1. Overview1.1 Company Overview

Nectar Lifesciences Limited, CIN: L21000PB1995PLC016664
(the company) is a public limited Company incorporated under the
provision of the Companies Act, 1956 on 27^th June 1995. The
Company has its primary listings on the BSE Limited and National
Stock Exchange of India Limited.

During the year, the Company undertook significant restructuring
and asset monetization initiatives including slump sale/business
transfer arrangements relating to certain manufacturing units/
business undertakings, monetization of identified land parcels and
other non-core assets. Certain operations/assets forming part of such
restructuring initiatives have been considered and presented as
discontinued operations/held for sale, wherever applicable, in
accordance with the applicable Indian Accounting Standards. These
transactions have had significant financial impact on the financial
statements for the year.

Further, the Company completed buy-back of equity shares during
the year in accordance with the applicable provisions of the
Companies Act, 2013 and SEBI regulations, resulting in restructuring
of the Company’s capital base.

The financial statements were approved by the company’s Board of
Directors and authorized for issue on 30^th May 2026.

1.2 Basis of Preparation of Financial Statements

I. Statement of Compliance

During the year, the Company disposed of a substantial part of
its existing business operations and incurred losses during the
period. These conditions indicate the existence of uncertainty
regarding the continuity of the Company’s operating activities
in their present form.

However, pursuant to the aforesaid transaction, the Company
has significant cash and liquid resources available as at the
reporting date and believes that it will be able to meet its
liabilities and commitments as they fall due in the foreseeable
future. Further, the Company has amended its object clause to
undertake activities in the real estate sector and is in the process
of evaluating and identifying suitable business opportunities/
projects under the revised business framework.

Based on the current financial position, availability of funds and
management’s assessment of future business prospects, the
management is of the view that the going concern basis of
accounting remains appropriate. Accordingly, the accompanying
financial statements/results have been prepared on a going
concern basis.

These financial statements have been prepared to comply with
the Indian Accounting Standards (Ind AS) under the historical
cost convention and on accrual basis except certain items which
have been measured at fair value. The Ind AS are prescribed
under Section 133 of the Act read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016.
Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted
or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use. The material
accounting policies information used in preparation of audited
standalone financial statements have been discussed in the
respective notes.

II. Use of Estimates & Judgments:

The preparation of the financial statements in conformity with
Ind AS requires management to make estimates, judgments,

and assumptions, that affect the application of accounting
policies and the reported amounts of assets, liabilities, income,
and expenses, the disclosures of contingent assets and
liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the period.

Accounting estimates can change from period to period. Actual
results could differ from those estimates. Estimates and
underlying assumptions are reviewed at each balance sheet
date. Changes in estimates are reflected in the financial
statements in the period in which the changes are made and, if
material, their effects are disclosed in the notes to the financial
statements.

The application of accounting policies that require critical
accounting estimates involving complex and subjective
judgments and the use of assumption in these financial
statements have been disclosed in Note - 2 below.

3 Critical Accounting Estimates and Judgments

i) Revenue Recognition

Revenue is recognized when the control of the goods has been
transferred to a third party. This is usually when the title passes
to the customer, either upon shipment or upon receipt of goods
by the customer. At that point, the customer has full discretion
over the channel and price to sell the products, and there are
no unfulfilled obligations that could affect the customer’s
acceptance of the product. Revenue is recognized to the extent
that it can be reliably measured and is probable that the economic
benefits will flow to the company.

a) Sale of Goods:

Revenue from the sale of goods is recognized when the
significant risks and rewards of ownership of the goods are
transferred to the customer and is measured at the
transaction price which is the consideration received or
receivable, net of returns, taxes and applicable trade
discounts and allowances. Revenue includes shipping and
handling costs billed to the customer.

Revenue is also recognized for goods sold but not
dispatched, where the property in such goods is transferred
from the seller to the buyers and where dispatches could
not be made on account of practical difficulties at the buyers’
end.

b) Export Benefits:

Export and other benefits are accounted for on an accrual
basis. Export entitlements are recognized as reduction
from material consumption when the right to receive credit
is established in respect of the exports made and when
there is no significant uncertainty regarding the ultimate
collection of the relevant export proceeds.

ii) Useful lives of property, plant and equipment and
intangible assets

The Company reviews the useful lives of property, plant and
equipment and intangible assets at the end of each reporting
period. This reassessment may result in the change in
depreciation and amortization expense in future periods.

iii) Fair value of financial assets and liabilities and investments
The Company measures certain financial assets and liabilities
on a fair value basis at each balance sheet date or at the time
they are assessed for impairment. Fair value measurements
that are based on significant unobservable inputs (Level 3)
require estimates of operating margin, discount rate, future
growth rate, terminal values, etc. based on management’s best
estimate about future developments.

iv) Defined Benefits and other long-term benefits

The cost of the defined benefit plans such as gratuity and leave
encashment are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include
the determination of the discount rate; future salary increases
and mortality rates. Due to the complexities involved in the
valuation and its long-term nature, a defined benefit obligation
is highly sensitive to changes in these assumptions. All
assumptions are reviewed at the end of each year.

The principal assumptions are the discount and salary growth
rate. The discount rate is based upon the market yields available
on government bonds at the accounting date with a term that
matches that of liabilities. Salary increases rate considers
inflation, seniority, promotion, and other relevant factors on long¬
term basis.

v) Income Taxes

Income tax expense comprises current tax, MAT credit
entitlement lapsed and deferred income tax. Income tax
expense is recognized in net profit in the statement of profit
and loss except to the extent that it relates to items recognized
directly in equity, in which case it is recognized in other
comprehensive income.

Current Tax

Current tax is determined as the amount of tax payable in
respect of taxable income for the year. The company’s current
tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.

Deferred Tax

Deferred tax is the effect of timing differences between taxable
income and accounting income that originate in one period and
are capable of reversal in one or more subsequent periods.
Deferred tax is measured based on the tax rates and the tax
laws enacted or substantively enacted at the balance sheet date.
Deferred tax assets are reviewed at each balance sheet date
and recognized/derecognized only to the extent that there is
reasonable/virtual certainty, depending on the nature of the timing
differences, that sufficient future taxable income will be available
against which such deferred tax assets can be realized.

Minimum Alternate Tax (MAT)

Minimum Alternate Tax (MAT) credit is recognized as an asset
only when and to the extent there is convincing evidence that
the Company will pay normal income tax during the specified
period. In the period in which MAT credit becomes eligible to
be recognized as an asset in accordance with the
recommendations contained in guidance note issued by the
Institute of Chartered Accountants of India, the said asset is
created by way of a credit to the Statement of profit and loss
and shown as MAT credit entitlement. The Company reviews
the same at each balance sheet date and writes down the
carrying amount of MAT credit entitlement to the extent it is not
reasonably certain that the Company will pay normal income
tax during the specified period.

vi) Leases

The Company has elected not to recognize right-of-use assets
and lease liabilities for short-term leases that have a lease term of
12 months or less and leases of low value assets. The Company
recognizes the lease payments associated with these leases as
an expense on a straight- line basis over the lease term.

28. Going Concern

During the year, the Company disposed of a substantial part of
its existing business operations and incurred losses during the
period. These conditions indicate the existence of uncertainty
regarding the continuity of the Company’s operating activities
in their present form.

However, pursuant to the aforesaid transaction, the Company
has significant cash and liquid resources available as at the
reporting date and believes that it will be able to meet its liabilities
and commitments as they fall due in the foreseeable future.
Further, the Company has amended its object clause to
undertake activities in the real estate sector and is in the process
of evaluating and identifying suitable business opportunities/
projects under the revised business framework.

Based on the current financial position, availability of funds and
management’s assessment of future business prospects, the
management is of the view that the going concern basis of
accounting remains appropriate. Accordingly, the accompanying
financial statements/results have been prepared on a going
concern basis.

29. Discontinued Operations and Assets Held for Sale

A. Discontinued Operations - already disposed of during the
year

(i) Pharma Business

On July 7, 2025, the Company entered into a Business
Transfer Agreement (“BTA”) for the transfer of its Active
Pharmaceutical Ingredients business (located at Unit 1 and
Unit 2, Derabassi, Punjab) and Formulation business
(located at Unit 6, Baddi, Himachal Pradesh) (“Pharma
Businesses”) to M/s Ceph Lifesciences Private Limited by
way of a slump sale on a going concern basis for a total
consideration of ' 12,700.00 million.

The transfer of the Pharma Businesses was approved by
the shareholders of the Company by way of a special
resolution on August 4, 2025. The slump sale was
completed on November 10, 2025. Accordingly, after
working capital adjustments as per the BTA, the final
consolidated consideration for BTA has been determined
at ' 12,539.86 million. Out of the above amount, the
Company has received ' 11,879.86 million up to March
31,2026, and the balance of ' 660.00 million is receivable
as at the year end.

A resultant exceptional gain of ' 1,633.73 million arising
from the sale of the Pharma Businesses has been
recognized under Exceptional Items from Discontinued
Operations.

(ii) Menthol Assets

Further, the Company entered into an Asset Purchase
Agreement (“APA”) dated July 7, 2025, for the transfer of
assets relating to its menthol business (“Assets”) to M/s
Ceph Lifesciences Private Limited (CEPH) for a
consideration of ' 200.00 million. The asset transfer was
completed on November 10, 2025. The Company has
received full consideration under this agreement. The
carrying value of the aforesaid assets as on the date of
transfer was ' 83.41 million and accordingly, a net gain of
' 116.59 million has been recognized on disposal of the
assets. The said gain has been considered under profit
from discontinued operations in accordance with Ind AS
105.

The disposal of the aforesaid business/assets was
completed during the year, and the related assets and
liabilities were transferred to the purchaser prior to
the reporting date. Accordingly, the results relating to
such operations have been presented as Discontinued
Operations in accordance with Ind AS 105.

B. Assets classified as Held for Sale and Discontinued

operations

(i) Capsule Business (EHGC)

On December 20, 2025, the Company entered into a
Business Transfer Agreement (“BTA”) with M/s Capnest
Health Care Private Limited (“Purchaser”) for Sale of its
business of manufacture, distribution and marketing of
Empty Hard Gelatin Capsule (located at Village Bhatoli
Kalan, Pargana Dharmpur, Tehsil Baddi, District Solan,
Himachal Pradesh) (“Business”) of the Company.

The transaction is for a consideration of ' 199.00 million
along with the takeover of accounts receivable and
payables/creditors by the Purchaser, or such other working
capital adjustments as specified in the BTA.

The sale is structured as a slump sale on a going concern
basis and is subject to approval from the Government of
Himachal Pradesh under Section 118 of the Himachal
Pradesh Tenancy and Land Reforms Act, 1972. The
transaction is still in progress and expected to be completed
by the next reporting period of the Company.

Accordingly, the assets relating to the Capsule
Business have been classified and separately
disclosed as “Assets Held for Sale and Discontinued
Operations” and liabilities have been classified and
separately disclosed as “Liabilities directly associated

with the assets held for sale and Discontinued
Operations" in accordance with Ind AS 105 and
Schedule III to the Companies Act, 2013. Further, the
financial results relating to the Capsule Business have
been presented as Discontinued Operations in
accordance with Ind AS 105.

These transactions are still in progress and expected to be
completed by the next financial year. Accordingly, the
Property, plant and equipment relating to the Jammu unit
and Land at Village Dallewal, Garhshankar, Punjab have
been classified and separately disclosed as “Assets Held
for Sale and Discontinued Operations" in accordance with
Ind AS 105.

(ii) Jammu Unit

Further, the Company is evaluating monetization of
Property, plant and equipment of its Jammu unit with the
objective of optimizing non-core assets and improving
liquidity position. Management has informed that necessary
steps towards the proposed transaction have been initiated
and the matter is under active consideration.

(iii) Land at Village Dallewal, Garhshankar, Punjab

Also, the Company has identified land at Village Dallewal,
Garhshankar, Punjab, for sale with the objective of
monetizing non-core assets and improving liquidity
position. It is noted that a portion of the said land has
already been sold subsequent to the financial year end,
indicating progress towards management's planned
disposal strategy.

30. Cash Flow Statement
Accounting Policies

Cash flows are reported using the indirect method, whereby
profit for the period is adjusted for the effects of transactions of
a non-cash nature, any deferrals, or accruals of past or future
operating cash receipts or payments and item of income or
expenses associated with investing or financing cash flows.
The cash flows from operating, investing, and financing activities
of the Company are segregated. The Company considers all
highly liquid investments that are readily convertible to known
amounts of cash to be cash equivalents.

31. Property Plant & Equipment

Accounting Policies

a) Recognition and measurement

Property, plant and equipment are stated at cost, less
accumulated depreciation and impairment losses, if any.
Cost includes purchase price, non-refundable taxes and
duties, borrowing costs, directly attributable expenses and
estimated costs of dismantling and restoring the site,
wherever applicable.

When parts of an item of property, plant and equipment
have different useful lives, they are accounted for as
separate items (major components) of property, plant and
equipment. The costs of repairs and maintenance are
charged to the statement of profit and loss account during
the reporting period in which they are incurred.

b) Subsequent Expenditure

Subsequent expenditure is recognized only if it is probable
that the future economic benefits associated with the
expenditure will flow to the Company and the cost of the
item can be measured reliably.

c) Derecognition

An item of property, plant and equipment and any
significant part initially recognized is derecognized upon
disposal or when no future economic benefits are expected
from its use or disposal. Any gain and loss upon disposal
of an item of property, plant and equipment is determined
by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment and are
recognized in the statement of profits and loss account.

d) Impairment of Assets

At each reporting date, the Company assesses whether
there is any indication that an asset may be impaired. If
such indication exists, the recoverable amount of the asset
is estimated. An impairment loss is recognized when the
carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s
fair value less costs of disposal and its value in use.
Impairment losses are recognized in the Statement of Profit
and Loss.

e) Depreciation

Depreciation is provided on straight line basis on the
original cost/ acquisition cost of assets or other amounts
substituted for cost of property, plant and equipment as
per the useful life specified in Part ‘C’ of Schedule II of the
Act, read with notification dated August 29, 2014, of the
Ministry of Corporate Affairs, except for certain classes of
property, plant and equipment which are depreciated based
on the internal technical assessment of the management.
Depreciation on property, plant and equipment is provided
on straight line basis using the lives as mentioned below:-

Based on technical parameters/assessments, the
management believes that useful lives currently used fairly
reflect its estimate of the useful lives and residual values
of Property, plant, and equipment, though these lives in
certain cases are different from lives prescribed under
Schedule II.

Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
Depreciation on additions/(disposals) is provided on a pro¬
rata basis i.e., from the date the asset is available for use
up to the date of disposal.

Depreciation on leasehold land is provided over the lease
period and only on leasehold cost paid by the Company.
Any unearned increase not attributable to lessor when the
asset is sold is valued at Fair Value and no amortization is
provided on the same. Leasehold improvements are
depreciated over a period of the lease agreement or the
useful life, whichever is shorter.

recognized as Intangible Assets in the books of accounts and
the same is amortized on straight line basis over a period of
next seven years.

Consequent to the transfer/disposal of the Pharma Businesses
under the “Business Transfer Agreement” (BTA), the related
intangible assets were derecognized during the year and
accordingly the carrying value of intangible assets as at March
31,2026 is “Nil”.

Ageing schedule for amortized value of intangible assets
the year ended March 31,2026

Accounting Policies

a) Recognition and measurement

Intangible assets that are acquired are recognized only if it is
probable that the expected future economic benefits that are
attributable to the asset will flow to the Company and the cost
of assets can be measured reliably. The intangible assets are
recorded at cost, less accumulated amortization and impairment
losses, if any.

The research costs are expensed as incurred. Development
expenditure including regulatory cost and professional expenses
leading to product registration/ market authorization relating to
the new and/or improved product and/or process development
is capitalized only if development costs can be measured
reliably, the product or process is technically and commercially
feasible, future economic benefits are probable, and the
Company intends to and has sufficient resources to complete
development and to use the asset. The development costs
capitalized include the cost of materials, direct labour, and
overhead costs that are directly attributable to preparing the
asset for its intended use.

b) Subsequent Expenditure

Subsequent costs are capitalized only when it increases the
future economic benefits embodied in the specific asset to which
it relates. All other expenditure on intangible assets is recognized
in the Statement of Profit and Loss account, as incurred.

c) Amortization

Amortization is calculated to write off the cost of intangible assets
using the straight-line method over their estimated useful lives
and is generally recognized in depreciation and amortization
expense in the Statement of Profit and Loss account. Intangible
assets are amortized on straight line basis over a period of
next seven years.

The estimated useful life of an identifiable asset is based on
several factors including the effects of obsolescence, demand,
competition, and other economic factors (such as the stability

of the industry and known technological advances), and the
level of maintenance expenditures required to obtain the
expected future cash flows from the asset. Amortization methods
and useful lives are reviewed periodically including at each
financial year end.

d) Derecognition

An item of intangible assets is derecognized upon disposal or
when no future economic benefits are expected from its use or
disposal. Any gain or loss arising on the derecognition of the
asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in
the Statement of Profit and Loss Account when the asset is
derecognized.

34. Current and non-current classification
Accounting Policies

All assets and liabilities are presented in the Balance Sheet
based on current or non-current classification as per the
Company’s normal operating cycle and other criteria set out in
Schedule III of the Companies Act, 2013. Based on the nature
of products and the time between the acquisition of assets for
processing and their realization into cash and cash equivalents,
the Company has ascertained its operating cycle as twelve
months for the purpose of current/non-current classification of
assets and liabilities.

An asset is treated as current when:

a) Expected to be realized or intended to be sold or consumed
in a normal operating cycle.

b) It is held primarily for the purpose of trading.

c) It is expected to be realized within twelve months after the
reporting period.

d) It is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period.

The company classifies all other assets as non-current.

A liability is treated as current when:

a) It is expected to be settled in a normal operating cycle.

b) It is held primarily for the purpose of trading.

c) It is due to be settled within twelve months after the
reporting period.

d) There is no unconditional right to defer the settlement of
the liability for at least twelve months after the reporting
period.

The company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current
assets and liabilities respectively.

35. Foreign currency translation
Accounting Policies

Functional and presentation currency
Items included in the financial statements are measured using
the currency of the primary economic environment in which the
Company operates (“functional currency”). The financial
statements are presented in Indian Rupees ('), which is also
the Company’s functional currency. Foreign currency
transactions are recorded at exchange rates prevailing on the
date of the transaction.

Transactions and balances

Monetary assets and liabilities denominated in foreign currencies
are translated at the exchange rates prevailing at the reporting
date. Exchange differences arising on settlement or translation
of monetary items are recognized in the Statement of Profit
and Loss.

Initial recognition

Investments in foreign entities are recorded at the exchange
rate prevailing on the date of making the investment.
Transactions denominated in foreign currencies are recorded
at the exchange rates prevailing on the date of the transaction.
Conversion

Monetary assets and liabilities denominated in foreign
currencies, as at the balance sheet date, not covered by forward
exchange contracts, are translated at year-end rates.
Exchange Differences

Exchange differences arising on settlement or translation of
monetary items are recognised in profit or loss in the year in
which they arise. As per Ind AS 21, exchange differences arising
on consolidation of foreign operations are recognised in Other
Comprehensive Income. The Company has opted for the
voluntary exemption under Ind AS 101 to continue its previous
Indian GAAP policy for accounting of exchange differences
arising on translation of long-term foreign currency monetary
items recognised before the first Ind AS reporting period.

36. Inventories

During the financial year 2020-21, the company engaged an
independent technical expert - nominated by the Lead Bank
under the Agency for Special Monitoring to perform a
comprehensive quality assessment of certain raw materials and
work in progress batches. Based on expert’s findings, the
Company had reclassified inventory totaling ' 2,510.87 million
from “inventories” (current) to “Non- Current Assets” in FY 2020¬
21.

Notwithstanding the reports furnished by technical expert about
the remaining non-current inventory, the management had,
adhering to conservatism principle, decided to mark down the
realizable value of inventory in FY 2024-25 to ' 506.13 million
from ' 1,773.31 million, based on the fact that the inventory
had been in stocks for a considerable period. The resultant
loss was charged to profit and loss account in the fourth quarter
of FY 2024-25.

Accounting Policies

Raw materials, Stores and Spares and Packing material.

Goods are valued at “Cost” or “Net Realizable Value” whichever
is lower. Cost of inventory comprises all cost of purchase and
other costs incurred in bringing the inventories to their present
location and condition.

Finished Goods and work in process.

Finished goods and work in process are valued at “Cost” or
“Net Realizable Value” whichever is lower. Cost includes direct
material, labour and proportionate manufacturing overheads.
Traded goods

Traded goods are valued at “Cost” or “Net Realizable Value”
whichever is lower. Cost includes the purchase price and other
associated costs directly incurred in bringing the inventory to
its present location.

Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and
estimated costs necessary to make the sale. The Company
uses the first in first out (FIFO) method to determine costs for
all categories of inventories.

37. Financial Instruments

a) Fair Accounting classification

The following table presents the carrying amounts of financial
assets and financial liabilities by measurement category

establishment and oversight of the company’s risk management
framework. The company maintains a core focus on the strategic
management of financial risks to mitigate their potential
detrimental impact on its fiscal performance. These risks are
systematically governed by an approved policy, ensuring a
comprehensive and robust approach to risk mitigation within
the organization.

i. Credit Risk

Credit risk is the risk of financial loss arising from failure of a
customer or counterparty to meet its contractual obligations.
The carrying amount of financial assets represents the maximum
credit exposure.

iii. Market Risk

Market risk is the risk that changes in market prices, including
foreign exchange rates and interest rates, will affect the
Company’s income or value of financial instruments.

• Foreign Currency Risk

The Company undertakes certain transactions denominated in
foreign currencies and is exposed to exchange rate fluctuations.
Considering the limited volume of foreign currency transactions
during the year, the exposure to foreign currency risk is not
significant.

Foreign currency risk exposure in USD:

The Company’s exposure to foreign currency risk at the end of
the reporting period expressed in rupees, are as follows:

Expected credit losses for financial assets other than trade
receivables:

Investments in equity shares and mutual funds are measured
at fair value and accordingly carry limited credit risk. Cash and
cash equivalents are maintained with banks and financial
institutions having high credit ratings.

Loans, security deposits and other financial assets are
periodically reviewed for recoverability. Based on historical
experience and assessment of counterparties, the Company
believes that the related credit risk is not significant.

ii. Liquidity Risk

Liquidity risk is the risk that the Company may not be able to
meet its financial obligations as they fall due. The Company
manages liquidity risk through cash flow monitoring and
maintaining adequate cash and banking facilities.

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 payments.

Sensitivity

A reasonably possible strengthening (weakening) of the US
dollar against ' at March 31 would have affected the
measurement of financial instruments denominated in a foreign
currency and affected equity and profit or loss by the amounts
shown below. This analysis assumes that all other variables
remain constant.

The sensitivity of profit/(loss) to changes in the exchange rates
arises mainly from foreign currency denominated financial
instruments.

*Holding all other variables constant
• Interest Rate Risk

Interest rate risk arises from borrowings carrying variable interest
rates.

Exposure to interest rate risk:

The interest rate profile of the Company’s interest-bearing
financial instruments as reported to the management of the
Company is as follows.

A reasonably possible change in interest rates at the reporting
date would affect profit or loss and equity as presented below.

Accounting Policies

A Financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity.

a) Financial Assets

i. Initial recognition

Financial assets are recognized when the Company becomes
a party to the contractual provisions of the instrument. Financial
assets are initially measured at fair value. Transaction costs
directly attributable to the acquisition of financial assets, other
than those classified at fair value through profit or loss (FVTPL),
are added to the fair value on initial recognition.

ii. Subsequent measurement

For the purpose of subsequent measurement, financial assets
are classified in the following categories:

• Financial instruments at amortized cost

A financial asset is measured at amortized cost if it is held
within a business model whose objective is to hold assets for
collecting contractual cash flows and the contractual terms give
rise on specified dates to cash flows that are solely payments
of principal and interest.

Such assets are subsequently measured using the effective
interest rate (EIR) method less impairment, if any.

• Financial instruments at fair value through Other
Comprehensive Income (FVTOCI):

A financial asset is measured at FVTOCI if it is held within a
business model whose objective is achieved both by collecting
contractual cash flows and selling financial assets, and the
contractual terms give rise to cash flows that are solely
payments of principal and interest.

Fair value movements are recognized in Other Comprehensive
Income (OCI).

• Financial instrument, Derivatives and Equity instruments
at fair value through profit or loss FVTPL:

Financial assets which do not meet the criteria for amortized
cost or FVTOCI are measured at FVTPL. Such assets are
subsequently measured at fair value and changes therein are
recognized in the Statement of Profit and Loss.

iii. Impairment of Financial Assets

The Company recognizes loss allowances using the Expected
Credit Loss (ECL) model for financial assets measured at
amortized cost and debt instruments measured at FVTOCI. For
trade receivables, the Company applies the simplified approach
permitted under Ind AS 109, which requires lifetime expected
credit losses to be recognized from initial recognition of the

receivables. For other financial assets, expected credit losses
are measured at an amount equal to the 12-month ECL unless
there has been a significant increase in credit risk since initial
recognition, in which case lifetime ECL is recognized. The
amount of expected credit losses or reversal thereof recognized
during the period is recognized in the Statement of Profit and
Loss.

iv. Derecognition of Financial Assets

A financial asset is derecognized when:

• the contractual rights to receive cash flows from the asset have
expired; or

• the Company has transferred its rights to receive cash flows
from the asset and has transferred substantially all the risks
and rewards of ownership.

Where the Company has neither transferred nor retained
substantially all the risks and rewards of ownership of the
financial asset, the financial asset is derecognized if the
Company has not retained control over the asset.

b) Financial Liabilities

i. Initial recognition and measurement

Financial liabilities are initially recognized at fair value and, in
the case of borrowings and other financial liabilities, net of
directly attributable transaction costs.

ii. Subsequent Measurement

Financial liabilities are subsequently measured at amortized
cost using the effective interest rate method, except for financial
liabilities measured at fair value through profit or loss.

• Financial Liabilities at Fair Value through Profit or Loss:
Financial liabilities at FVTPL include financial liabilities held for
trading and derivative financial instruments not designated as
hedging instruments. Such liabilities are subsequently measured
at fair value and gains or losses arising on remeasurement are
recognized in the Statement of Profit and Loss.

• Financial Liabilities at Amortized Cost:

Financial liabilities measured at amortized cost are subsequently
measured using the effective interest rate (EIR) method. Gains
and losses are recognized in the Statement of Profit and Loss
when the liabilities are derecognized and through the
amortization process.

iii. Derecognition of Financial Liabilities

A financial liability is derecognized when the obligation specified
in the contract is discharged, cancelled or expires. Where an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing
liability are substantially modified, such exchange or modification
is accounted for as derecognition of the original liability and
recognition of a new liability. The difference in the respective
carrying amounts is recognized in the Statement of Profit and
Loss.

c) Off-setting of Financial Instruments

Financial assets and financial liabilities are offset, and the net
amount presented in the Balance Sheet when, and only when,
the Company currently has a legally enforceable right to set off
the amounts and it intends either to settle them on a net basis
or to realize the asset and settle the liability simultaneously.

38. Current Assets, Loans & Advances

In the opinion of the management of the Company, the current
assets, loans and advances are approximately of the value as
stated, if realized in the ordinary course of business and are
subject to confirmation/reconciliation.

Current Tax

Provision for Current Income Tax has been made as per Income
Tax Act, 1961, based on legal opinion obtained by the Company
from its income tax consultant and the statutory auditors have
relied upon the said legal opinion for the purpose of current
income tax.

Deferred Tax

In compliance with Indian Accounting Standard (Ind AS 12)
relating to “Income Tax” issued under Companies (Indian
Accounting Standards) Rules, 2016 as amended up to date,
the Company has provided Deferred Tax Asset during the year
aggregating to ' 1,495.51 million (Previous Year deferred tax
asset of ' 557.58 million) and it has been recognized in the
Statement of Profit & Loss Account. In accordance with Indian
Accounting Standard (Ind AS 12) Deferred Tax Assets and
Deferred Tax Liabilities have been set off.

the Securities Premium Account. In accordance with Section
69 of the Companies Act, 2013, the Company has also
transferred ' 30.00 million to the “Capital Redemption Reserve”,
being an amount equal to the nominal value of the equity shares
bought back.

41. Cash and Cash Equivalents
Accounting Policies

Cash and cash equivalents include cash in hand, demand
deposits with banks and other short-term highly liquid
investments with original maturities of three months or less.
For cash flow statement, cash and cash equivalent includes
cash in hand, in banks, and other short-term highly liquid
investments with original maturities of three months or less,
net of outstanding bank overdrafts that are repayable on demand
and are considered part of the cash management system.

42. Share Capital

The Company has only one class of equity shares having a par
value of ' 1 each. Each holder of equity shares is entitled to
one vote per share. In the event of liquidation of the Company,
holders of equity shares will be entitled to receive any of the
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 shareholders. The
company doesn’t have any holding company.

a) Buy-back of Equity Shares

During the year, the Board of Directors of the Company, at its
meeting held on December 03, 2025, approved the buy-back
of fully paid-up equity shares of the Company having a face
value of ' 1 each (“Equity Shares”) at a price of ' 27 per Equity
Share for an aggregate consideration of ' 810.00 million,
excluding transaction costs, taxes and other incidental expenses
related to the buy-back. The buy-back comprised purchase of
3,00,00,000 Equity Shares, representing approximately 13.38%
of the total paid-up equity share capital of the Company as at
March 31, 2025, on a standalone basis.

The buy-back was undertaken from all eligible equity
shareholders of the Company, excluding the Promoters and
members of the Promoter Group, as on the record date, on a
proportionate basis through the “Tender Offer” route, in
accordance with the provisions of Sections 68, 69 and 70 and
other applicable provisions, if any, of the Companies Act, 2013
read with the Companies (Share Capital and Debentures) Rules,
2014 and the Securities and Exchange Board of India (Buy¬
back of Securities) Regulations, 2018, as amended (“SEBI Buy¬
back Regulations”).

The Company completed the payment of buy-back consideration
on January 13, 2026 and the bought-back 3,00,00,000 Equity
Shares were extinguished on January 20, 2026 in accordance
with the applicable statutory and regulatory requirements. The
paid-up equity share capital of the Company was consequently
reduced by ' 30.00 million.

Consequent to the buy-back, the paid-up equity share capital
of the Company was reduced by ' 30.00 million. The premium
on buy-back amounting to ' 780.00 million was adjusted against

The aforesaid borrowings were fully repaid during the year, and
consequently, all the primary and collateral securities stand
released.

c) Working Capital Limits

Working Capital Limits were secured by way of First Pari Passu
Charge on all the current assets of the Company and further
secured by way of Second Pari Passu Charge on all the fixed
assets of the Company, personal guarantee of Sh. Sanjiv Goyal,
Chairman & Managing Director & Sanjeev and Sons HUF (HUF of
Sh. Sanjiv Goyal) and pledging of their 100% shares. The aforesaid
borrowings were fully repaid during the year, and consequently,
all the primary and collateral securities stand released.

44. Investor Education and Protection Fund

Other financial liabilities include ' 0.07 million (Previous year
' 0.13 million) which relates to unpaid/ unclaimed dividend.
During the year ' 0.05 million (Previous year ' 0.04 million)
was deposited relating to unclaimed dividend with the Investor
Education and Protection Fund.

45. Employee Retirement Benefits

a) Defined Benefit Plans (Unfunded)

In accordance with the Payment of Gratuity Act, 1972, the
Company provides for gratuity, as defined benefit plan. The
gratuity plan provides for a lump sum payment to the employees
at the time of separation from the service on completion of
vested year of employment i.e. five years. The liability of gratuity
plan is provided based on actuarial valuation as at the end of
each financial year. The liabilities are unfunded.

Significant actuarial assumptions for the determination of the
defined obligation are discount rate, expected salary increase
and attrition rate. The sensitivity analysis below has been
calculated by varying one assumption at a time and re¬
calculating the present value of the obligation. All assumptions,
other than the one being varied, were left unchanged from their
base values.

b) Compensated absences (Unfunded)

The leave obligations cover the Company’s liability for sick and
earned leaves. The Company does not have an unconditional
right to defer settlement for the obligation shown as current
provision. However, based on past experience, the Company
does not expect all employees to take the full amount of accrued
leave or require payment within the next 12 months, therefore
based on the independent actuarial report, only a certain amount
of provisions has been recognized in the statement of profit
and loss account.

The principal assumptions (demographic and financial)
used for the purposes of the actuarial valuations were as
follows: -

Sensitivity Analysis

Significant actuarial assumptions for the determination of the
defined obligation are discount rate, expected salary increase
and attrition rate. The sensitivity analysis below has been
calculated by varying one assumption at a time and re¬
calculating the present value of the obligation. All assumptions,
other than the one being varied, were left unchanged from their
base values.

c) Defined Contribution Plans

The Company makes contributions, determined as a specified
percentage of employee salaries, in respect of qualifying
employees towards provident fund and employee state
insurance scheme which are defined contribution plans. The
Company has no obligations other than to make the specified
contributions. The contributions are charged to the statement
of profit and loss account as they accrue. The amount
recognized as an expense towards contribution to provident
and other funds for the period aggregated to ' 28.00 million
(Previous year ' 42.92 million), which includes impact relating
to both continuing and discontinued operations.

Accounting Policies

Liabilities in respect of employee benefits to employees are
provided for as follows:

a) Current Employee Benefits:

i) Short-term employee benefits are measured on an undiscounted
basis and expensed as the related service is provided. A liability
is recognized for the amount expected to be paid under short¬
term cash bonus if the Company has a present legal or
constructive obligation to pay this amount because of past
service provided by the employee and the obligation can be
estimated reliably.

ii) Contribution to the Provident Fund & Employee's State
Insurance (ESI), which is a defined contribution scheme, is
recognized as an expense in the statement of profit and loss
account in the period in which the contribution is due.

iii) The Company has adopted a policy on compensated absences
which are both accumulating and non-accumulating in nature.
The expected cost of accumulating compensated absences is
determined by actuarial valuation performed by an independent
actuary at each balance sheet date using projected unit credit
method on the additional amount expected to be paid / availed
as a result of the unused entitlement that has accumulated at
the balance sheet date. Expense on non-accumulating
compensated absences is recognized in the period in which
the absences occur.

iv) Expense in respect of other short-term benefits is recognized
on the basis of the amount paid or payable for the period during
which services are rendered by the employee.

b) Long Term Employee Benefits

i) Post-Employment Benefits (Defined Benefit Plans)

Gratuity liability accounted for based on actuarial valuation as
per Ind AS 19 ‘Employee Benefits'. Liability recognized in the
Balance Sheet in respect of gratuity is the present value of the
defined benefit obligation at the end of each reporting period
less the fair value of plan assets. The defined benefit obligation
is calculated annually by an independent actuary using the
projected unit credit method. The present value of defined
benefit is determined by discounting the estimated future cash
outflows by reference to market yield at the end of each reporting
period on government bonds that have terms approximate to
the terms of the related obligation. The net interest cost is
calculated by applying the discount rate to the net balance of
the defined benefit obligation and the fair value of plan assets.
This cost is included in employee benefit expenses in the
Statement of Profit and Loss Account.

Actuarial gain / loss pertaining to gratuity, post separation
benefits and PF trust are accounted for as Other Comprehensive
Income. All remaining components of costs are accounted for
in the statement of profit and loss account.

ii) Post-Employment Benefits (Defined Contribution Plans)

A defined contribution plan is a post-employment benefit plan
where the Company legal or constructive obligation is limited
to the amount that it contributes to a separate legal entity. The
Company makes specified monthly contributions towards the
Government administered provident fund scheme.

Contribution to the Provident Fund is made in accordance with
the provision of Employees Provident Fund Act, 1952, and is
recognized as an expense in the statement of Profit and Loss
account in the period in which the contribution is due.

46. Deferred Income

Deferred income from government grants pertains to capital
subsidy of ' 10.00 million received from the Government of
India towards installation of power plant to be written off through
Statement of profit and loss account over the period of life of
power plant i.e., ' 0.25 million over a period of 40 years. During
the current year, pursuant to slump sale of the undertaking to
which the power plant related, the entire unamortized balance
of ' 7.26 million has been recognized in the Statement of Profit
and Loss.

Accounting Policies

Grants and Subsidies are recognized when there is a reasonable
assurance that the grant or subsidy will be received and that
underlying conditions will be complied with. Government grants
are recognized in the Statement of Profit and Loss Account on
a systematic basis over the years in which the Company
recognizes as expenses the related costs for which the grants
are intended to compensate or when performance obligations
are met.

Government grants, whose primary condition is that the
Company should purchase, construct or otherwise acquire non¬
current assets and nonmonetary grants are recognized and
disclosed as ‘deferred income’ under non-current liability in the
Balance Sheet and transferred to the Statement of Profit and
Loss Account on a systematic and rational basis over the useful
lives of the related assets.

47. Trade Payable

The information as required to be disclosed pursuant under the
Micro, Small and Medium Enterprises Development Act, 2006
(MSMED Act, 2006) has been determined to the extent such
parties have been identified based on information available with
the Company.

The principal amount remaining unpaid as at 31^st March 2026
in respect of enterprises covered under the “Micro, Small and
Medium Enterprises Development Act, 2006” is “Nil” (Previous
year ' 87.55 million). The interest amount computed based on
the provisions under Section 16 of the MSMED Act “Nil”
(Previous year ' 2.20 million) remains unpaid as at 31^st March
2026. The principal amount that remained unpaid as at 31^st
March 2025 was paid during the year. The list of undertakings
covered under MSMED Act was determined by the Company
based on information available with the Company and has been
relied upon by the auditors.