13 Provisions and Contingent Liabilities
Provisions are recognized when the Company has a present
obligation as a result of a past event; it is probable that an outflow
of resources embodying economic benefits will be required to
settle the obligation and when a reliable estimate of the amount
of the obligation can be made. Provisions are measured at the
best estimate of the expenditure required to settle the present
obligation at the Balance Sheet date. The expenses relating to
a provision is presented in the Statement of Profit and Loss net
of any reimbursement.
If the effect of the time value of money is material, provisions
are determined by discounting the expected future cash
flows specific to the liability. The unwinding of the discount is
recognised as finance cost.
Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from
past events where it is either not probable that an outflow of
resources will be required to settle the obligation or a reliable
estimate of the amount cannot be made.
A contingent asset is not recognised but disclosed in
the financial statements where an inflow of economic
benefit is probable.
Commitments includes the amount of purchase orders (net of
advance) issued to parties for acquisition of assets. Provisions,
contingent assets, contingent liabilities and commitments are
reviewed at each balance sheet date.
14 Revenue Recognition
Effective April 1 2018, the company adopted Ind AS 115
“Revenue from Contracts with Customers.” The effect on
adoption of IND AS 115 is insignificant.
a. Revenue is recognised when control of goods is
transferred to a customer in accordance with the terms
of the contract. The control of the goods is transferred
upon delivery to the customers either at factory gate of
the Company or Specific location of the customer or
when goods are handed over to freight carrier, as per
the terms of the contract. A receivable is recognised
by the Company when the goods are delivered to the
customer as this represents the point in time at which the
right to consideration becomes unconditional, as only the
passage of time is required before payment is due.
Revenue from services is recognised upon
completion of services.
Revenue is measured based on the consideration to
which the Company expects to be entitled as per contract
with a customer. The consideration is determined based
on the price specified in the contract, net of estimated
variable consideration. Accumulated experience is used
to estimate and provide for the variable consideration,
using the expected value method, and revenue is
recognised to the extent that it is highly probable that a
significant reversal will not occur. Revenue excludes any
taxes or duties collected on behalf of the government
which are levied on sales such as goods and services tax.
b. Insurance Claims are accounted when the ultimate
outcome of the same is certain and amount ascertained.
Till the time of uncertainty about outcome and amount of
claim, their recognition is postponed.
c. Dividends are recognised in the statement of Profit
and Loss only when the right to receive payment is
established:, It is probable that economic benefit
associated with the Dividend will flow to the company and
the amount of Dividend can be measured reliably.
d. For all financial instruments measured at amortised cost,
interest income is recorded using the effective interest
rate (EIR), which is the rate that discounts the estimated
future cash payments or receipts through the expected
life of the financial instruments or a shorter period, where
appropriate, to the net carrying amount of the financial
assets. Interest income is included in other income in the
Statement of Profit and Loss.
e. Income on assets given on operating lease is recognised
on a straight line basis over the lease term in the Statement
of Profit and Loss.
f. Eligible export incentives are recognised in the year in
which the conditions precedent are met and there is no
significant uncertainty about the collectability.
15 Employee Benefits
(i) Short Term Benefits
All employee benefits including leave encashment
(short term compensated absences) and bonus/ex-
gratia (incentives) payable wholly within twelve months
of rendering the service are classified as short term
employee benefits and are charged to the Statement of
Profit and Loss of the year.
(ii) Post Employment Benefits
(a) Defined Contribution Plans
Retirement/Employee benefits in the form of
Provident Fund, Employees State Insurance and
labour welfare fund are considered as defined
contribution plan and contributions to the respective
funds administered by the Government are charged
to the Statement of profit and loss of the year when
the contribution to the respective funds are due.
(b) Defined Benefit Plans
Retirement benefits in the form of gratuity is
considered as defined benefit obligation and is
provided for on the basis of an actuarial valuation on
projected unit credit method made as at the date of
the Balance Sheet. Gratuity liability is non-funded.
Re-measurement of the net defined benefit liability,
which comprise actuarial gains and losses are
recognized immediately in Other Comprehensive
Income (OCI). Net interest expense (income) on
the net defined liability (assets) is computed by
applying the discount rate, used to measure the net
defined liability (asset). Net interest expense and
other expenses related to defined benefit plans are
recognized in Statement of Profit and Loss.
(c) Other Long-Term Employee Benefits
As per the present policy of the Group, there
are no other long term benefits to which its
employees are entitled.
(d) Terminal Benefits
All terminal benefits are recognized as an expense
in the period in which they are incurred.
16 Leases:
At the inception of a contract, the Company assesses whether
a contract is or contains, a lease. A contract is, or contains
a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange of
consideration. To assess whether a contract conveys the right
to control the use of an asset the Company assesses whether:
The contract involves the use of an identified asset - this may be
specified explicitly or implicitly, and should be physically distinct
or represent substantially all of the capability of a physical
distinct asset. If the supplier has a substantive substitution right,
then the asset is not identified.
The Company has the right to obtain substantially all of the
economic benefits from use of the asset throughout the
period of use; and
The Company has the right to direct the use of the asset. The
Company has this right when it has the decision-making rights
that are most relevant to changing how and for what purpose
the asset is used.
As a Lessee
Right-of-use Asset
The Company recognises a right-of-use asset and a
lease liability at the lease commencement date. At the
commencement date, a lessee shall measure the right-of-
use asset at cost which comprises initial measurement of
the lease liability, any lease payments made at or before the
commencement date, less any lease incentives received, any
initial direct costs incurred by the lessee; and an estimate of
costs to be incurred by the lessee in dismantling and removing
the underlying asset, restoring the site on which it is located or
restoring the underlying asset to the condition required by the
terms and conditions of the lease.
Lease Liability
At the commencement date, a lessee shall measure the lease
liability at the present value of the lease payments that are not
paid at that date. The lease payments shall be discounted using
the interest rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined, the
lessee shall use the lessee's incremental borrowing rate.
Short-term lease and leases of low-value assets
The Company has elected not to recognise right-of-use assets
and lease liabilities for short-term leases that have a lease term
of less than 12 months or less and leases of low-value assets. The
Company recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
The election for short-term leases shall be made by class of
underlying asset to which the right of use relates. A class of
underlying asset is a grouping of underlying assets of a similar
nature and use in Company's operations. The election for
leases for which the underlying asset is of low value can be
made on a lease-by-lease basis.
17 Research and Development Expenditure
(i) Revenue expenditure on Research & Development is
charged to the Statement of Profit and Loss of the year in
which it is incurred.
However, expenditure incurred at development phase,
where it is reasonably certain that outcome of research
will be commercially exploited to yield economic benefits
to the company is considered as intangible assets and
accounted in the manner specified in Clause 3 (ii) above.
(ii) Capital expenditure incurred during the year on Research
& Development is included under additions to property,
plant and equipment's.
18 Exceptional Items
When items of income and expense within statement of
profit and loss from ordinary activities are of such size, nature
or incidence that their disclosure is relevant to explain the
performance of the enterprise for the period, the nature and
amount of such material items are disclosed separately as
exceptional items.
19 Segment Reporting
The Chief Operational Decision Maker monitors the operating
results of its business Segments separately for the purpose of
making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on
profit and loss and is measured consistently with profit or loss
in the financial statements.
The Accounting Policies adopted for segment reporting are
in line with the Accounting Policies of the Company. Segment
assets include all operating assets used by the business
segments and consist principally of fixed assets, trade
receivables and inventories. Segment liabilities include the
operating liabilities that result from the operating activities
of the business.
Segment assets and liabilities that cannot be allocated between
the segments are shown as part of unallocated corporate
assets and liabilities respectively. Income / Expenses relating
to the enterprise as a whole and not allocable on a reasonable
basis to business segments are reflected as unallocated
corporate income / expenses.
20 Borrowing Costs
Borrowing costs are interest and other costs that the Company
incurs in connection with the borrowing of funds and is
measured with reference to the effective interest rate applicable
to the respective borrowing. Borrowing costs that are directly
attributable to the acquisition of an asset that necessarily takes
a substantial period of time to get ready for its intended use are
capitalised as part of the cost of that asset till the date it is put
to use. Other borrowing costs are recognised as an expense
in the period in which they are incurred. Borrowing costs also
include exchange differences to the extent that are regarded as
an adjustment to borrowing costs.
21 Foreign Exchange Transactions
(i) The financial statements of the Company are presented
in Indian Rupee (INR), which is Company's functional and
presentation currency.
(ii) Foreign currency transactions are translated into the
functional currency using exchange rate prevailing on the
date of transaction. Monetary assets and liabilities are
translated at rate of exchange prevailing at the reporting
date. The difference arising on settlement or translation
on account of fluctuation in the rate of exchange is dealt
within the Statement of Profit and Loss.
(iii) Foreign exchange differences regarded as an adjustment
to borrowing costs are presented in the Statement of Profit
and Loss, as finance costs. All other foreign exchange
gains and losses are presented in the Statement of Profit
and Loss on a net basis within other gains / (losses).
(iv) Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions.
22 Taxes on Income
Income tax expense comprises current and deferred tax
and is recognized in the Statement of Profit and Loss except
to the extent that it relates to items recognized directly in
equity or in OCI.
(i) Current Tax
Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year and
any adjustment to the tax payable or receivable in respect
of previous years. It is measured using tax rates enacted
or substantively enacted at the reporting date.
(ii) Deferred Tax
Deferred tax is recognized in respect of temporary
differences arising between the carrying amounts of
assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes.
Deferred tax assets are recognized for unused tax losses,
unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits
will be available against which they can be used. Deferred
tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that
the related tax benefit will be realized; such reductions
are reversed when the probability of future taxable
profits improves.
Unrecognized deferred tax assets are reassessed at
each reporting date and recognized to the extent that it
has become probable that future taxable profits will be
available against which they can be used.
Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when
they reverse, using tax rates enacted or substantively
enacted at the reporting date.
The measurement of deferred tax reflects the tax
consequences that would follow from the manner in
which the Company expects, at the reporting date,
to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are off set where the Company has a legally
enforceable right to offset and intends either to settle on
a net basis, or to realize the asset and settle the liability
simultaneously.
23 Earnings Per Share
Basic Earnings per share is calculated by dividing the net profit
/ (loss) for the period attributable to the 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 / (loss) for the period
attributable to the equity shareholders and the weighted
average number of equity shares outstanding during the period
is adjusted for the effects of all dilutive potential equity shares.
24 Expected Credit losses and Impairment losses on
investment
The Company reviews its carrying value of investments carried
at amortised cost annually or more frequently when there is
indication for impairment. If the recoverable amount is less than
its carrying amount, the impairment loss is accounted for.
c) The Company's investment properties consist of 3 properties in India as on March,312025. The management has determined that the investment
property consists of two class of assets - Free hold Land and building - based on the nature, characteristics and risks of each property
The Company has no restriction on the realisability of its investment properties and no contractual obligations to purchase, construct or
develop investment properties or for repairs, maintenance and enhancements.
The fair valuation is based on current prices in the active market for similar properties. The main input used are quantum, area, location,
demand, age of building and trend of fair market rent in the location of the property.
The fair value is based on valuation performed by an accredited independent valuer. Fair valuation is based on replacement cost method.
The fair value measurement is categorised in level 2 fair value hierarchy.
d) Refer Note 14 & 18 on Long term Borrowing and short term Borrowings for amounts of restrictions on the title and Investment properties
pledged as securities.
Notes
a) The Company has leasing arrangements for its office premises -head office and certain plots . Non-cancellable period for those lease
arrangements vary. The Company pays lease charges as fixed amount as per the respective lease agreements. In respect of Ind AS 116 - Leases,
the Company has adopted modified retrospective method under which the cumulative effect of initial application is recognized in retained
earnings at 1st April 2019. Right-of-use asset is measured, on a lease by lease basis, at carrying amount assuming the standard is applied since the
commencement date. Discounting to arrive the value of asset is done based on the incremental borrowing rate at the date of initial application.
The Company has leasing arrangements for its various commercial premises (other than mentioned above). Non-cancellable period for
those leasing arrangements are less than 12 months and the Company elected to apply the recognition exemption for short term and
leases for which the underlying assets is of low value. The lease amount is charged as rent.
b) Terms/rights attached to equity shares
i) Equity shares:
The Company has only one class of equity shares having a par value of H 2 each per share (P.Y. H 2 each per share). Each holder of
equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled
to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.
ii) Dividend:
The final dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General
Meeting. However, in case of interim dividend the profits are distributed based on approval of Board of Directors.
Notes :
1 Securities premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium. It can be
utilized in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures,
write-off equity related expenses like underwriting costs etc.
2 Share options outstanding account: The fair value of the equity-settled share based payment transactions with employees is recognised
in Standalone Statement of Proft and Loss with corresponding credit to Stock Options Outstanding Account.
3 General Reserve : The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies
Act, 2013. It includes H 200.81 Million transferred from Revaluation Reserve on first time adoption of Ind-AS
4 Retained Earnings : Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders.
Note
1 The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required
and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these
proceedings to have a materially adverse effect on its financial results.
2 It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the
respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
3 Details of Guarantee given covered under Section 186 (4) of the Companies Act, 2013:
4 Guarantee given by Company to a Bank for loan given to Texol Lubritech FZC. The loan is obtained by Subsidiary for business purpose.
XXI Narrations
1 Analysis of Defined Benefit obligation
The numbers of members under the scheme have increased by 6.34%. Similarly, the total salary increased by 10.38% during
the accounting period. The resultant liability at the end of the period over the beginning of the period has increased by 15.04 %
2 Expected rate of return basis
Scheme is not funded EORA is not Applicable
3 Description of Plan Assets and Reimbursement Conditions
Not Applicable
4 Investment / Interest Risk
Since the scheme is unfunded the company is not exposed to Investment / interest Risk
5 Longevity Risk
The Company is not exposed to risk of the employess living longer as the benefit under scheme ceases on the employee
separating from the employer for any reason.
6 Risk of Salary Increase
The company is exposed to higher liability if the future salaries rise more than assumption of salary escalation.
7 Discount Rate
The discount rate has increased from 7.10% to 6.65% and hence there is a decrease in liability leading to actuarial gain due to
change in discount rate.
Note
Based on Ind AS - 109, financial Assets in the form of long term interest free deposits to related party and investment government
bonds have been accounted at fair value on initial recognition and subsequently measured at amortized cost using the
effective interest rate method.
The financial assets -investments in subsidiaries and associates are measured at cost in accordance with Ind AS 101,
Ind AS 27 and Ind AS 28
The fair value for financial instruments such as trade receivables, cash and cash equivalents, trade payables etc. have not been
disclosed because the carrying values approximate the fair value.
41. Financial risk management
The Company is exposed to financial risks arising from its operations and the use of financial instruments. The Company has identified financial
risks and categorised them in three parts viz.
(i) Credit Risk,
(ii) Liquidity Risk and
(iii) Market Risk.
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework.
The board of directors are responsible for developing and monitoring the Company's risk management.
The Company's risk management framework, are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
(i) Credit Risk
Credit risk refers to the possibility of a customer and other counterparties not meeting their obligations and terms and conditions which
would result into financial losses. Such risk arises mainly from trade receivables, other receivables, loans and investments. For other
financial assets (including investments securities , cash and cash equivalents and derivatives), the Company minimise credit risk by
dealing exclusively with high credit rating counterparties.
Credit risk is managed through internal credit control mechanism such as credit approvals, establishing credit limits and continuously
monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. The Company
establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other
receivables, loans and advances. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted
to their respective carrying amount.
Investments
The Company invests its surplus funds mainly in liquid schemes of mutual funds which carry no / low mark to market risks for short duration
and therefore, does not expose the Company to credit risk. Such investments are made after reviewing the credit worthiness and market
standing of such funds and therefore, does not expose the Company to credit risk. Such investments are monitored on a regular basis.
Loans and other financial assets
Loans and other financial assets includes other receivables, loans given and earnest money deposits/security deposits to customers,
security deposits for premised taken on lease. This loans and deposits were made in continuation of business related activities and are
made after review as per companies policy.
Cash and cash equivalents
The cash and cash equivalents are held with banks with good credit ratings. Also, the Company invests its surplus funds in bank fixed
deposits and liquid schemes of mutual funds, which carry no / low mark to market risks for short duration and therefore, does not expose
the Company to credit risk.
Derivatives
The Forward/option contracts were entered into with banks having an investment grade rating and exposure to counterparties is closely
monitored and kept within the approved limits.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company's reputation.
The Company maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities, including
maintaining the flexibility of funding through the use of credit facilities from banks. Management monitors this regularly to keep its liquidity
risk to an appropriate level.
a) Financing arrangements
The Company has an adequate fund and non-fund based limits lines with various banks. The Company's diversified source of funds
and strong operating cash flow enables it to maintain requisite capital structure discipline. The financing products include working
capital loans like buyer's credit loan, Packing credit Loans etc.
b) Interest rate risk
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. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is
the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest
rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the
interest rates.
The Management is responsible for the monitoring of the Company's interest rate position. Various variables are considered by the
Management in structuring the Company's borrowings to achieve a reasonable, competitive, cost of funding.
Exposure to interest rate risk
Company's interest rate risk arises from borrowings. The interest rate profile of the Company's interest bearing financial instruments
as reported to the Management of the Company is as follows:
Fair value sensitivity analysis for fixed-rate instruments
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore,
a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 25 basis points in interest rate would have resulted in variation in the interest expense for the
Company by the amounts indicated in the table below. This analysis assumes that all other variables, in particular foreign currency
exchange rates, remain constant. This 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 year end balances are not necessarily representative of the
average debt outstanding during the period.
(iii) Commodity Risk
Raw Material Risk
a. Petroleum Products Segment - Timely availability and also non-availability of good quality base oils from across the globe
could negate the qualitative and quantitative production of the various products of the Company. Volatility in prices of crude
oil and base oil is another major risk for this segment. The Company procures base oils from various suppliers scattered in
different parts of the world. The Company tries to enter into long term supply contracts with regular suppliers and at times buys
the base oils on spot basis.
Capital management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. Management monitors the return on capital as well as the level of dividends to
ordinary shareholders.
Offsetting arrangements
Derivatives
The Company enters into derivative contracts for hedging foreign exchange exposures. Agreements with derivative counterparties are based
on an ISDA Master Agreement. Under the terms of these arrangements, only where certain credit events occur (such as default), the net
position owing | receivable to a single counterparty in the same currency will be taken as owing and all the relevant arrangements terminated. As
the company does not presently have a legally enforceable right of set-off, these amounts have not been offset in the Balance Sheet.
47. Dividend Income
During the previous year ended March, 31, 2024, the company has earned dividend from a foreign subsidiary - Texol Lubritech FZC amounting
to H 67.62 million. Dividend earned @AED 6000 per share on 501 shares of AED1 each.
The Dividend Declared by Texol Lubritech FZC on April 9, 2023 AED 3.00 Million on 1000 Shares of AED 1 each 1000 each @AED 3000 per
share and received by the company on 501 shares H 33.54 million on May 10, 2023.
The Dividend Declared by Texol Lubritech FZC on March 18, 2024 AED 3.00 Million on 1000 Shares of AED 1 each 1000 each @AED 3000 per
share and receivable by the company on 501 shares H 34.08 million on March 31, 2024.
50. Share issue expense/ Utilisation of IPO Proceeds
During the previous year ended March 31, 2024, the Company has completed its Initial Public Offer (IPO) of 2,96,26,732 equity shares of face
value of H 2 each at an issue price of H 169 per share (including a share premium of H 167 per share). The issue comprised of a fresh issue of
1,78,69,822 equity shares aggregating to H 3,020 Million and offer for sale of 1,17,56,910 equity shares by selling shareholders aggregating to
H 1,986.92 Million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE) on November 30, 2023.
The total IPO expenses incurred of H174.08 Millions (PY 80.93 Millions), (H235.28 Million incurred less H154.35 Million being recovered from
existing shareholders to the the extent of shares offered for sale by existing sharesholders) (excluding taxes) till March 31, 2025 has been
adjusted against securities premium (Refer Note 13)
The Company has received an amount of Rs 3,020.00 million (Net Proceeds H2,785.38 million) from proceeds out of fresh issue of equity
shares. The utilisation of IPO proceeds is summarised as under:
51. A Texol Oils FZC - Joint Venture Company
During the year ended March 31, 2025, the Company has invested H1.139 Million (AED 50000) in to a Joint Venture company i.e. Texol
Oils FZC incorporated on 10th January, 2023 for dealing in Grease & Lubricants Manufacturing, Grease and Lubricants Blending, Beauty
and Personal Care Requisites Manufacturing, Refining and Blending of Petroleum Products, Petrochemicals & Lubricants Import/Export/
Storage/Trading of Petroleum Products, Petrochemicals &, Lubricants and Import/Export/Storage/Trading of Petroleum Products,
Petrochemicals, Lubricants & Grease, Trading Refined Oil Products and as more particularly described in, and subject to, the License
issued by the Hamriyah Free Zone Authority. The said company is yet to commence the business.
51. B Gandhar Lifesciences Private Limited -Subsidiary Company
During the year ended March 31, 2025, the Company has invested H 10.00 Million in to a subsidary company i.e. Gandhar Lifesciences
Private Limited incorporated on 23rd August, 2024 and is engaged To manufacture, buy, sell, process, import, export, grow, refine,
research, mix, pack, market, act as distributors, whole-sellers, dealers, consignment agents and handling agents and consultants in all
kinds of pharmaceuticals, drugs, oils, medicaments, intermediates and their raw-materials, surgical equipments, apparutus, and devices,
baby products, cosmetics, medicated soaps, shampoos, toiletories and health care products, hospital products and items of personal
hygiene whether prepared by ayurvedic, homeopathic, unani, allopathic, nature cure, herbal or any other medicinal system for human
beings, birds, animals, insects or other purpose and to run hospitals and diagnostic centres. also to engage in business of healthcares, life
sciences, research and development, contract manufacturing in India and/or abroad. The said company is yet to commence the business.
52. Employee Stock Option Plan
A The Company has granted stock options under the employee stock option schemes for certain employees of the Company. In accordance
with the term of the share option scheme, as approved by shareholders at meeting held on 16th Feb 2023, employee with a pre defined
grade may be granted option to purchase equity shares. Each share option converts into one equity share of the company on exercise.
No amounts are paid or payable by the recipient on receipt of the option. The Options carry neither rights to dividends nor voting rights.
Options may be exercised as per vesting schedule from the date of grant. The Fair value of the share options is estimated at the grant
date using a Black Schole Pricing Model, taking into account the terms and conditions upon which the share options are granted.
However, the above performance condition is only considered in determining the number of instruments that will ultimately vest. There are
no cash settlement alternatives.
53 Other Statutory Disclosures
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding
any Benami property.
(ii) The Company have not traded or invested in Crypto currency or Virtual Currency during reporting periods.
(iii) The Company does not have any 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)
(iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(v) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company does not have any borrowings from banks and financial institutions that are used for any other purpose other than the
specific purpose for which it was taken at the reporting balance sheet date.
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.
(viii) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender during the any reporting period.
(ix) Section 8 of the Companies Act, 2013 companies are required to disclose grants or donations received during the year. Since, the
Company is not covered under Section 8 of the Companies Act, 2013, the said disclosure is not applicable.
(x) There are no scheme of arrangements which have been approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013 during the reporting periods
(xi) During the reporting periods, the Company does not have any loans or advances in the nature of loans either repayable on demand or
without specifying any terms or period of repayment granted to promoters, directors, KMPs and related parties as per the definition of
Companies Act, 2013.
(xii) The Company has not identified any transactions or balances in any reporting periods with companies whose name is struck off under
section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(xiii) There are no charge or satisfaction yet to be registered with ROC beyond the statutory period by the company.
54. Events after reporting period
No significant adjusting event occurred between the balance sheet date and date of the approval of these financial statements by the Board of
Directors of the company requiring adjustment or disclosure.
55. Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's
classification/ disclosure.
56 All amounts disclosed in the financial statements and notes have been rounded off to the nearest million as per the requirements of
Schedule III, unless otherwise stated.
As per our report of even date attached For and on behalf of the Board of Gandhar Oil Refinery (India) Limited
For Kailash Chand Jain & Co
Chartered Accountants
Firm Registration No: 112318W
Ramesh Parekh Samir Parekh Aslesh Parekh
Chairman & Managing Director Joint Managing Director Joint Managing Director
DIN: 01108443 DIN: 02225839 DIN: 02225795
Saurabh Chouhan Jayshree Soni Indrajit Bhattacharyya
Partner Company Secretary Chief Financial Officer
Membership No. : 167453 Membership No. 06528
Place : Mumbai Place : Mumbai
Date : May 22, 2025 Date : May 22, 2025
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