5.1 Investment in Deccan Gold (Tanzania) Private Limited, Tanzania (100%) wholly owned subsidiary:-
The Company holds 5 gold blocks and a Lithium Block, all of which are greenfield exploration projects. The company's management is evaluating strategies for development of these projects and therefore believes that no impairement review needs to be carried out at this stage and hence, the investment is carried at cost.
5.2 Investment in Deccan Gold - FZCO, Dubai (100%) wholly owned subsidiary:-
DGML incorporated Deccan Gold FZCO, Dubai, UAE (DGFZCO) with the objective of providing mineral exploration consultancy services and investment into other commercial enterprises and management. In accordance with its objectives, DGFZCO has commenced its operations and has been providing consultancy services to clients in gold and critical minerals domain particularly in Africa.
Further, it has also acquired a 51% stake in Deccan Gold Mozambique Ltda., Mozambique (DGMoZ). DGMoZ, which is a subsidiary company of DGFZCO, has acquired 5 critical mineral blocks in Mozambique from a local partner who holds the remaining 49% stake in DGMoZ. DGMOZ will focus on exploration and mining projects in the highly prospective Alto Ligonha Pegmatite Province, which hosts the bulk of the more prospective sodalithicpegmatites in Mozambique to host noteworthy concentrations of columbite, tantalite, beryl and lithium and includes large pegmatites such as Muiane, Naipa, Morrua and Morropino mines. DGFZCO has initiated steps to ramp up exploration and initially set up a 200 Tpd plant in the next 12 months. Over the next 24-36 months, the Company will complete detailed exploration and feasibility studies in Mozambique with the ultimate objective of setting up of a 1000 TPD processing plant that will produce concentrates of Lithium, Tantalum, Cesium, Rubidium and other trace elements.
DGFZCO also acquired a 4% stake in Kalevala Gold Oy, Finland. (its an associate company of DGML) (Refer Note 5.4)
In view of the above, the management beleives that Deccan Gold - FZCO will get into revenue stream in the coming years. Hence, in the opinion of the company's management, no impairement review needs to be carried out at this stage and hence, the investment is carried at cost.
5.3 Acquiring stake in Geomysore Services (India) private Limited (GMSI) 29.44% (F!Y. 37.95%) pursuant to a share swap:
In Lieu of acquisition of 6,89,521 equity shares in GMSI @ 1606.09 through swap of DGML Equity shares of 3,35,07,789 with a Face Value of Re. 1/- acquired at Rs.33.05 with premium of Rs. 32.05 per share accounted and balance of 30,852 equity shares of GMSI through swap of DGML 14,99,276 CCD with a Face Value of Re. 1/- acquired at Rs.33.05 with at premium of Rs. 32.05 per share.
Accordingly, the Company had made an ‘in-principle approval application to the Bombay Stock Exchange Limited (BSE) on 21-02-2023 for issue of 3,35,07,789 equity shares at an issue price of Rs. 33.05/- per share (including a premium of Rs. 32.05/-) and 14,99,276 Compulsorily Convertible Debentures (CCDs) at an issue price of Rs. 33.05/- per CCD (including a premium of Rs. 32.05/-) to acquire 720,373 equity shares of GMSI at an issue price of Rs. 1606.09/- per share (of face value of Re.1- each). The price per share of the Company and GMSI and the swap ratio were arrived at based on the Valuation Report noted above.
By way of background, GMSI is a multi-metal exploration company based in Bangalore, India and has got a portfolio of mineral prospects which include mineral concession applications over the Kolar Gold Belt and the key Jonnagiri Gold Project in Andhra Pradesh over which it holds a granted and executed Mining Lease (ML) which is getting into production shortly.
DGML has pledged its entire shareholding in GMSI in favour of Body Corporates from whom it has availed debt funding (Refer Note 17).
5.4 Acquisition of 32.51% (P.Y. 31.52%) stake in Kalevala Gold Oy, Finland:-
Kalevala has the rights to acquire mining leases and prospecting licences for gold in the Northeastern part of Finland. The project has a potential of 4 tonnes of gold over the mediumterm which can be further enhanced through exploration. The Company is planning to do a drilling program and conduct a feasibility study in preparation for the mining activity.
During the year 2023-24, the Company acquired 31.52% stake in Kalevala Gold Oy, Finland ("Kalevala") under a share swap transaction. Valuation and share swap ratio were arrived at by an independent registered valuer. In terms of the same, for every 33 ordinary shares of Kalevala, the Company shall be issued 46,900 equity shares of face value of INR 1.00 each as fully paid-up at an issue price of INR 53.47/-per share.
Accordingly, the Company acquired 810 ordinary shares (31.52% stake) of Kalevala from Lionsgold India Holdings Limited, Mauritius and issued 11,51,181 equity shares of the Company at an Issue Price of INR 53.47 per share at a total consideration aggregating INR 6.15 crore.
During the year under review, DGFZCO acquired 134 Equity Shares in Kalevala and further the local partners were alloted 200 Equity Shares in lieu of two assets brought by them into Kalevala. As a result DGML and DGFZCO hold 944 Equity Shares in the total capital of 2904 Equity Shares in Kalevala translating to combined stake of 32.51%.
DGFZCO also acquired a 4% stake in Kalevala Gold Oy, Finland resulting into increasing in combined holding of 944 Equity Shares (32.51% ).
During 2025, Kalevala is preparing to complete a trial mine on the Kuikka deposit. The Company is planning to excavate about 7,000t of ore containing 1,500 to 2,500 ounces of gold. Ore will be processed through a pilot plant the company will construct on-site.
The trial mine is expected to provide valuable information about the short-scale continuity and structural setting of the gold mineralization and confirm the metallurgical characteristics of the ore before Kalevala undertakes more extensive and deeper drilling to define the full extent of the economic mineralisation. Subject to grant of the mining license, DGML will provide funding for the trial mine (approx 1.5M Euros) and profits will be used to define the Mineral Resource and complete techno-economic studies to assess the viability of a larger-scale underground mining operation.
In view of the above, the company's management opines that, no impairement review needs to be carried out at this stage and hence, the investment is carried at cost.
Acquisition of 60% stake in Avelum Partner LLC, Kyrgyzstan pursuant to a share swap:
During the year 2023-24, the Company acquired 60% stake in Avelum Partner LLC, Kyrgyzstan ("Avelum") under a share swap transaction. Valuation and share swap ratio were arrived at by an independent registered valuer. In terms of the same, for every 533 shares of Avelum, the Company shall be issued 94 equity shares of face value of INR 1.00 each as fully paid-up at an issue price of INR 53.47/- per share.
Accordingly, the Company acquired 68,250,000 shares of Avelum from Hira Infra Tek Limited, India and issued 1,20,36,585 equity shares of the Company at an Issue Price of INR 53.47 per share.
Similarly, the Company acquired 36,750,000 shares of Avelum from Med Edu Care Marketing Management, Dubai (represented by Dr Phani Bhushan Potu, Sole Proprietor) and issued 64,81,238 equity shares of the Company at an Issue Price of INR 53.47 per share.
Thus, the Company had acquired 105,000,000 shares of Avelum (60% stake) under a share swap transaction by issuing 1,85,17,823 equity shares of face value of INR 1/- each at an Issue Price of INR 53.47/- per share at a total consideration aggregating INR 99.01 crore. "Avelum is operating an existing gold mine located in the eastern part of Kyrgyzstan which requires considerable expansion and setting up of a processing plant to reach its full capacity. The Mine has a potential resource of 6 tonnes of gold which can be extracted over the next 8 - 10 years with a potential to enhance the resource base. Avelum is planning to expand the mining and production capacity in the shortterm."
Gold processing plant modernisation / expansion:
DGML has infused fund regularly in the form of loan for Construction of Leaching Circuit in addition to the existing Gravity Circuit of the processing plant at the Altyn Tor Gold Project site of Avelum is underway. This will improve the gold recovery rate from the present 50% to 88%. Once completed, the new processing facility could operate at 1000 TPD capacity. In addition, a Tailing Damwill also be constructed. With all required permissions / approvals in place, the construction / modernisation of the existing processing plant is expected to be completed by end Q2 / early Q3 of FY 2025-26.
With the production plan upon commissioning of the processing plant and promising drilling results indicating a high potential for enhancement of gold resources, DGML remains optimistic and committed to delivering long-term value to all its stakeholders.
In view of the above, the company's management opines that, no impairement review needs to be carried out at this stage and hence, the investment is carried at cost.
II. Issued During the Year 2024-2025
On March 2, 2023, the Company has acquired 30,852 fully paid-up equity shares in Geomysore Services (India) Private Limited (“GMSI”) aggregating to Rs. 4,95,51,072 from Australian Indian Resources Limited, Australia. In consideration, the Company allotted 14,99,276 fully paid-up Compulsorily Convertible Debentures of face value of Re. 1/- each (“CCD”) at a price of Rs. 33.05 per CCD, on preferential basis to Australian Indian Resources Limited, Australia, (Promoter Group) for consideration other than cash.
The CCD allottee has opted for conversion of the CCDs into equity shares and accordingly, on August 20, 2024, the Board of Directors of the Company have allotted 14,99,276 equity shares of the Company of face value of Re.1/- each at an Issue Price of Rs. 33.05/- per share.
(iv) The CCD by themselves do not give to the holder thereof any rights of equity shareholder of the Company; and
(v) the number of Equity Shares that each CCD converts into and the price per Equity Share upon conversion of each CCD shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock, split, merger, demerger, transfer of undertaking, sale of a business division or any such capital or corporate restructuring.
16.3 Issue of Equity Warrants convertible into equivalent number of Equity Shares of the Company on preferential basis for cash consideration:
The terms and conditions of the equity warrants are as under:
i. Each Equity Warrant shall give the Warrant Holder the right to exercise for one Equity Share of the Company;
ii. Warrants shall be convertible into equity shares within 18 months from the date of allotment of Equity Warrants;
iii. The Equity Warrants by themselves do not give to the holder thereof any rights of the shareholder of the Company;
iv. The number of Equity Shares and the price per Equity Share upon exercise of each Warrant shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock, split, merger, demerger, transfer of undertaking, sale of a business division or any such capital or corporate restructuring, if any prior to the conversion of Equity Warrants;
v. Atleast 25% of the consideration for preferential issue of Equity Warrants shall be received by the Company prior to the allotment of said warrants;
vi. At the time of exercise, the Warrant Holder shall pay the balance of the consideration payable in respect of the Equity Warrants so being exercised; and
vii. The Equity Warrants will not be listed on the stock exchange.
B) During the year the company received the remaining 75% consideration from the Equity warrant allottees who opted for conversion of the Equity warrants into equity shares and accordingly, the Company have allotted 81,28,768 equity shares of the Company of face value of Re.1/- each at an Issue Price of Rs. 53.47/- per share.
16.4 Share Based Payment Reserves ("ESOP") :-
Details of Deccan Gold Mines Limited Stock Incentive Plan, 2024
The Company introduced “Deccan Gold Mines Limited Stock Incentive Plan, 2024” which covers the eligible employees of the Company, its subsidiaries and its associates. The options granted under Plan shall vest after 1 year from the date of grant of option.
The Loan taken from Ardent Steel Private Limited are to be utilized for investment in Avelum and GMSI i.e. Subsidiary and Associate respectively.
The Loan taken from Godawari Power & Ispat Limited are to be utilized as Rs.45 crores for procurement of plant and machinery and other equipments for Gold process plant and balance amount shall be utilized for general corporate purpose.
19.1 Unsecured Loans from subsidiary are repayable on demand and are short term funded against the working capital requirement of the company. The loan bearing an Interest Rate @9%.
19.2 Unsecured Loan from Other Body corporate are bearing Interest rate @12%.
a. The Unsecured loan of Rs. 50 crores was converted into secured loan on July 04, 2024. (Refer Note 17 & 5.3)
b. From one Body-corporate, the Loan along with interest shall due on 31st December, 2024.
c. From second Body-corporate, the Loan along with interest are short-term and are repayable within a year.
34 Fair Value Measurement
Financial Instrument by category and hierarchy
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values :
i. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
ii. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.
iii. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instrument by valuation technique
35 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES rt
the course of business, the company is exposed to certain financial risk that could have considerable influence on the Company’s business and its performance. These include market risk ( including currency risk, interest risk and other price risk), credit risk and liquidity risk. The Board of Directors review and approves risk management structure and policies for managing risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides service to the business, monitors and manages through an analysis of the exposures by degree and magnitude of risks. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The company uses derivative financial instruments to hedge risk exposures in accordance with the Company’s policies as approved by the board of directors.
i. market risk:
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of financial instruments. The value of a financial instrument may change as a result of changes in the liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy. The Company does, time to time, evaluate the recoverability of its financial assets and liabilities and provides the estimated loss in the same financial year of recognition. The Company is not an active investor in equity markets.
ii. Equity price risk
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of the Company’s investments exposes the company to equity price risks. At the reporting date, the company do not held any quoted equity securities.
iii. Credit risk
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on customer profiling, credit worthiness and market intelligence. Trade receivables consist of a Goverenment/Institutionals & Other customers, spread across India. Outstanding customer receivables are regularly monitored. The average credit period is in the range of 0 - 180 days. However in select cases credit is extended which is backed by security deposit/bank guarantee/ letter of credit and other firms. The Company’s Trade receivables consist of a large number of customers, across India hence the Company is not exposed to concentration risk.
The Company measures the expected credit loss of trade receivables from individual customers based on historical trend, industry practices and the business environment in which the entity operates.
Financial Assets are considered to be of good quality and there is no significant increase in credit risk.
iv. Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital limits from various banks. Furthermore, the Company access to funds from debt markets through commercial paper programs and short term working capital loans.
v. Interest Rate Risk Management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Currently the company has no exposure to interest rate risk.
vi Foreign Currency Risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.
Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar and Euro, against the respective functional currencies (INR). The Company does not have any foreign currency trade payables and receivables.
The foreign exchange risk management policy of the Company requires it to manage the foreign exchange risk by transacting as far as possible in the functional currency. The Company does not use derivative financial instruments for trading or speculative purposes. No Forward contracts were entered into by the company either during the year or previous years since the company has very minimum exposure to foreign currency risk.
36 Capital management
The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum
39 Employee Benefit
As per IND AS 19 “Employee Benefits”, the disclosures of Employee benefits as defined in the said Accounting Standards are given below:
Defined Benefit Plans Gratuity:
The Company operates one Defined Benefit Plan, viz., Gratuity Benefit, for its employees. The Gratuity Plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service as per the Payment of Gratuity Act. The Company does not have any fund for Gratuity Liability and the same is accounted for as provision.
The following tables set out the the gratuity plans and the amounts recognised in the Company’s financial statements as at 31 March 2025 and 31 March 2024:-
These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.
a) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
b) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.
c) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
d) Salary risk: The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
a. The above Related Party transaction does not include ESOP granted by the compnay to the KMP's, the same will be disclosed at the time of vesting.
b. The related party relationships and transactions have been determined by management of the Company on the basis of the requirements of the Ind AS 24 “ Related Party Disclosures” and the same have been relied upon by the auditors.
c. The relationships as mentioned above pertain to those related parties with whom transactions have taken place during the year.
d. Related parties have been identified by the Management. Actual reimbursement of expenses/taxes paid on behalf of related parties is not considered as a related party transactions for disclosure purpose
41 Contribution to political parties during the year 2024-25 is Rs. Nil (previous year Rs. Nil).
42 There are no amounts due and outstanding to be credited to Investor Education & protection Fund as at March 31, 2025.
43 Disclosure pertaining to Immovable properties
i) As the company doesn't own any immovable properties the disclosure regarding the title deeds not held in the name of the company, Valuation and revaluation of assets and others disclosure which are need to be reported under Revised Schedule III, as amended by the Companies Act, 2013 are not applicable.
ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets during the current or previous year.
44 Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority
45 The Company has complied with the number of layers prescribed under (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017
46 Utilisation of Borrowings availed from Banks and Financial Institutions
The company has not obtained any borrowings from banks and financial institutions have been applied for the purposes for which such loans were taken.
47 Crypto Currency / Virtual Currency
The Company has not traded or invested in crypto currency or virtual currency during the year.
48 The company has not entered into any Scheme’s of arrangements with the competent authority in terms of Sec. 230 to 237 of the Companies act, 2013.
49 Details of pending charge creation / satisfaction registration with Roc.
The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.
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The Company has not extended any loans to its related parties during the year and previous year. 51. Contingent Liabilities
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Particulars
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As at
31st March, 2025
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As at
31st March, 2024
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Bank Guarantee
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16,075
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20,500
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The Company has kept 100% margin money in the form of Term Deposit with Banks against issue of Bank Gurantees.
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-
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-
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52. Capital Commitments
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Particulars
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As at
31st March, 2025
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As at
31st March, 2024
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Estimated amount of capital contracts remaining to be executed on capital account and not provided.
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-
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-
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53 No proceedings were initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.
54 Disclosure on transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961, is not applicable to the Company, since no such event occurred during the year.
55 Segmental Reporting
The Company is mainly engaged in the business of gold exploration and mining. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz; Gold Mining & Exploration. hence, there are no separate
reportable segments as per Ind AS 108.
56 Utilization of borrowed funds and share premium:
A) The company has not granted/advance/invested funds in any entities or to any other person including foreign entities during the year with the understanding that the:
a) Intermediary shall directly or indirectly lend or invest in any manner whatsoever by or on behalf of the company (Ultimate beneficiaries).
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries."
B) The company has not received any funds during the year from any person’s/entities including foreign entities with the understanding that the company shall
a) Directly or indirectly lend or invest in any manner whatsoever by or on behalf of the funding entity (Ultimate beneficiaries).
b) Provide any gurantee, security or the like to or on behalf of the ultimate beneficiaries.
57 Relationship with Struck off Companies
The Company does not have any transactions with companies struck off.
58 rule 11(g) of Companies (Audit and Auditors) rules, 2014
The Company has used accounting softwares for maintaining its books of account for the financial year ended March 31,2025 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 softwares.
59 In the opinion of the Board :
i) The current assets, loans and advances will realise in the ordinary course of business, at least the amount at which these are stated in the Balance Sheet. The balances of Trade Receivables, Trade Payables and Loans and Advances are subject to confirmation and consequential adjustment, if any.
ii) Provision for all known liabilities have been made.
iii) There were no significant adjusting events after end of the reporting period which require any adjustment or disclosure.
60 The company has not taken any facilities from banks/financial institutions against current assets hence disclosure regarding review and reporting of filings and submission of Quarterly returns or statements with banks/financial institutions are in agreement with books of accounts are not available.
61 Figures of previous year have been regrouped, rearranged, reclassified where ever necessary to make them comparable with that of current year.
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