r) Provisions (other than employee benefits)
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
s) Contingencies
Disclosure of contingent liabilities is made when there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. Where there is possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are not recognized in the standalone financial statements. However, contingent assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognized in the period in which the change occurs. Contingent assets are recognized where an inflow of economic benefits is probable.
t) Employee Benefits
Liability on account of short-term employee benefits is recognized on an undiscounted and accrual basis during the period when the employee renders service/ vesting period of the benefit.
Defined Contribution Plan:
The Company pays contribution to the provident fund and employee state insurance corporation which is administered by respective Government authorities. The Company has no further payment obligations once the contributions have been paid. The Contributions are recognized as employee benefit expense in the statement of profit and loss to the year it pertains.
Defined benefit plan:
Gratuity: The Company’s liability towards gratuity is determined using the projected unit credit method which considers each period of service as giving rise to additional unit of benefit entitlement and measures each unit separately to build up the final obligation. The cost for past services is recognized on a straight line basis over the average period until the amended benefits become vested.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Obligation is measured at the present value of estimated future cash flows using a discount rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and the terms of Government bonds are consistent with the currency and estimated term of defined benefit obligation.
u) Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the weighted average number of shares outstanding are adjusted for the effect of all dilutive potential equity shares from the exercise of options on unissued share capital. The number of equity shares is the aggregate of the weighted average number of equity shares and the weighted average number of equity shares which are to be issued in the conversion of all dilutive potential equity shares into equity shares.
v) Segment reporting
Segments are identified based on the manner in which the Chief Operating Decision Maker ('CODM’) decides about resource allocation and reviews performance of the Company. The Managing Director of the Company is identified as CODM, who assesses the financial performance and position of the Company and makes strategic decisions.
The CODM reviews revenue and gross profit as the performance indicators and does not review the total assets and liabilities for each reportable segment. The measurement of each segment’s revenues and expenses is consistent with the accounting policies that are used in preparation of the Company’s standalone financial statements.
w) Unforeseeable losses
The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. As at the year end, the Company did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.
Key accounting estimates and judgements
The preparation of the Company’s standalone financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities reflected
in future periods. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Estimates and underlying assumptions are reviewed by management at each reporting date. Actual results could differ from these estimates. Any revision of these estimates is recognized prospectively in the current and future periods.
Information about significant areas of estimation and assumptions/ uncertainty and judgements in applying accounting policies are as follows:
(i) Deferred income taxes
The assessment of the probability of future taxable profit in which deferred tax assets can be utilized is based on the Company’s latest forecast, which is adjusted for significant non¬ taxable profit and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the different jurisdictions in which the Company operates are also carefully taken into consideration. If a positive forecast of taxable profit indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full.
(ii) Revenue recognition
Contracts with customers often include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately or together requires significant judgment based on nature of the contract, ability of the service to benefit the customer on its own or together with other readily available resources and the ability of the service to be separately identifiable from other promises in the contract. Estimation relating to warranty obligation in the projects undertaken by the Company are determined based on the nature of the contract and future costs to fulfill the obligation under the warranty period.
In contracts, where percentage of completion method is followed for revenue recognition, estimation of total budgeted cost of completion is required to be made. The Company reviews forecasts of total budgeted costs in the scope of work and other payments to the extent that they are probable, and they are capable of being measured at the end of each reporting period.
(iii) Useful lives of various assets
The charge in respect of periodic depreciation or depletion is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of assets are determined by the management at the time of acquisition of asset and reviewed periodically, including at each financial year. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.
(iv) Current income taxes
The tax jurisdiction for the Company is India. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.
(v) Accounting for defined benefit plans
In accounting for post-retirement benefits, several statistical and other factors that attempt to anticipate future events are used to calculate plan expenses and liabilities. These factors include expected discount rate assumptions and rate of future compensation increases. To estimate these factors, actuarial consultants also use estimates such as withdrawal, turnover, and mortality rates which require significant judgment. The actuarial assumptions used by the Company may differ materially from actual results in future periods due to changing market and economic conditions, regulatory events, judicial rulings, higher or lower withdrawal rates, or longer or shorter participant life spans.
(vi) Impairment
An impairment loss is recognized for the amount by which an asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount to determine the recoverable amount, management estimates expected future cash flows from each asset or cash generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows.
In the process of measuring expected future cash flows, management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary, and may cause significant adjustments to the Company’s assets.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.
(vii) Expected credit loss
Refer note for Impairment of financial assets mentioned in accounting policy on financial instruments above.
(viii) Share based payments
Estimating fair value for share-based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them.
(ix) Fair value of financial instruments
Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.
(x) Estimation of provision for decommissioning costs
The Company along with the lead operator of the oilfield operations, estimates provision for decommissioning for the future decommissioning of oil assets at the end of their economic lives. The decommissioning activities would be in the future, the exact requirements that may have to be met during the occurrence of removal events are uncertain. Technologies and costs for decommissioning are varying constantly.
The timing and amounts of future cash flows are subject to uncertainty. The timing and the future expenditures are reviewed at the end of each reporting period. The economic life of the oil assets is estimated based on the economic production profile of the relevant oil asset.
(xi) Estimation of reserves
Management estimates production profile (proved and developed reserves) in relation to all the oil and gas assets determined as per the industry practice. The estimates so determined are used for the computation of depletion and loss on impairment, if any. The Company uses the services of third-party agencies for estimation of reserves of its assets who adopt latest industry practices for their evaluation.
(xii) Business combination
Management applies judgement in determining whether an acquisition constitute a business or not. In applying judgement, the Company determines whether the acquisition constitute inputs and when processes are applied to those inputs, it should have the ability to contribute to the creation of outputs. Further, determination of fair values of assets and liabilities acquired in a business combination involves estimation of future cash flows and operating results which relate to future events and circumstances, which might vary.
CT RECENT ACCOUNTING PRONOUNCEMENTS
• Standards notified but not yet effective
The Ministry of Corporate Affairs (MCA) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. As on the date of release of these standalone financial statements, MCA has notified an amendment to Ind AS 21 regarding lack of exchangeability between currencies, which is applicable for reporting period beginning on or after April 01, 2025. Such amendment to existing standard has not been adopted early by the Company.
• New and amended standards notified by Ministry of Corporate Affairs (‘MCA')
Amendments to Ind AS 116 - The amendment to Ind AS 116 addresses the measurement of lease liabilities in sale and leaseback transactions, ensuring that seller-lessees do not recognize any
gain or loss related to the retained right-of-use asset.
Ind AS 117 - Ind AS 117 shall be applicable to entities having (a) insurance contracts, including reinsurance contracts, it issues; (b) reinsurance contracts it holds; and (c) investment contracts with discretionary participation features it issues, provided the entity also issues insurance contracts.
MCA has also notified the Companies (Indian Accounting Standards) Third Amendment Rules, 2024, to provide relief to the insurers or insurance companies. Additionally, Ind AS 104 has been reissued for use by the insurers or insurance companies.
The above new and amended standards had no impact on the Company’s standalone financial statements.
Notes:
(i) The balance unexercised equity shares held by the ESOP Trust at the end of the year had been reduced against the share capital as if the trust is administered by the Company itself. The securities premium related to the unexercised equity shares held by the trust at the close of the year amounting to ' 82.59 Lakhs (March 31,2024: ' 228.44 Lakhs) has been reduced from securities premium account and adjusted against the loan outstanding from the ESOP Trust.
(ii) In 2021-22, the Company had approved "Asian Energy Services Limited - Employee Stock Option Plan - 2021" ("AESL ESOP 2021") authorizing grant of maximum 380,744 stock options to the eligible employees. During the current year, 200,643 stock options were exercised (March 31,2024: 109,183 stock options).
(iii) During the current year, the Company has approved "Asian Energy Services Limited - Employee Stock Option Plan - 2024" ("AESL ESOP 2024") authorizing grant of not exceeding 380,744 stock options to the eligible employees. Under this scheme, equity shares will be directly allotted by the Company as and when exercised.
(iv) During the current year, 5,030 stock options had lapsed (March 31, 2024: 65,144 stock options) under AESL ESOP 2021 scheme.
(h) Share warrants
(i) The Allotment Committee of the Board of Directors of the Company, on November 05, 2024, considered and approved the allotment of 47,00,000 convertible share warrants on preferential basis to certain identified non-promoter persons/ entities ("Allottees") each carrying a right upon being fully paid up, to subscribe one equity share of face value of ' 10 each at an issue price of ' 335.00 /-.
The Company has complied with the provisions of section 42 and section 62 of the Companies Act, 2013 and the rules framed thereunder in relation to such preferential allotment on a private placement basis.
(ii) The Allotment Committee of the Board of Directors of the Company, on August 21, 2023, considered and approved the allotment of 67,00,000 convertible share warrants on preferential basis to certain persons/ entities each carrying right upon being fully paid up, to subscribe one equity share of face value of ' 10 each at an issue price of ' 127.50/-.
(a) Nature of security and terms of repayment of long term borrowings
1 Term loan from Bank
During the current year, the Company has availed term loan from Bank of Maharashtra for the purpose of purchase of plant and machinery carrying variable interest rate linked to MCLR plus spread (9.30% p.a as at March 31,2025) with agreed interest rate reset clause which is repayable in 42 equal monthly installments along with interest, upto 2029¬ 30. These are primarily secured by way of hypothecation of plant and machinery to be purchased out of the proceeds of such loan. The moratorium period of 6 months is applicable for principal repayment from the first disbursement date.
The loan is also secured by way of corporate guarantee by M/s Oilmax Energy Private Limited (Holding Company).
2. Vehicle Loan-
The Company has availed vehicle loans. Interest rate charged ranges from 8.75% p.a. to 10.00% p.a. The vehicles financed through such borrowing are forming part of the property, plant and equipment and have been hypothecated for the said borrowings. The borrowings will be repaid by the Company in equal predetermined installments over a period ranging from 39 to 48 months from the borrowings origination date with the last installment repayable in 2026-27.
(b) Working capital facilities from bank :
(i) Cash credit facility from Bank of Maharashtra is secured by way of first pari-passu charge on stock and book debts and all the current assets of the Company. Further, the facility is secured by certain fixed deposits and counter indemnity. The interest rate applicable to the facility is computed using prevailing MCLR plus spread (9.80% p.a. as on March 31,2025). These are repayable on demand. The facility is also secured by way of corporate guarantee by M/s Oilmax Energy Private Limited (Holding Company).
(ii) Cash credit facility from Union Bank of India is secured by way of exclusive charge on certain fixed deposits and counter indemnity, hypothecation of stock and book debts, plant and machineries at various projects of the Company. The facility is secured by way of personal security of Mr. Kapil Garg (Managing Director), Mrs. Ritu Garg (Promoter) and Mr. Aman Garg (Non-Executive Director and relative of promoter and managing director). The interest rate applicable to the facility is computed using prevailing MCLR plus spread (9.80% p.a. as on March 31, 2025). The above mentioned personnel have also provided certain personal immovable properties as security. These are repayable on demand. The facility is also secured by way of corporate guarantee by M/s Oilmax Energy Private Limited (Holding Company).
(iii) During the previous year, the Company had availed overdraft facilities which was secured by way of exclusive charge on certain fixed deposits of the Company. The interest rate applicable to the facility was computed using prevailing fixed deposits rate 1%. The same has been fully repaid in current year.
2. The Company has recognized the following in the statement of profit and loss:
(i) Depreciation expense on right-of-use assets of ' 117.64 Lakhs (March 31,2024: ' 137.96 Lakhs) (Refer note 6)
(ii) Interest on lease liabilities of ' 7.30 Lakhs (March 31,2024: ' 14.34 Lakhs) (Refer note 34).
(iii) Expense amounting to '4,001.52 Lakhs (March 31,2024: ' 1,131.70 Lakhs) related to leases of low-value assets and leases with less than twelve months of lease term. These have been included under machine hire charges, vehicle hire charges and rent expenses (Refer notes 31 and 36).
(iv) Rental income amounting to Nil (March 31,2024: ' 40.73 Lakhs) is related to assets given on lease with less than twelve months of lease term. It has been included in other operating income (Refer note 29).
3. The total net cash outflow for the payment of lease liability and interest is ' 339.23 Lakhs (March 31, 2024: ' 275.48 Lakhs).
Hfli FAIR VALUE MEASUREMENTS
The fair value of financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Fair value hierarchy :
Financial assets and financial liabilities measured at fair value in the Balance sheet are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Fair value of financial assets and liabilities measured at amortized cost
The carrying amounts of trade receivable, cash and cash equivalents, other bank balances, loans, current security deposit, trade payables and other current financial liabilities are considered to be the same as their fair values, due to their short term nature. Fair value of other non-current financial assets approximate their carrying amounts due to the fact that it is estimated by discounting future cash flows using market rates of interest applicable as at reporting dates.
Fair value of long term borrowings approximate their carrying amounts due to the fact that long term borrowings are measured at amortized cost using the floating rates/fixed rates of interest, which in turn are based on interest rates prevailing in the market for similar transaction.
Fair value of financial assets measured at FVTPL
The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at reporting date.
Fair value of financial assets at FVTOCI
The fair value of investments carried at FVTOCI is determined, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The fair value of these investments is categorized as Level 3 because the shares are neither listed on an exchange and there were no recent observable arm's length transactions in the shares.
There are no transfers in either level during the reporting periods.
HH FINANCIAL RISK MANAGEMENT
The Company's activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements. The Company’s risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company's short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting returns. The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed are described below:
Credit risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. The Company is exposed to credit risk from loans and advances to related parties, trade receivables, bank deposits and other financial assets.
Bank deposits are placed with reputed banks / financial institutions. Hence, there is no significant credit risk on such fixed deposits.
The Company does not have significant credit risk from loans given considering these are provided to related parties or to financial institution for shorter duration. Mutual fund investments are made in liquid and overnight plans of renowned asset management companies only. The credit risk associated with bank, security deposits and mutual fund investments is relatively low.
The Company trades with recognized and credit worthy third parties. The Company periodically assesses the financial reliability of the counter party, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
Credit risk on trade receivables is limited as the Company’s customer base majorly includes reputed and large corporate groups and public sector enterprises. It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Also, generally the Company does not enter into sales transaction with customers having credit loss history. In addition, trade receivable balances are monitored on an on-going basis with the result that the Company’s exposure to bad debts is not significant. In case of trade receivables due from related parties and in case of disputed trade receivables, the Company performs individual credit risk assessment and creates expected credit loss allowance (ECL) based on internal assessment. Further, the Company computes ECL on undisputed trade receivables (including those where ultimate customer is a non-related party) at each reporting date, based on provision matrix which is prepared considering historically observed overdue rate over expected life of trade receivables and is adjusted for forward-looking estimates.
b) For reconciliation of loss allowance on trade receivables, refer note 15.1.
c) For reconciliation of loss allowance on contract assets, refer note 18.1.
Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - borrowings, trade payables, lease liabilities and other financial liabilities.
The Company’s principal sources of liquidity are cash and cash equivalents, current investments and the cash flow that is generated from operations. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. The Company closely monitors its liquidity position and maintains adequate source of funding.
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and net asset value (NAV) of mutual fund units will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.
Mutual fund price risk
The value of unquoted mutual fund investments measured at fair value through profit and loss as at March 31,2025 is ' 1,837.92 Lakhs (March 31,2024: ' 340.93 Lakhs). A 10% change in value for year ended March 31,2025 would result in an impact of ' 183.79 Lakhs (March 31,2024: ' 34.09 Lakhs) on profit/ (loss) before tax and other equity (holding all other variables constant).
Foreign currency risk
Most of the Company’s transactions are carried out in INR ('). The Company is exposed to foreign exchange risk arising from certain foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the Company’s functional currency. The Company’s operations in foreign currency creates natural foreign currency hedge. This results in insignificant net open foreign currency exposures considering the volumes and operations of the Company.
Interest rate risk
This refers to risk to Company’s cash flow and profits on account of movement in market interest rates.
For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of hedged products and optimizes borrowing mix / composition.
The above calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.
WHi CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt. The Company does not have externally imposed capital requirements.
1E1 EMPLOYEE BENEFITS
1. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, incentives and allowances, short term compensated absences, etc., and the expected cost of bonus, ex-gratia are recognized in the year in which the employee renders the related service.
2. Long term employee benefits
(i) Defined benefit plan
Gratuity (funded) :
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
The sensitivity analyzes above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognized in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period. Sensitivities due to mortality and turnover are not material and hence impact of change due to these are not calculated.
G. Risk exposure
The Company is exposed to a number of risks, the most significant of which are actual salary growth rate and reduction in discount rate in future, which can increase the obligation.
(ii) Defined contribution plan
Provident fund and employee's state insurance corporation dues
The Company pays fixed contribution to the provident fund, employee's state insurance corporation entities and labour welfare fund in relation to several state plans and insurances for individual employees. This fund is administered by the respective Government authorities, and the Company has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognized as an expense in the year the related employee services are received.
Company's contribution to defined contribution plan recognized as employee benefit expenses is as below:
(iii) Share-based payment transactions
In FY 2021 - 22, the Company had approved "Asian Energy Services Limited - Employee Stock Option Plan - 2021" ("AESL ESOP 2021") authorizing grant of not exceeding 380,744 stock options to the eligible employees. The scheme is designed to provide long term incentives for certain employees to deliver long term shareholders return. During the current year, the Company has granted Nil (March 31, 2023: 380,000) employee stock options convertible into equivalent equity shares to the eligible employees including that of group company pursuant to such scheme. The details of activity under the ESOP schemes are summarized below:
D. Other outstanding arrangements:
Kapil Garg, Ritu Garg and Aman Garg have provided personal security towards cash credit facility availed by the Company from Union Bank of India. These individuals have also provided certain personal immovable properties as security.
The Holding Company has also provided a Corporate Guarantee to the bankers towards cash credit facilities availed by the Company. Such facility has a credit balance amounting to ' 1,579.85 Lakhs as on March 31,2025 (March 31,2024 - debit balance of ' 1.79 Lakhs).
The Company has implemented one of its employee stock option plan through creation of a Special Purpose Vehicle (SPV).The Company treats such SPV as its extension as in substance the Company assumes all the risks and rewards related to such arrangement including managing such SPV. Hence such SPV is not considered as related party for disclosure purpose in this note.
A The figures does not include provision for gratuity since it is actuarially determined for the Company as a whole. Further, 1,51,000 stock options were granted to KMP during the current year (March 31,2024: Nil). Further 1,51,000 stock options are available with KMP’s as on March 31,2025 (March 31,2024 : 29,314).
* The figures are based on contractual arrangement executed and does not include the impact of Ind AS.
** Provision towards outstanding loan and interest accrued thereon aggregating ' 208.50 Lakhs was made during the year ended March 31, 2023. Also, interest on loan receivable from such subsidiary has not been accrued in the books of account considering the financial position of such subsdiary.
# This pertains to value of stock options to the employees of subsidiary - Asian Oilfield & Energy Services DMCC (Refer note 7).
Notes:
(i) Represents Company’s share of expenses in joint operation at Indrora oilfield.
(ii) Material transactions with related parties are in compliance with Section 177 and 188 of the Act, as applicable. The closing balance with related parties are unsecured in nature. The settlement of receivable/ payable balances would be done through cash or other financial asset.
IE1 UN-HEDGED FOREIGN CURRENCY EXPOSURES:
For un-hedged foreign currency exposure, refer section 'Foreign currency risk’ under note 41 - Financial Risk Management. E31 CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE
As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The Board of Directors of the Company had constituted CSR Committee.
During the previous year, since the Company has not met the applicability criteria and hence, the Company has not carried out any CSR activities. However, Company has met the criteria for applicability of CSR expenditure in current year and hence CSR provisions are applicable.
The details for CSR activities carried out in current year are as follows:
g) In the normal course of business, the payment terms contractually agreed with the majority of the customers ranges from 30 to 60 days except retention monies which are due after the completion of the project as per the terms of contract.
EQ! CODE ON SOCIAL SECURITY, 2020
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.
EE1 ACQUISITION OF A PARTICIPATORY INTEREST IN AN OILFIELD DURING THE YEAR ENDED MARCH 31, 2024
(i) Background
Government of India (GOI) had awarded an oil field in the Cambay basin having surface coverage of 150.77 sq.km to Oilmax Energy Private Limited (Holding Company) for a period of 20 years. Pursuant to such award, a revenue sharing contract (RSC) was entered into between GOI and the Holding Company in September 2022. Such RSC allows for assignment of Participatory Interest ('PI') to other parties with the prior consent of GOI.
Subsequently, a Farmout agreement and a joint operating agreement (JOA) were entered between the Company and Oilmax on April 08, 2023. Under this agreement, the Holding Company sold 50% of PI to the Company in this oilfield for a consideration of ' 1,770 Lakhs (including indirect taxes). This agreement also provides for rights and obligations concerning operations and activities under the contract.
Post that, an application was filed with GOI for approval of such sale of PI to the Company. The GOI approved the sale of PI which was effective from June 30, 2023. As a result, an amendment was made to RSC which also included the Company in it.
As per joint operating agreement, the parties have rights to assets and obligation for the liabilities pertaining to the assets of a joint arrangment in their respective PI.
The above acquisition of PI was in a producing oil field which already had proved reserves (inputs) on which the operational process will be applied to achieve the sale of crude oil (output) and hence such acquisition constitutes a business as per Ind AS 103 - "Business Combinations".
As a result of above acquisition, the Company will further strengthen its position in the oil and gas segment.
For the purpose of the valuation, the basis of value was fair value. Fair value is the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.
In the present scenario, the Company had acquired the rights towards reserves of crude oil and hydrocarbons (natural resource) after purchasing 50% PI in a producing oil field. The underlying value of PI is derived from the reserves of such natural resources. The transaction was done by the Company for having access to such natural resource and the related well facility. The operations in such PI as purchased are located in a specified region of Indrora, Gujarat. As on acquisition date, no brand was acquired by the Company. No material customer contracts/ relationships exists as on the acquistion date. The business utilizes its own resource for supplying goods to customers and deploys its own sales force to interface with them. Further, there is no material assembled workforce acquired.
Basis the facts mentioned above, fair value of entire purchase consideration has been attributable towards a single class of asset which is an oil asset under property, plant and equipment.
Notes :
(i) Ind AS 103 requires the identifiable assets and liabilities to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities. These valuations are conducted by external valuation experts. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by the management.
(ii) Discount rate of 20.62% has been used to determine free cash flows to the equity.
(iii) Tax rate of 25.17%, based on prevailing corporate tax rate in India, has been considered by the Company.
(iv) The acquisition contributed revenue from operations of ' 379.50 Lakhs and profit before tax of ' 71.31 Lakhs during the financial year ended March 31,2024.
(v) The consideration of ' 1,770.00 Lakhs (including indirect taxes) was paid in cash by the Company.
(vi) Capital reserve arising on acquisition has been recognized directly in equity.
Proved reserves are those quantities of petroleum that, by analysis of geological and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under current economic conditions, operating methods, and government regulations.
EBI AUDIT TRAIL (EDIT LOG) FEATURE IN THE ACCOUNTING SOFTWARE
The Ministry of Corporate Affairs (MCA) under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requires companies, which use accounting software for maintaining their books of account, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensure that the audit trail cannot be disabled and whether audit trail has been preserved by the Company as per the statutory requirements for record retention.
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. The audit trail feature is not tampered with during the year. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention from the date the audit trail was enabled for the accounting software, i.e. w.e.f. July 30, 2023.
These are the notes to the standalone financial statements referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 001076N / N500013
Bharat Shetty Kapil Garg Nayan Mani Borah
Partner Managing Director Chairman
Membership No.: 106815 (DIN-01360843) (DIN-00489006)
Shweta Jain Nirav Talati
Company Secretary Chief Financial Officer
(ACS-23368)
Place: Mumbai Place: Mumbai
Date: May 16, 2025 Date: May 16, 2025
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