed.
Provident Fund for certain eligible employees is managed by the Company through a trust "Ambuja Cements StaffProvident Fund Trust", in line with the Provident Fund and Miscellaneous Provisions Act, 1952. During the yearthe Company has submitted the application to surrender the provident fund exemption under the Employees'Provident Fund & Miscellaneous Provisions Act, 1952 on its own volition with effect from January 01, 2025,with the relevant authorities. The same has been approved by the Employees Provident Fund Organisation onprovisional basis vide its letter dated January 27, 2025.
I n this regard, Company has provisionally determined the obligation as at December 31, 2024 amounting toH110.78 crore. Accordingly an amount of H110.78 crore lying in the different classes of plan assets in the accountof Ambuja Cement Limited Staff Provident Fund Trust has been transferred to the account of the Central boardof trustees, Employees Provident Fund on provisional basis. The Company do not expect any additional liabilitiespayable to Employees' Provident Fund Organisation (EPFO).
Subsequent to such transfer, w.e.f. January 1, 2025 the Company have started contributing its providentfund obligation of the employer as well as of the employee on a monthly basis to Employees' Provident FundOrganisation (EPFO).
The contribution by the employer and employee together with the interest accumulated thereon are payable toemployees at the time of separation from the Company or retirement, whichever is earlier. The benefits vestsimmediately on rendering of the services by the employee.
i) The sensitivity analysis as of year ended March 31, 2024 presented above may not be representative of the actualchange in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolationof one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation hasbeen calculated using the projected unit credit method at the end of the reporting period which is the same asthat applied in calculating the defined benefit obligation recognised in the Balance Sheet.
ii) The Company had invested provident fund of H9.05 crore through a trust "Ambuja Cements Staff Provident FundTrust" in bonds of IL&FS Financial Services Limited and Diwan Housing Finance Limited. In view of uncertaintiesregarding recoverability of this investments, during the year ended December 31,2019 the Company had providedH9.05 crore being the change in re-measurement of the defined benefit plans, in Other Comprehensive Incometowards probable incremental employee benefit liability that may arise on the Group on account of any likelyshortfall of the Trust in meeting its obligations.
Subsequent to the provisional surrender of provident fund exemption, the Company have transferred all the assetsand liabilities except for the above securities which are carried at Nil fair value since earlier years.
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 asmarket risk, credit risk and liquidity risk that may arise as a consequence of its business operations as well as itsinvesting and financing activities. Accordingly, the Company's risk management framework has the objective ofensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistentmanner and in compliance with applicable regulations.
All derivative activities for risk management purposes are carried out by specialist teams that have the appropriateskills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposesshall 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 andc) interest rate risk. Financial instruments affected by market risk comprise deposits, investments, trade payables.
The Company's investments are predominantly held in fixed deposits and liquid mutual funds. Mark to marketmovements in respect of the Company's investments are valued through the Statement of Profit and Loss.Fixed deposits are held with highly rated banks and are not subject to interest rate volatility.
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 Price risk
Commodity price risk for the Company is mainly related to fluctuations in coal and pet coke prices linked tovarious external factors, which can affect the production cost of the Company. Since the energy costs is one ofthe primary costs drivers, any fluctuation in fuel prices can lead to a drop in operating margin. To manage thisrisk, the Company take following steps:
i) Optimising 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 internationalcoal and petcoke.
iii) Use of alternative Fuel and Raw Materials (AFR) and enhancing the utilisation of renewable power includingits onsite and offsite solar, wind, hydro power and Waste Heat Recovery System (WHRS).
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. Based on sensitivityanalysis, the Company has well defined forex exposure threshold limit approved by Board of Directors, beyondwhich all forex exposure are fully hedged.
The carrying amounts of the Company's foreign currency denominated monetary assets / liabilities at the end ofthe reporting periods expressed in ', are as follows:
The Company does not have higher concentration of credit risks since no single customer accounted for 10% ormore of the Company's net sales.
Total trade receivable as on March 31, 2025 is H692.40 crore (March 31, 2024 - H693.26 crore).
Refer Note 16 for ageing of trade receivables.
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, incentives receivables from government and loans 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 defaults in 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 ratingby international and domestic credit rating agencies.
Investments 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.
Total non-current investments (other than subsidiaries and joint arrangements), Investments in liquid mutual fundsand Investments in Government securities as on March 31, 2025 are H9.65 crore, H1,998.02 crore and H347.63crore (March 31, 2024 - H9.20 and H855.41 crore).
Incentives receivable from the Government
The Company has manufacturing units in various states; mainly those in Maharashtra, Rajasthan and Kolkata,are eligible for incentives under the respective State Industrial Policy. The Company has been accruing theseincentives as refund claims in respect of VAT / GST paid.
Credit Impaired
For expected credit loss as at each reporting date the Company assesses position for the assets for whichcredit risk has not significantly increased from initial recognition, assets for which credit risk has increasedsignificantly but are not credit impaired and for assets for which credit risk has increased significantly and arecredit impaired. The Company assesses detrimental impacts on the estimated future cash flows of the financialasset including loans, receivables and other assets. Based on the assessment of the observable data relating tosignificant financial difficulty and creditworthiness of the counterparties, the management believes that thereare no financial assets which are credit impaired except as disclosed in the notes to the financial statements.
Expected credit loss assessment
For trade receivables, as a practical expedient, the Company compute 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.
Note:
a) Other financial liabilities includes deposits received from customers amounting to H581.22 crore (March 31,2024 - H546.52 crore). These deposits do not have a contractual re-payment term but are repayable on demand.Since, the Company does not have an unconditional right to defer the payment beyond 12 months from reportingdate, these deposits have been classified under current financial liabilities. For including these amounts in theabove mentioned maturity analysis, the Company has assumed that these deposits including interest thereon,will be repayable at the end of the next reporting period. The actual maturity period for the deposit amountand the interest thereon can differ based on the date on which these deposits are settled to the customers.
b) Other financial liabilities includes Security deposit from dealers, Payable towards purchase of Property, plantand equipment and Intangible assets (including hold and retention money), Purchase consideration payabletowards acquisition of subsidiary and others (Refer Note 34)
The Principal business of the Company is manufacturing and sale of cement (incl. intermediatory products) andcement related products. As per para 4 of Ind AS 108 "Operating Segments”, if a single financial report contains bothconsolidated financial statements and the separate financial statements of the Holding Company, segment informationis required only in consolidated financial statements. Thus, the information related to disclosure of operating segmentsrequired under Ind AS 108 "Operating Segments”, is given by the Company in Consolidated Financial Statements.
3. The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies(ROC) beyond the statutory period.
4. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
5. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities(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.
6. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) withthe understanding (whether recorded in writing or otherwise) that the Company shall:
7. The Company does not have any transaction which is not recorded in the books of account that has beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (suchas, search or survey or any other relevant provisions of the Income Tax Act, 1961.
8. The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (asdefined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilfuldefaulters issued by the Reserve Bank of India.
9. The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the CompaniesAct, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).
10. The Company has not given any loans or advances in the nature of loans to promoters, directors, KMPs and/ orrelated parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that arerepayable on demand, or without specifying any terms or period of repayment other than disclosed in note 54.
The Company had allotted 47,74,78,249 convertible warrants to Harmonia Trade and Investment Limited ("Harmonia”)(a promoter group entity) on October 18, 2022, for an issue price of H418.87 per warrant. Out of total issue price,H104.72 (25% of the issue price) per warrant was received as the initial subscription amount at the time of allotmentof the warrants. During the year ended March 31, 2024, out of 47,74,78,249 convertible warrants, Harmonia opted toexercise and convert 21,20,30,758 warrants on March 28, 2024 by paying balance subscription amount of H314.15/-per warrant (i.e. 75% of the issue price). The Company, on receipt of consideration of H6,660.96 crores (H314.15 perwarrant), made an allotment of 21,20,30,758 equity shares of face value of H2 each, at a premium of H416.87 per shareto Harmonia on March 28, 2024.
During the year ended March 31, 2025, Harmonia opted to exercise and convert balance 26,54,47,491 warrants bypaying balance subscription amount of H314.15 per warrant (i.e. 75% of the issue price) on April 15, 2024 and April 16,2024. The Company, on receipt of consideration of H8,339.10 crore (H314.15 per warrant), has made allotment of26,54,47,491 equity shares of face value of H2 each, at a premium of H416.87 per share to Harmonia on April 17, 2024.
Post successful completion of Offer for Sale, the Promoter Shareholding have reduced from 78.52% to 75% of thePaid-up Equity Share Capital of Sanghi and Sanghi has achieved the MPS requirements, as mandated under Rules19(2) (b) and 19A of the SCRR, read with Regulation 38 of the SEBI Listing Regulations.
During the year ended March 31, 2025, the Company has entered into a definitive agreement with My Home IndustriesPrivate Limited ("MHIPL') for acquisition of its 1.5 MTPA Cement Grinding Unit in Tuticorin, Tamil Nadu on slump salebasis at a total value of H413.75 crore. The acquisition of the above unit is concluded on April 22, 2024.
The Company has concluded final determination of fair values of identified assets and liabilities for the purpose ofPurchase price allocation and based on the final fair valuation report of external independent expert.
During the previous year ended March 31, 2024, the Company had completed acquisition of 14,08,21,941 equity sharesrepresenting 54.51% of the equity share capital of Sanghi Industries Limited ("Sanghi") for a cash consideration ofH1,716.61 crores (@ H121.90 per share), pursuant to which, the Company has obtained control over Sanghi with effectfrom December 7, 2023 ("acquisition date”). As per SEBI Regulations, the Company made open offer to the publicshareholders of Sanghi to acquire up to 6,71,64,760 equity shares, constituting 26% of the voting share capital ofSanghi at a price of H121.90 per equity share, out of which 2,04,81,161 equity shares were acquired. Total shareholdingof the Company in Sanghi post-acquisition of shares from promoters and public shareholders through open offerincreased to 62.44%.
Post acquisition of shares from open market, the promoter and promoter group shareholding of Sanghi along withholding of erstwhile promoters reached 80.52% which exceeded the minimum public shareholding norms.
Accordingly, in order to comply with minimum public shareholding norms as per listing regulations, during the yearended March 31, 2024 the Company sold 51,66,000 equity shares in open market i.e. 2.00% of total paid up equityshare capital of Sanghi in March 2024 and incurred a loss of H15.82 crore.
During the year ended March 31, 2025, the Company and Mr. Ravi Sanghi (erstwhile promoter of Sanghi) further sold60,92,000 and 30,00,000 equity shares of Sanghi respectively aggregating to 90,92,000 equity shares (representing3.52% of the Paid-up Equity Share Capital of Sanghi) through offer for sale through stock exchange mechanism toachieve minimum public shareholding (MPS) requirements.
The Company incurred a further loss of H12.89 crore in the process and such losses are disclosed as exceptional itemfor the year ended March 31, 2024 and March 31, 2025 respectively.
During the year ended March 31, 2025, the Board of Directors of the Company vide resolution dated October 22, 2024approved acquisition of 7,76,49,413 equity shares of Orient Cement Limited ("Orient”) representing 37.90% of thenShare Capital from the promoters / promoter group of Orient and acquisition of 1,82,23,750 equity shares of Orientrepresenting 8.90% of then Share Capital from the certain public shareholders of Orient, for a consideration of H395.40per share. For this purpose, the Company had executed a Share Purchase Agreement ("SPA”) dated October 22, 2024with then promoters / promoter group and certain public shareholders of Orient.
Further, the Board of Directors also approved making an open offer for up to 5,34,19,567 equity shares at a price ofH395.40 per equity share to acquire up to 26% of expanded share capital (as defined under the offer documents inrelation to the open offer) of Orient from the public shareholders under the provisions of the Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The Competition Commission of India ("CCI”) vide its letter dated March 4, 2025 unconditionally approved theacquisition of equity shareholding of then promoters / promoter group and certain public shareholders of Orient aswell as making an open offer to the public shareholders of Orient.
Subsequent to the year ended March 31, 2025 the Company has taken over operational and financial control overOrient Cement Limited ("Orient”) with effect from April, 22 2025. and has completed the acquisition of 9,58,73,163
equity shares constituting 46.66% of the existing share capital of Orient on April 22, 2025 for a cash consideration ofH3,790.82 crores. As of now, the Company is awaiting the receipt of final observations from the Securities and ExchangeBoard of India ("SEBI") on the draft letter of offer dated November 6, 2024, in relation to the Open Offer ("DLOF").Upon receipt of the final observations from SEBI on the DLOF, the Company will proceed with the Open Offer processas per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The operational and financialcontrol over Orient was completed with effect from April, 22 2025.
During the year, the Company had acquired 13,37,15,000 equity shares of Penna Cement Industries Limited (PCIL)equivalent to 99.94% stake from its existing promoter group for an agreed consideration of H4,298.94 crore (includingconsideration of H700 crore held back which is payable upon completion of certain contractual obligation as per theterms of Share Purchase Agreement (SPA)), subject to agreed terms in terms of SPA dated July 01, 2024. The Companyhas obtained control over PCIL with effect from August 16, 2024 ("acquisition date”) on completion of complianceand terms of SPA. As per SPA dated July 01, 2024 with the PCIL promoter group, the Company also agreed to acquireresidual 0.06% stake of 85,000 equity shares which is pending to be completed as of reporting date. PCIL has 14MTPA capacity out of which 10 MTPA in Andhra Pradesh, Telangana & Maharashtra is operational and the remaining4.0 MTPA in Andhra Pradesh and Rajasthan is under construction / development phase.
Pursuant to SPA, the Company has also invested H3,500 crore and H1,200 crore by subscribing 0.01% OptionallyConvertible Debentures (OCDs) of H10 each of PCIL and Marwar Cement Limited (wholly owned step-down subsidiaryof PCIL) respectively.
During the year ended March 31, 2025, the Board of Directors of the Company ("Transferee Company" or "Company”)has, vide its resolution dated June 27, 2024, approved the proposed Scheme of Amalgamation of Adani CementationLimited ("Transferor Company") with the Company and their respective shareholders and creditors ("proposed Scheme”)pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”).
The proposed Scheme is subject to necessary statutory and regulatory approvals under the applicable laws, includingapproval of the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT”).
As a consideration, Adani Enterprises Limited (the shareholder of Transferor Company) will be allotted 87,00,000Equity Shares of Transferee Company as per Share Exchange Ratio i.e. 174 Equity Shares having face value of H2/- eachof Transferee Company for every 1 equity share having face value of H10/- each of Transferor Company, as determinedby independent valuer.
The appointed date for the Scheme is April 01, 2024. The Scheme will be effective on receipt of approval of the NCLT.As on date of adoption of these standalone financial results by the Board, the Company has received observation letterwith "no adverse observation” from Bombay Stock Exchange Limited (BSE) and "no objection” from the National StockExchange of India Limited (NSE) on January 1, 2025. As per the Order of the NCLT dated March 28, 2025, the meetingof the equity shareholders of the Company is scheduled to be held on Friday, May 2, 2025 at 11:00 am (IST) throughvideo conference seeking approval on the arrangement embodied in the proposed Scheme.
During the year ended March 31, 2025, the Board of Directors of the Company ("Transferee Company" or "Company”)has, vide its resolutions dated December 17, 2024, approved -
i. The Scheme of arrangement between the Company's subsidiary Sanghi Industries Limited ("Transferor Company")("Scheme 1”), the Company and their respective shareholders under Sections 230 to 232 and other applicableprovisions of the Companies Act, 2013 ("Act”) read with the rules framed thereunder w.e.f. appointed dateApril 1, 2024.
ii. The Scheme of arrangement between the Company's subsidiary Penna Cement Industries Limited ("TransferorCompany") ("Scheme 2”), the Company and their respective shareholders under Sections 230 to 232 and otherapplicable provisions of the Companies Act, 2013 ("Act”) read with the rules framed thereunder w.e.f. appointed dateAugust 16, 2024.
[Collectively the "Scheme 1” and "Scheme 2” be referred to as "Schemes”].
Upon the Scheme 1 becoming effective, the Transferee Company will issue and allot to the equity shareholders ofthe Transferor Company (other than Transferee Company), 12 equity shares of the face value of H2 each fully paid ofTransferee Company, for every 100 equity shares of the face value of H10 each fully paid held by them in TransferorCompany and equity shares held by the Transferee Company shall stand cancelled and extinguished.
Upon the Scheme 2 becoming effective, the Transferee Company will pay, to the equity shareholders of the TransferorCompany (other than Transferee Company), whose names are recorded in the register of members on the RecordDate, cash consideration of H321.50 for every 1 fully paid-up equity share of H10 each held by them in the TransferorCompany and equity shares held by the Transferee Company (either directly or through nominees) at the effectivedate shall stand cancelled.
The proposed Schemes are subject to necessary statutory and regulatory approvals under the applicable laws, includingapproval of the jurisdictional Hon'ble National Company Law Tribunal, ("NCLT”).
As on date of adoption of these standalone financial results by the Board, the Company has filed proposed Schemeswith Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) for obtainingNo-objection certificates ("NOC”). The Securities and Exchange Board of India (SEBI) has received the NOCs for thescheme from both BSE and NSE and are yet to issue its NOC. As on the date of adoption of these financial results bythe Board, the process is still ongoing.
In the financial year 2022-23, a short seller report ("SSR”) was published in which certain allegations were made on someof the Adani Group Companies. During the previous financial year 2023-24, (a) the Hon'ble Supreme Court ("SC”) by itsorder dated 3rd January, 2024, disposed-off all matters of appeal relating to the allegations in the SSR (including otherallegations) and various petitions including those relating to separate independent investigations, (b) the SEBI concludedits investigations in twenty-two of the twenty-four matters of investigation. Further, in the current year, the balance twoinvestigations have been concluded during the current year as per available information with the management. In respectof these matters, the Company obtained legal opinions and Adani Group undertook independent legal & accounting reviewbased on which, the management of the Company concluded that there were no material consequences of the allegationsmentioned in the SSR and other allegations on the Company as at year ended March 31, 2024. There are no changes to theabove conclusions as at year ended 31st March 2025 and accordingly, no adjustments is made in this regard.
In November 2024, the Company's management became aware of an indictment filed by United States Department ofJustice (US DOJ) and a civil complaint by Securities and Exchange Commission (US SEC) in the United States DistrictCourt for the Eastern District of New York against a non-executive director of the Company. The director is indicted onthree counts namely (i) alleged securities fraud conspiracy (ii) alleged wire fraud conspiracy and (iii) alleged securitiesfraud for making false and misleading statements and as per US SEC civil complaint, director omitting material factsthat rendered certain statements misleading to US investors under Securities Act of 1933 and the Securities Act of1934. The Company has not been named in these matters.
Having regard to the status of the above-mentioned matters, and the fact that the matters stated above do not pertainto the Company, there is no impact to these standalone financial statements.
In December 2020, the Competition Commission of India ("CCI”) initiated an investigation against cement companies inIndia including the Company regarding alleged anti-competitive behaviour and conducted search and seizure operationsagainst few companies. The Director General (DG) of CCI in January 2021 sought information from the Company and theinformation sought was provided. In the previous year, CCI had sent the investigation report of the DG to the Companyand directed the Company to file their suggestions / objections to the report. Company had submitted its responses andthe matter is pending for hearing before CCI. The Company is of the firm view that it has acted and continues to act incompliance with competition laws. The Company believes that this does not have any impact on the financial statements.
The code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employmentbenefits received Presidential assent in September 2020. The Code has been published in the Gazette of India.Certain sections of the Code came into effect on May 3, 2023. However, the final rules/interpretation have not yetbeen issued. The Company will assess the impact of the Code when the final rules/interpretation comes into effectand will record any related impact.
The Company has interest in a joint operation "Wardha Valley Coal Field Private Limited". The Company's interest isaccounted on a line-by-line basis by adding together the book value of like items of assets, liabilities, income, expenses andcash flow in the Standalone Financial Statements. Summarised financial information of the joint operation is given below:
Previous year's figures as disclosed below have been regrouped and rearranged where necessary to conform to thisyear's classification.
The Company has reclassified the cost of royalty on minerals amounting to H308.38 crore as Cost of material consumedfrom classification under the other expenses. The reclassification of the cost of royalty on minerals has been giveneffect from April 01, 2024. The change in value of captive coal inventories amounting to H23.77 crore have beenreclassified from changes in inventories to power and fuel expenses. The reclassification of the captive coal inventorieshave been given effect for the year ended March 31, 2025. On such reclassification, figures for previous year endedMarch 31, 2024 presented in standalone financial statements have been accordingly regrouped.
The Employee payables are also reclassified from trade payable to other financial liabilities (current) for betterpresentation and such reclassification does not have any impact to net profits or on financial position presented inthe standalone financial statements. The reclassification of the employee payables has been given effect from the yearended March 31, 2025 and accordingly figures for year ended March 31, 2024 amounting to H82.70 crore presentedin standalone financial statements have also been regrouped to other financial liabilities (current).
The Current and Non-Current Classification of components of Margin Money Bank Deposits have been re-classifiedas at year ended March 31, 2025 based on the management assessment that such deposits are generally renewed onmaturity. Such deposits amounting to H864.58 crores as at March 31, 2024 have also been re-classified in the currentyear for the purpose comparative disclosure.
Income from Government incentive / grants including tax credits / refunds amounting to H73.80 crore has beendisclosed separately in these standalone financial statements as "Government Grants including duty credits/refunds”.The reclassification has been given effect during the year ended March 31, 2025 and accordingly figures for year endedMarch 31,2024 presented in standalone financial statements have also been regrouped. This reclassification does nothave any impact on Company's 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, stabilised and enabled with effect from March 25, 2025. Further, there is no instance of audit trailfeature 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 enabledand recorded in those respective years by the Company as per the statutory requirements for record retention.
Note 75 - Figures below H50,000 have not been disclosed.
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 events andtransactions in the financial statements. As on April 29, 2025, there are no material subsequent events to be recognisedor reported, except as mentioned in Note 64.
The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date attached
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Ambuja Cements Limited
ICAI Firm Registration No. 324982E/E300003
per Santosh Agarwal GAUTAM S. ADANI AJAY KAPUR VINOD BAHETY
Partner Chairman Managing Director Wholetime Director &
Membership Number: 093669 DIN: 00006273 DIN : 03096416 Chief Executive Officer
DIN: 09192400
RAKESH KUMAR MANISH MISTRY
TIWARY Company Secretary
Chief Financial Officer Membership No. F8373
Ahmedabad Ahmedabad
April 29, 2025 April 29, 2025