Note 4(i)(a) Goodwill arising on business combination is allocated to the Cash Generating Unit ("CGU") or group of CGUs that are expected to benefit from the synergies of the combination and represents the lowest level at which goodwill is monitored for internal management purposes, and which is not higher than an operating segment of the Company. The Company performs impairment testing of goodwill at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.
Note 5.1 During the previous year, In furtherance to the approval received from Board of Directors and Shareholders of the Company on 09 November, 2023 and 06 March, 2024 respectively for the divestment of Aurionpro Solutions W.L.L. for an aggregate consideration of US$ 6.5 Mn (6 March, 2024 55427.65; 31 March , 2025 5 5,562.79 lakhs) and the Company has considered reversal of impairment provisions of investment of 5 1,173.88 lakhs and shown as an exceptional item gain against the investments impairment provision of 5 6,500.00 Lakhs of earlier years.
Note 5.2 During the earlier year, subsequent to the reassessment of the outlook of the overseas subsidiaries, the Company has taken impairment provision to the extent of 5 2000.00 lakhs in the carrying value of its investments of Trejhara Pte Ltd.
Note 5.3 During the previous year, subsequent to the reassessment of the outlook of the subsidiary's financial Statements, the Company has taken impairment provision to the extent of 5 6,395.00 lakhs in the carrying value of its investments in Optionally Convertible Debenture of Auroscient Outsourcing Limited during the year ended 31 March, 2024.
Note 5.4 During the year, Auroscient Outsourcing Limited has redeemed Optionally Convertible Debenture amounting of 5 1229.00.
Note 16.1: Pursuant to the Scheme of Amalgamation between LP Logistics Plus Chemical SCM Private
Limited and Trejhara Solutions Limited, sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench on 14 October, 2025 and made effective from 16 October, 2025, the authorised share capital of the Company has been increased from 515,50,00,000 (Rupees Fifteen Crore Fifty Lakh only) divided into 1,55,00,000 (One Crore Fifty-Five Lakh) equity shares of 510 each to 520,50,00,000 (Rupees Twenty Crore Fifty Lakhs only) divided into 2,05,00,000 (Two Crores Five Lakh) of 510 each by addition of the existing authorised share capital of the Amalgamating Company. Subsequently, in order to accommodate the allotment of shares to be made pursuant to the Scheme, the Company further increased its authorised share capital by 54,50,00,000 (Rupees Four Crore Fifty Lakh only), resulting in a total authorised share capital of 525,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of 510 each.
Note 16.2: Pursuant to the Scheme of Amalgamation ("the Scheme") sanctioned by the Hon'ble National
Company Law Tribunal (NCLT),Mumbai Bench on 14 October, 2025, the Board of Directors approved the allotment of 89,89,344 (Eighty-Nine Lakh Eighty-Nine Thousand Three Hundred Forty-Four) equity shares of 510 each, fully paid-up at its board meeting held on 05 November, 2025, to the shareholders of LP Logistics Plus Chemical SCM Private Limited ("Transferor Company") for consideration other than cash, in accordance with the share-exchange ratio prescribed under the Scheme. These shares are pending to be issued to the eligible shareholders pursuant to Scheme of Amalgamation
ii) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of 510 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
During the previous year, the Board of Directors and the Members of the Company approved, by way of a Special Resolution passed on 29 September, 2023, the issuance of 27,00,000 equity shares on a preferential basis at an issue price of 590/- per share. Further, the Allotment Committee of the Board, at its meeting held on 1 December, 2023, approved the allotment of the said equity shares as per the relevant provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Note 17.1
1. Reserve and Surplus
(i) Capital Reserve
Capital Reserve represents the reserve created on Scheme of amalgamation and business combination and profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments.
(ii) Securities Premium
Securities Premium is used to record premium on issuance of shares. The reserve shall be utilised in accordance with provisions of the Companies Act, 2013.
(iii) 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.
2. Other Comprehensive Income
(i) Remeasurement of defined benefit plans
Other Comprehensive Income Comprise Re-measurement of actuarial assumption through OCI
Note 20.1
a) Loans and advances from related parties are interest free and repayable on demand.
b) Bank Overdraft and Working Capital loan availed by the Transferor Company is secured by a pari-passu charge on current assets and receivables, along with an exclusive charge on fixed deposits amounting to 5350 lakhs held in its name. The loan carries interest at 10.30% per annum and is repayable within 90 days from the date of disbursement. Pursuant to the approved Scheme of Amalgamation, these charges registered in the name of the Transferor Company are in the process of being transferred and recorded in the name of the Company. The necessary filings and formalities with the Registrar of Companies are currently underway
Note 25.2 Revenues in excess of invoicing are classified as contract assets (which is referred as unbilled revenues). Changes in contract assets are directly attributable to revenue recognised based on the accounting policy defined and the invoicing done during the year. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures as the revenue recognised corresponds directly with the value to the customer of the Company's performance completed to date.
Note 25.3 The Company has transferred its Interactive Communication Business (Interact DX) to Aurionpro with effect from 30 September, 2023, in accordance with the terms of the Business Transfer Agreement (BTA) that the Company agreed into with Aurionpro Solutions Limited ('Aurionpro').
Aurionpro has started the process of executing novation agreements with the Company as well as with previous customers. During the transition time, the Company is billed by Aurionpro of E 2,155.95 lakhs (Previous year E2,513.79 lakhs) and in turned back to back billing and transition support arrangement, the Company has billed revenue and reimbursement of expenses to the erstwhile ultimate customers and Aurionpro respectively, hence reported revenue by netting off to the extent in the Revenue from Operations.
Note. 31.1 During the previous year, subsequent to the reassessment of the outlook of the subsidiary financials, the Company has taken impairment provision to the extent of E 6,494.23 lakhs in the carrying value of its investments and other assets shown as an exceptional item in the financial results during the year ended 31 March, 2024. This exceptional item represents a significant and non-recurring transaction or event that is material to the financial performance and position of the Company.
Note 31.2 During the previous year, the Company completed the sale of the Interactive Communication Business (Interact DX) as a going concern and on a slump sale basis to Aurionpro Solutions Limited (Aurionpro) for an all cash composite consideration of E 14,000 lakhs, which includes equally for the Company's India and Singapore businesses, following shareholder approval on 29 September, 2023 and execution of the Business Transfer Agreement (BTA) on 30 September, 2023. The Company has accounted for this transaction in accordance with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations" and Ind AS 103 "Business Combination" and has considered the 'Agreement Effective Date', i.e. close of business hours on 30 September, 2023, as the date of transfer. The gain of E 5,155.77 lakhs on slump sale of India operations business being the difference between sale consideration and net assets transferred shown as an exceptional item in the previous year statement of profit and loss.
Note 31.3 During the previous year, in furtherance to the approval received from Board of Directors and Shareholders of the Company on 09 November, 2023 and 06 March, 2024 respectively for the divestment of Aurionpro Solutions W.L.L., for an aggregate consideration of US$ 6.5 Mn (E 5562.79 lakhs) and loss of E 5,326.12 lakhs as against impairment of provisions of Rs 6,500 lakhs was considered on divestment of investment and shown reversal of impairment of provisions as an Exceptional item gain of E 1,173.88 lakhs.
Note 32.1 Disclosure on Long term contracts :- The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
Note 34. Segment Reporting
The Company has presented segment information in the Consolidated Financial Statements. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in these standalone financial statements.
Note 37. Disclosure as per Section 186 of the Companies Act, 2013.
The details of loans, guarantees and investments under section 186 of the companies Act, 2013 read with the companies Rules, 2014 are as follows.
Note 39. Capital Management
Equity share capital and other equity are considered for the purpose of Company's capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management's judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
Note 40.Financial Instruments (i) Valuation
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.
The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills and Mutual Funds is measured at quoted price or NAV.
The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The Company's business activities expose it to a variety of financial risks, namely (a) Market risks, (b) Credit Risk and (c) Liquidity Risk,
The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company's financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and the financial assets include trade receivables, deposits, cash and bank balances, other receivables etc. arising from its operation.
(a) Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: a) Foreign currency rate risk, b) interest rate risk and c) other price risks, such as equity price risk and commodity risk.
(a) Foreign Currency Risk : Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The carrying amounts of the Company's net foreign currency exposure (net of forward contracts) denominated monetary assets and monetary liabilities at the end of the reporting period as follows:
(b) Interest Rate Risk
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, in cases where the borrowings are measured at fair value through profit or loss. 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.
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 Floating-Rate Instruments :
Since there is not any floating-rate instruments, hence impact for the reporting period is Nil.
(c) Other Price Risks
i) Equity Price Risk
The Company is exposed to equity price risks arising from equity investments which is not material
ii) Derivative Financial Instruments
The Company does not hold derivative financial instruments
(B) Credit Risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
(a) Trade Receivables
Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be a single class of financial assets. Credit risk has always been managed by each business segment through 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.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks The Company is exposed to credit risk arising from its loans extended and other financial assets. The Company manages this risk through credit assessment procedures, ongoing monitoring of recoverability and ageing, and evaluation of the financial strength of counterparties. The maximum exposure to credit risk is limited to the carrying amount of these loans and other financial assets. The Company does not hold any collateral against these exposures.
(C) Liquidity Risk
Liquidity risk refers to risk of financial distress or extra ordinary high financing cost arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and require financing. The Company's objective is to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. Processes and policies related to such risk are overseen by senior management and management monitors the Company's net liquidity position through rolling forecast on the basis of expected cash flows.
The tables below analyse the Company's financial liabilities into relevant maturities based on their contractual maturities for:
Note 41.Employee Benefits Defined Contribution Plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue.
The Company has recognised charges of E 52.87 Lakhs (previous year: E 48.38 Lakhs) for provident fund, ESIC and other funds is included in "Note 28 Employee Benefits Expenses" in the Statement of Profit and Loss.
Defined Benefit Plans
The Company has a scheme for payment of gratuity to all its employees as per the provisions of the Payment of Gratuity Act, 1972. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a unfunded plan.
The following table sets out the status of the Gratuity Plan as required under Indian Accounting Standard ("Ind AS") 19 "Employee Benefits".
i) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
ii) Rental expense recorded for short-term leases was E 41.58 lakhs and E 38.15 lakhs for the year ended 31 March, 2025 and 31 March, 2024 respectively.
iii) Applied the exemption not to recognize right to use assets and liabilities for leases with less than 12 months of lease term on the date of initial application and Leases for which the underlying asset is of low value.
(i) The Board of Directors of the Trejhara Solutions Limited (the Company) approved the Scheme of Amalgamation (the 'Scheme') for merger of the Company with LP Logistics Plus Chemical SCM Private Limited (Transferor Company) at its meeting held on 26/03/2024.
The aforesaid Scheme was sanctioned by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench I vide order dated 14 October, 2025.and the Company has filed certified copy of the Order with the office of the Registrar of Companies on 16 October, 2025. Accordingly, the effect of the Scheme has been given from 01 April, 2024 being the Appointed Date of the Scheme.
Pursuant to the above, the effect of the Scheme has been given from 01 April, 2024 being the Appointed Date of the Scheme and all the assets & liabilities (including reserves), rights and obligation of the Transferor Company have been vested with the Company, and the same has been accounted for in accordance with accounting treatment stated in the clause 16 of the scheme as well as "Pooling of interest method" as laid down in Appendix C - 'Business combinations of entities under common control' of Ind AS 103 notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year. The predecessor statutory auditor of the Company has certified that the accounting treatment stated in the clause 16 of the scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules thereunder, vide his certificate dated 26 March, 2024. Upon effectiveness of the scheme the Amalgamating Companies stand dissolved without winding up.
Upon the scheme becoming effective, the entire share capital of the Transferor Company shall stand cancelled and extinguished. In consideration thereof, "2 (Two) fully paid-up equity shares of face value of Rs.10/- each of the Company shall be issued for every 1 (One) equity shares of face value of Rs.10/- each held in the Transferor Company (Share Exchange Ratio)".These equity shares have been presented under "Shares Pending Issuance" in Note No. 16 "Share Capital".
The pre-merger financials of the Company approved by the Board of Directors in their meeting held on 30 May, 2025 have been given effect of the scheme. Accordingly, the post-merger financials have been approved by the Board of Directors in their meeting held on 14 November, 2025.
Accounting Treatment
The above merger has been accounted for in accordance with accounting treatment stated in the clause 16 of the scheme as summarized below.
a. All assets and liabilities recorded in the books of the Transferor Company has been recorded by the Company at their carrying value as appearing in the Books of Transferor Company.
b. Statutory reserves, profit and loss account balances, and free reserves of the Transferor Company has been carried forward in the books of the Company.
c. The impact arising from the conversion of the Transferor Company's financial statements from Indian GAAP to Ind AS has been appropriately considered and incorporated in the financial statements of the Company. This includes recognition, measurement, and classification adjustments required to align the accounting policies of the Transferor Company with those of the Company, in accordance with the requirements of Ind AS 101 - First-time Adoption of Indian Accounting Standards and Ind AS 103 - Business Combinations.
d. I nter-company transactions and balances between the Transferor Company and Company have been cancelled.
e. The difference between the consideration and the Net Book Value of assets of the Transferor Company has been accounted as goodwill amounting to ' 449.47 lakhs.
Note 45. Disclosure requirements as notified by MCA pursuant to amended Schedule III
Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements
Definitions:
1. Current Ratio (in times) = Current Assets /Current Liabilities
2. Debt Equity Ratio (in times) = Debt / Equity
3. Debt Service Coverage Ratio (in times) = Earnings for debt service (Net Profit after tax Non-cash operating expenses: depreciation and amortisation Finance Cost Exceptional Loss) / Debt service (Interest & Lease Payments Principal Repayments of long term borrowings)
4. Return on Equity Ratio (in %) = Net Profit After Tax / Shareholder equity
5. Inventory Turnover Ratio (in times) = Cost of goods sold / Average Inventory
6. Trade Receivables Turnover Ratio (in times) = Revenue from operations/ Average Trade Receivables
7. Trade Payables Turnover Ratio (in times) = Operating Expenses and Other expenses / Average Trade Payables
8. Net Capital Turnover Ratio (in times) = Revenue from operations / Working Capital
9. Net Profit Ratio (in %) = Net Profit After Tax / Revenue from operations
10. Return on Capital Employed (in %) = Earnings before interest and tax / Capital employed (Net worth Long term borrowings-Deferred tax assets)
11. Return on Investment (in %) = Interest income on bank deposits / Bank Fixed Deposits
(ii) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
(iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iv) The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.
(v) The Company does not have any cases where quarterly returns or statements of current assets filed by the Company with banks or financial institutions are not in agreement with the books of accounts.
(vi) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period (Refer Note 20.1(b))
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
(viii) The company has not advanced or loaned or invested funds to any other person(s) or entity(is), 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
(ix) The Company has not received any funds 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,
(x) The Company does not have any transactions which is not recorded in the books of accounts but 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)
(xi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
During the previous year, the Company has completed the sale of the Interactive Communication Business (Interact DX) as a going concern and on a slump sale basis to Aurionpro Solutions Limited (Aurionpro) for an all cash composite consideration of 514,000 lakhs, which includes equally for the Company's India and Singapore businesses, following shareholder approval on 29 September, 2023 and execution of the Business Transfer Agreement (BTA) on 30 September, 2023 ('Agreement Effective Date', i.e. close of business hours on 30/09/2023, as the date of transfer).
The Company has accounted these transactions in accordance with Ind AS 105 "Non current Assets Held for Sale and Discontinued Operations" and Ind AS 103 "Business Combination".
Note 47. Prior Period of Comparative
The previous figures have been regrouped/ reclassified wherever necessary to make them comparable with those of the current year.
Note 48. Authorisation of Financial Statements
The Restated financial statements were approved by the Board of Directors on 14 November, 2025.
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