Business

GNFC Annual Report 2025-26

Published: Aug 21, 2026
Pages: 366
Language: English

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Coverth 50 Annual Report 2025-26
Page 2
A GOLDEN JUBILEE MARKED BY MILESTONESMarking GNFC’s Golden Jubilee, Shri Bhupendrabhai Patel, Hon’ble Chief Minister of Gujarat, unveiled the commemorative Golden Jubilee Coffee-Table Book and inaugurated the Miyawaki Forest and Namo Vad Van—two landmark green initiatives. On this momentous occasion, GNFC also launched ‘50 Viksit Villages, Vision 2047’, a transformative CSR initiative aimed at developing 50 villages into self-reliant communities and positively impacting 50,000 to 75,000 rural lives, in alignment with Viksit Bharat @2047.
CORPORATE INFORMATIONBOARD OF DIRECTORS (As on 31-03-2026)
CONTENTS01 Management Discussion & Analysis
MESSAGE FROM THE CHAIRMANDear Shareholders, As GNFC marks its Golden Jubilee, we celebrate far more than fifty years of industrial excellence. We commemorate the remarkable journey of an institution that has consistently contributed to India's agricultural and industrial progress through resilience, innovation, and an unwavering commitment to nation-building. From its beginnings in 1976 as a fertilizer enterprise to its evolution into a diversified organisation spanning fertilizers, chemicals, and information technology, GNFC's growth reflects its enduring focus on operational excellence, responsible governance, and long-term value creation. FY 2025-26 has unfolded against an evolving global landscape shaped by geopolitical uncertainty, shifting trade dynamics, and economic headwinds. Yet India's resilience, anchored in its sustained focus on growth, infrastructure, and reform, continues to inspire confidence in the nation's future. It is against this backdrop that I am pleased to share that GNFC has once again demonstrated resilience, agility, and operational excellence during FY 2025-26, strengthening its position while staying firmly committed to sustainable and inclusive growth.
MESSAGE FROM THE MANAGING DIRECTORDear Shareholders, As GNFC celebrates its Golden Jubilee, it is my privilege to present the Annual Report of Gujarat Narmada Valley Fertilizers Chemicals Limited for the financial year 2025–26. This milestone reflects fifty years of sustained growth, operational excellence, and an enduring commitment to serving India's agricultural and industrial sectors. While we take pride in this achievement, our focus remains firmly on strengthening the foundations for the future.
OUR JOURNEY50 YEARS OF BUILDING, GROWING AND MOVING FORWARD Powering a Greener Future
Strengthening the Industrial FootprintCommissioned the Ammonia Syngas plant in 2013 and the Dahej TDI-II plant in 2014 Scaling New Heights
Page 10POWERING INDUSTRY. NURTURING AGRICULTURE. ENABLING TECHNOLOGY. Chemicals
Fertilizer & Farmer SupportGNFC’s commitment to agriculture extends beyond the supply of fertilizers. Through quality fertilizers, soil-testing services, tissue-culture plants and neembased crop-protection solutions, the Company supports farmers throughout the crop cycle. Its fertilizers, previously marketed under the Narmada brand, are now marketed under the Bharat brand as part of the Government’s “One
FINANCIAL TRENDS AND VALUE CREATION (LAST 5 YEARS)(₹ Crores. except per share data) TOTAL REVENUE
FINANCIAL PERFORMANCE OVER A DECADE (STANDALONE)Crores. except per share data) PARTICULARS
SHAREHOLDER ENGAGEMENTBuilding stronger relationships through access, transparency & responsive service. OUR APPROACH
CLOSER TO OUR SHAREHOLDERSTaking investor services closer to shareholders through facilitation, digital enablement and continuous feedback. Shareholder Suvidha Camps
GROWTH CAPITAL Expanding Our Growth HorizonsA balanced expansion pipeline designed to strengthen integration, scale core capacities and build future-ready chemical platforms. Projects Under Execution
Vision 2047EXPANDING WITH PURPOSE. BUILDING FOR THE FUTURE. Building scale. Strengthening self-reliance. Creating enduring value.
MAKING A DIFFERENCE EVERY DAYThe chemistry of GNFC is woven into everyday life. From nutrients that enrich food and pharmaceuticals that support health, to dyes that add colour to our world, GNFC’s contribution may often go unseen, but its impact runs deep. Mattresses, Pillows & Quilts, Furniture Cushions, Car Seats, Padding, Lining and Paints.
Page 19CNA Nitrobenzene & Aniline, Nitro derivatives, Explosives, Nitro Aromatics, Nitro Cellulose, Production of Rocket Propellant.
Page 20EMPOWERING LIVES. BUILDING RESILIENT COMMUNITIES. Focused social investment that expands opportunity, strengthens local capabilities and supports inclusive rural progress.
Page 21STRENGTHENING ESSENTIAL SERVICES. CREATING LASTING SOCIAL VALUE. Healthcare, infrastructure and disciplined execution that enable enduring community progress.
RENEWABLE ENERGY FOOTPRINTAt GNFC, sustainability is integral to how we operate and grow. Our commitment is reflected in captive renewable energy assets across solar and wind, strategically integrated with our manufacturing operations for efficient and responsible energy use. Solar Energy
A GREENER WAY FORWARDGNFC continues to lead with an approach to development that puts environmental sustainability and ecological balance at the forefront. • Miyawaki plantations to expand green cover and restore biodiversity
Vision 204750Villages Viksit
Management Discussion & Analysis1. Global & Indian Economic Scenario:
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS The month-wise distribution of rainfall during the SW Monsoon 2025 was as follows:
Page 27Coverage of Kharif Acreage in GNFC's Area as on 26.09.2025 ( Lakh, ha) State Gujarat Maharashtra Madhya Pradesh Rajasthan Uttar Pradesh
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Note: The state wide progressive area covered under Kharif and Rabi for 2025-26 had been retrieved from UPAg portal (UPAg Portal). UPAg is an advanced agricultural data management platform for retrieving, generating statistics related to Indian agriculture, which is maintained by Department of Agriculture and Farmers welfare.
Page 29Nutrient Based Subsidy rates-Kharif 2025 (01.04.25 to 30.09.25) and Rabi 2025-26 (01.10.25 to 31.03.26): Product DAP ANP 20:20:0:13 SSP MOP
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Raw Material & Fertilizer Price Trend:
Source: Department of Fertilizer th50 Annual Report 2025-2026 | 007
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS 2.2. Chemical Industry
Page 33The journey so far is reproduced below: Product Ammonia Total Urea Methanol - I Formic Acid Methanol-II Concentrated Nitric Acid-I Weak Nitric Acid-I Ammonium Nitro Phosphate Calcium Ammonium Nitrate Aniline Toluene Di-Isocyanate-I Acetic acid Syn. Gas Generation unit Concentrated Nitric Acid-II Methanol Synthesis Unit Concentrated nitric acid-III Weak nitric acid - II Co-generation Power & Steam Unit (MWh) Ethyl Acetate Plant Ammonia Syngas Generation Plant Toluene Di-Isocyanate - II Concentrated Nitric Acid-IV
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS 5.
Page 35Due to upward revision in NBS rates for Kharif-26, expecting better realization for ANP product. As always, there will be a preference to DAP due to low MRP with higher nutrients and the grade is well accepted by the Indian farmers. Under PM-PRANAM program, we are promoting FOM (Fermented Organic Manure) under MDA scheme. Apart from this, company is supporting initiatives taken by DOF/fertilizer ministry/Agri. dept like Namo Drone Didi scheme, PMKSK, PM-Kisan Sangosthi, PM-PRANAM, DBT (PoS) etc.
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Risk Management:
Page 37The Company has achieved remarkable production performance during the year 2024-25. Day to day plant operations were closely reviewed and plant operations were optimized accordingly, to maximize profit. During the year, strategic optimization of various plant operations had to be done keeping in line with prices of raw materials so as to achieve cost reduction in all aspects. New Records Established:
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Acetic Acid plant maintained stable operations and achieved a record continuous run of 273 days, surpassing the previous best of 237 days.
Page 398.2. Sales Performance: Qty in LMT
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Chemicals sales performance
Page 41Coal GNFC has been getting Indian Coal under the ambit of Fuel Supply Agreement (FSA) with M/s South Eastern Coalfields Limited (SECL) a subsidiary of Coal India Limited (CIL). FSA between GNFC and SECL is renewed w.e.f. 01-05-2023 and valid up to 30-04-2028. Annual Contracted Quantity (ACQ) is 2,20,000 MT.
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS Projection of future price trend of natural gas remains higher, however, it is very difficult to forecast natural gas prices considering high volatility, supply-demand, Logistics challenges and geo-political disturbances.
ParticularsRevenue from operations Other income EBITDA @ PBT PAT Book value ( Per Share) EPS ( Per Share) FY 25-26
STATUTORY REPORTSMANAGEMENT DISCUSSION AND ANALYSIS The company’s proactive actions have resulted in harmonious, cordial and healthy industrial relations throughout the year without having no unrest situations and man-hours productions loss which has helped in sustained growth and enrichment of value for the shareholders.
NOTICE thNOTICE IS HEREBY given that the 50 Annual General Meeting (AGM) of the Members of Gujarat Narmada Valley Fertilizers & Chemicals Limited will be held on Wednesday, September 16, 2026 at 03:00 P.M. through two-way Video Conferencing (‘VC’) facility or Other Audio Visual Means (‘OAVM’) to transact the following business: ORDINARY BUSINESS:
STATUTORY REPORTSNOTICE recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the appointment of Prof. (Dr.) Mamata Biswal (DIN: 07156141), who was appointed as an Additional Director (Independent Director, Non-Executive) in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature for the office of Director, being eligible, as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of three (3) consecutive years effective from August 20, 2026 to August 19, 2029, be and is hereby approved.” “RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
Page 47Further, the Securities and Exchange Board of India, vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023, October 03, 2024 ('SEBI Circulars') and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI Listing Regulations. In compliance with the applicable provisions of the Act, SEBI Listing Regulations and MCA Circulars, the 50th AGM of the Company is being held through VC/OAVM on Wednesday, September 16, 2026, at 3:00 P.M. (IST). The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company at the Board Room, P.O.: Narmadanagar - 392 015, District: Bharuch.
STATUTORY REPORTSNOTICE A. ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT
Page 49(ii) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
STATUTORY REPORTSNOTICE (iii) It is clarified that for permanent registration of email address, the Members are requested to register their email address, in respect of electronic holdings with the Depository through the concerned DPs and in respect of physical holdings with the Company’s RTA, KFin Technologies Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500 032, India, by following due procedure.
Page 51(a) (b)
STATUTORY REPORTSNOTICE 3. First time users can visit the e-voting website directly and follow the process below: a) URL: https://www.evoting.nsdl.com b) Click on the icon “Login” which is available under ‘Shareholder / Member’ section. c) Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. d) Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. e) Click on company name or e-voting service provider name
Page 533. 4.
STATUTORY REPORTSNOTICE 16.
Page 55D. E.
STATUTORY REPORTSNOTICE No tax at source is required to be deducted, if during the financial year, the aggregate dividend paid or likely to be paid to an individual member does not exceed ₹ 10,000 (Rupees Ten Thousand Only).
Page 57due date of transfer to IEPF Authority. The due date(s) of transfer of shares and dividend to IEPF Authority is given below: Financial Year
STATUTORY REPORTSNOTICE In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are advised to convert their holdings in demat form.
Page 59for raising service requests. KFIN is the only RTA which has enabled the option and can be accessed via the link below. https://ris.kfintech.com/clientservices/isr/isr1.aspx?mode=f3Y5zP9DDNI%3d
STATUTORY REPORTSNOTICE ANNEXURE TO THE NOTICE
Page 61a declaration confirming that she meets the criteria of Independence. Further, as per the requirements of Section 164(2) of the Act, she has submitted an intimation confirming that she is not disqualified from being appointed as a Director. The Company has also received:
STATUTORY REPORTSNOTICE The Board of Directors, on the recommendation of the Audit Committee, in its Meeting held on August 05, 2026 approved the appointment of M/s. K G Goyal & Associates, Cost Accountants, Jaipur, Rajasthan (Firm Registration No: 000024) as the Cost Auditor of the Company to conduct audit of the cost records of the Company for the Financial Year 2026-27, ending on March 31, 2027, at a remuneration of ₹ 1,10,000 /- (Rupees One Lakh Ten Thousand only) p.a. plus out of pocket expenses and statutory levies payable to the Cost Auditor.
Annexure - IADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT / REAPPOINTMENT AS REQUIRED UNDER REGULATION 36 (3) OF THE LODR REGULATIONS AND APPLICABLE SECRETARIAL STANDARDS. Name of Director
STATUTORY REPORTSNOTICE Qualification(s)
Page 65Chairperson/Member of the Committee of Directors of other Companies in which he/she is a Director** Gujarat State Fertilizers & Chemicals Limited Member – Audit Committee
STATUTORY REPORTSDIRECTORS' REPORT DIRECTORS' REPORT
PERFORMANCE OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS1. Operational Performance: The Company has achieved remarkable production performance during the FY 2025-26. Day to day plant operations were closely reviewed and optimized to maximize profit.
STATUTORY REPORTSDIRECTORS' REPORT 3. (n)Code Solutions – IT Division:
Page 69Existing On-Going Projects: 1. Ammonia Plant revamp:
STATUTORY REPORTSDIRECTORS' REPORT 3. Upgradation of Effluent Treatment Plant (CETP & NETP):
Page 71norms and Sustainable Development Goals. Your Company has strived to actualize the principles of responsible business conduct in letter and spirit and is conducting its business in a manner that creates shared values for all Stakeholders whilst aiming to achieve the best targets on ESG fronts. The BRSR is appended as Annexure – B forming part of this Report.
STATUTORY REPORTSDIRECTORS' REPORT Requisite details are furnished in below table:
Page 73(iv) the directors had prepared Annual Accounts on a going concern basis; (v)
STATUTORY REPORTSDIRECTORS' REPORT they meet with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 (as amended) and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended. Change in Directorate
Page 75In accordance with the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, it is proposed to appoint M/s. B S R and Co, Chartered Accountants (Firm Registration No.: 128510W), as Statutory Auditor of the Company for a term of five consecutive th th years at the ensuing 50 AGM till the conclusion of 55 AGM, in place of retiring Auditors M/s. Suresh Surana & Associates LLP, Mumbai, Chartered Accountants, a member firm of RSM International. Notes to Financial Statements (Standalone and Consolidated) forming part of Audited Financial Statements for FY 2025-26 are self- explanatory and need no further explanation. The Auditors’ Reports on Audited Financial Statements (Standalone and Consolidated) does not contain any Modified Opinions.
STATUTORY REPORTSDIRECTORS' REPORT DETAILS OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS
DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDSThe Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), New Delhi and approved by the Central Government. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE
STATUTORY REPORTSDIRECTORS' REPORT ANNEXURE - A Annual Report on CSR Activities for FY 2025-26
Page 793. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the Company. A.
STATUTORY REPORTSDIRECTORS' REPORT (e) CSR amount spent or unspent for the Financial Year:
Page 818. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No If yes, enter the number of Capital assets created / acquired Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
STATUTORY REPORTSDIRECTORS' REPORT ABSTRACT FOR CSR ANNUAL REPORT FY 2025-26
Page 83ANNEXURE - B BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING SECTION A: GENERAL DISCLOSURES I. Details of the listed entity
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 2
Page 85c. A brief on type of customers
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 21. Participation/Inclusion/Representation of women:
Investors (other than shareholders)Shareholders Employees and workers
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 26. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format
Page 893 Water Consumpti o n
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 5
Page 917 Human rights
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
Page 938 9
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 10. Details of Review of NGRBCs by the Company:
PrinciplesPrinciple 1 Commitments/Goals Enhance awareness of quality, environment, safety, health, and energy related issues through regular in-house and external training programmes.
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING Strive to reduce lube oil consumption compared to the previous reporting year.
Page 97SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. Essential Indicators
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy.
Page 999. Open-ness of-business Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format: Parameter Concentration of Purchases
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe Essential Indicators
Page 101(c) (d)
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format:
Page 103PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains Essential Indicators
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard
Page 1057. Membership of employees and worker in association(s) or Unions recognised by the listed entity: FY 2025-26 (Current Financial Year)
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 9. Details of performance and career development reviews of employees and worker: Category
Page 107c. d.
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING GNFC places strong emphasis on building awareness among employees and stakeholders. Initiatives such as annual health and safety quizzes, reward programmes, and safety skits are organised to promote engagement. Safety awareness is also extended to nearby schools through training sessions. During the National Safety Week 2025 to 2026, several initiatives were undertaken, including: • 1,739 employees participated in an online safety quiz • 124 employees, including 12 female employees, and 60 contract workers participated in a breathing apparatus rescue competition • 170 employees took part in a group safety quiz competition • 23 employees participated in an elocution competition on safety topics • 42 employees participated in a skit competition on safety themes • Safety training and quiz competitions with spot rewards were organised for contract workers • Training on safe transportation of hazardous chemicals was provided to auto tanker drivers The Fire & Safety Department also observed National Fire Service Day on 14 April through various awareness programmes. GNFC maintains a well-equipped fire fighting system supported by a trained fire crew and extends emergency response support to the Bharuch Municipality and nearby industrial areas when required. As part of community outreach, first aid and emergency preparedness training programmes were conducted across multiple schools in Bharuch and Dahej, including Vadadla Primary School, Rahadpor Primary School, Nandelav Primary School, Queens of Angel School in Vadadala, Bholav Primary School, Rahiyad Primary School, and Suva Primary School. Additionally, a first aid firefighting training and safety exhibition was organised for school children during the science fair at NCSC, GNFC Township on 22 December 2025. During the year, GNFC also responded to twenty-eight external fire and emergency calls from nearby industries and communities, demonstrating its preparedness and commitment to safety beyond its operations.
Page 1091 2
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders Essential Indicators
Government Regulatory / AuthoritiesCommunity Vendors and Suppliers
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING PRINCIPLE 5: Businesses should respect and promote human rights
Page 1133. Details of remuneration/salary/wages, in the following format: a. Median remuneration / wages: Male Number
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format:
Page 115PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment Essential Indicators 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING During the PAT-II trading period (14th February 2023 to 31st October 2023), GNFC also sold 8,918 ESCerts from the surplus available for the Urea plant. Subsequently, PAT-III trading sessions commenced on 19th March 2024 and were suspended after 2nd July 2024, during which 628 ESCerts of the Urea plant weretraded. GNFC continues to hold a balance of 15,343 ESCerts with perpetual validity. For the subsequent PAT cycles, fertilizer sector units, including Urea and Complex Fertilizer plants, have been exempted from target setting by BEE up to FY 2025–26, based on sectoral recommendations. Accordingly, no fresh energy saving targets or ESCerts have been prescribed for this period. GNFC continues to track regulatory developments, including the proposed transition from the PAT mechanism to the Carbon Credit Trading Scheme (CCTS), for which baseline audit activities for the Urea plant have already been completed and the final report is awaited.
Page 117With treatment – please specify level of treatment (v) Others No treatment With treatment – please specify level of treatment Total water discharged (in kilolitres) 0 0 0 0 41,06,521 *Note: The figure has been revised following a review of the previous year's data Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. Yes, Gujarat Narmada Valley Fertilizers & Chemicals Limited (GNFC) has undertaken multiple initiatives to reduce greenhouse gas (GHG) emissions through renewable energy adoption, energy efficiency enhancement, and process optimisation measures. The Company has invested in renewable energy infrastructure, including installation of solar power systems at corporate facilities and a large-scale solar plant, along with utilisation of wind power across multiple operational locations to support cleaner energy consumption. GNFC has also implemented several energy conservation initiatives, including replacement of conventional lighting with energy efficientLED fixtures across plant and township areas, resulting in reduced electricity consumption. Further, process and equipment optimisation measures such as pump impeller trimming, utilisation of high-pressure natural gas in process feed systems, waste heat recovery, and optimisation of utility systems including air compressors and vacuum pumps have contributed towards improved operational efficiency and reduced fuel and energy consumption. Through continuous technology upgradation, renewable energy integration, and operational efficiency improvements, GNFC remains focused on reducing its carbon footprint and strengthening its commitment towards environmental sustainability and climate action.
Page 119Total (A+B + C + D + E + F + G + H) Waste intensity per rupee of turnover (Total waste generated / Revenue from operations in millions) 20,162.22
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: Name and brief details of project
Page 1212 3
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING 3
Page 123PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent 1
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING PRINCIPLE 8: Businesses should promote inclusive growth and equitable development
Page 1251 Leadership Indicators
STATUTORY REPORTSBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
Page 1275. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. Yes, GNFC’s cybersecurity framework is guided by its “Information Security Policy,” which is implemented to ensure compliance with applicable regulations, address key risk exposures, and meet evolving customer expectations. The policy is available in the public domain on the Company’s website at the following link: https://www.ncodesolutions.com/company-policy.php
STATUTORY REPORTSDIRECTORS' REPORT ANNEXURE – C
Page 129Primary Reformer WHR coils were cleaned by dry ice blasting during annual shutdown. This measure will reduce consumption of NG. Total cost for the job is around 4.5 Lakh. e)
STATUTORY REPORTSDIRECTORS' REPORT g) TDI-II Dry Section, Dahej: Application of once through ODCB in vacuum pumps. By this measure, overall reliability of plant will improve and estimated steam saving of 0.955 MT/hr will be achieved. The scheme is under implementation. Estimated cost of the scheme is 365 Lakh.
Page 131RESEARCH & DEVELOPMENT: 1)
STATUTORY REPORTSDIRECTORS' REPORT 4) Expenditure on Research and Development:
ANNEXURE - DDISCLOSURE PURSUANT TO RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR FINANCIAL YEAR 2025-26. Sr. No.
STATUTORY REPORTSDIRECTORS' REPORT 2
Page 1356 Affirmation that the remuneration is as per the remuneration policy of the Company.
STATUTORY REPORTSDIRECTORS' REPORT ANNEXURE – E Form No. MR -3 Secretarial Audit Report (For the Financial year ended on 31st March, 2026) [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the To, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Page 137F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 – The Company has appointed Kfin Technologies Limited SEBI Registered Category I Registrar & Share Transfer Agent
STATUTORY REPORTSDIRECTORS' REPORT We further report that;
Page 139To, The Members, Gujarat Narmada Valley Fertilizers & Chemicals Limited, P.O. Narmadanagar, Dist. Bharuch – 392015, Gujarat, India Our Secretarial Audit Report of even date is to be read along with this letter.
STATUTORY REPORTSDIRECTOR’S REPORT DIVIDEND DISTRIBUTION POLICY
STATUTORY REQUIREMENTSThe Board of Directors shall recommend the dividend as per the Policy, in compliance with the provisions of the Companies Act, 2013, Rules made thereunder and other applicable laws, if any. Further, the Board of Directors of the Company will consider the recommendation of dividend for any financial year after taking into account the Profits of the Company and after transfer of such percentage of its profits for that financial year as it may consider appropriate to the reserves of the Company.
STATUTORY REPORTSDIRECTOR’S REPORT ii) Any other circumstances / factors which the Board may consider appropriate in the best interest of the Company and the shareholders.
REPORT ON CORPORATE GOVERNANCECOMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance is an integral part of the Company’s philosophy in its pursuit of excellence, growth, and value creation. The Company strongly believes that having a robust governance structure is the stepping stone for every milestone ahead. The Company’s philosophy on Corporate Governance emanates from resolute commitment to protect stakeholder rights and interests, proactively manage risks and foster long-term corporate goals. The Company is committed to the principles of good governance in its letter and spirit.
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Company’s Corporate Governance philosophy. The Company has an optimum combination of Executive and Non- Executive Directors which is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act. Additionally, the Board periodically evaluates the need for changes in its composition and size to ensure continued effectiveness.
Dr. T. Natarajan, IAS (DIN : 00396367)Shri Ashwini Kumar, IAS (DIN: 06581753) Dr. Rajender Kumar, IAS (DIN: 07161855)
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE The attendance of the Board Members at the Board Meetings and the Annual General Meeting of the Company held during FY 2025-26, is as follows:
Page 1474. Shri Sanjeev Kumar, IAS was appointed as an Additional Director of the Company w.e.f. August 11, 2025. Further, th
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE EQUITY SHARES HELD IN THE COMPANY BY NON-EXECUTIVE DIRECTORS
Page 149properly recorded in the minutes and follow up actions on the decisions are tracked and properly implemented. The terms of reference/charters are amended and updated from time to time in order to keep the functions and role of the Board and its Committees at par with the evolving statutes. Meeting effectiveness is ensured through a detailed agenda, circulation of materials in advance and as per statutory timelines, detailed presentations at the Meetings and systematic tracking of action taken reports at every Meeting. Additionally, based on the agenda, Meetings are attended by Members of the senior leadership as invitees, which bring in the requisite accountability and also provide developmental inputs. The Board plays a critical role in the strategy development of the Company. To enable the Board to discharge its responsibilities effectively and take informed decisions, the Managing Director apprises the Board on the overall performance of the Company every quarter. Amongst other things, the Board also reviews the compliance reports of the laws applicable to the Company, internal financial controls and financial reporting systems, adoption of quarterly/half-yearly/annual results, and minutes of the Meetings of the Committees of the Board. In addition to the information required under Regulation 17(7) read with Part A of Schedule II to the SEBI Listing Regulations, which is required to be placed before the Board, the Directors are also kept informed of significant developments and major events.
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE MEETING OF INDEPENDENT DIRECTORS
Page 151The details of familiarization programs including no. programs and no. of hours spent by each Independent Director are disclosed on the Company’s Website and can be accessed at web link – www.gnfc.in/wpcontent/uploads/2026/ 04/Familiarization_Programme_25-26.pdf DISCLOSURE REGARDING APPOINTMENT / REAPPOINTMENT OF DIRECTOR(S)
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Audit Committee as on March 31, 2026 comprises Six (6) Directors viz.
Page 1531. Dr. N. Ravichandran ceased to be a member of the Audit Committee w.e.f. September 26, 2025. 2. Shri Susanta Kumar Roy was inducted as a member of Audit Committee w.e.f. September 29, 2025. 3. Shri Rajkumar Beniwal, IAS, was inducted as a Member of the Committee with effect from December 29, 2025, being the date of his assumption of charge as Managing Director. The Committee was re-constituted on February 10, 2026. th
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE (iii) For every appointment of an Independent Director, the Nomination and Remuneration Committee evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
Page 155The Company has in place various grades for the purpose of remuneration to its employees including Senior Executives. KMP and SMP draw the remuneration of their respective grade and as per the terms and conditions of their appointment. DETAILS OF REMUNERATION PAID TO DIRECTORS
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS
Page 157The details of Meeting(s) and attendance of Members are as follows: 1. Shri S.J. Haider, IAS (Retd.), ceased to be member of the Committee w.e.f. December 31, 2025. 2. Shri Susanta Kumar Roy was inducted as a member of the Committee w.e.f. February 10, 2026. 3. Dr. T. Natarajan, IAS, ceased to be a member of the Committee w.e.f. February 10, 2026. 4. Shri Rajkumar Beniwal, IAS, was inducted as a Member of the Committee with effect from December 29, 2025, being the date of his assumption of charge as Managing Director. The Committee was re-constituted on February 10, 2026.
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Complaints pending as on April 01, 2025
Page 159The details of Meeting(s) and attendance of Members are as follows: 1. Dr. N. Ravichandran ceased to be member of the Committee w.e.f. September 26, 2025. 2. Shri Ajai Bahadur Khare was inducted as a member of the Committee w.e.f. February 10, 2026. 3. Shri Rajkumar Beniwal, IAS, was inducted as a Member of the Committee with effect from December 29, 2025, being the date of his assumption of charge as Managing Director. The Committee was re-constituted on February 10, 2026. 4. Dr. T. Natarajan, IAS, ceased to be member of Committee w.e.f. February 10, 2026.
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE TERMS OF REFERENCE
PARTICULARS OF THE SENIOR MANAGEMENT AND CHANGES THEREOFName of Senior Management Personnel Dilipkumar Vinodchandra Parikh Designation
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Name of Senior Management Personnel Satish Chandulal Mehta
Page 163SUBSIDIARY COMPANY The Company has no Subsidiary Company for the FY 2025-26. GENERAL BODY MEETINGS
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Sr. No. 5.
Page 1652) BSE Limited (BSE).
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Company at [email protected] or Registrar and Share Transfer Agent (KFin Technologies Limited) at [email protected].
SHAREHOLDING PATTERN OF THE COMPANY AS ON MARCH 31, 2026Category of Shareholders Promoters Mutual Funds Alternative Investment Fund Banks Insurance Companies Qualified Institutional Buyer NBFC Foreign Portfolio - Corp
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE DEMATERIALIZATION OF SHARES
Annual Report and AGMMedia Releases Company's Website
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE COMPANY'S WEBSITE
Page 171transferred to the IEPF Authority and simultaneously published notice in newspapers also. NODAL OFFICER AND DEPUTY NODAL OFFICER (IEPF) Details of Nodal Officer & Deputy Nodal Officer of the Company, appointed in accordance with the provisions of IEPF Rules, are given below:
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE PROCESS FOR CLAIMING DIVIDENDS/SHARES FROM IEPF
STAKEHOLDER AWARENESS AND FEEDBACK ENHANCEMENT INITIATIVESBuilding on its investor-centric approach, the Company has also introduced a “Shareholder Satisfaction Survey” to systematically capture feedback on communication effectiveness, service quality and grievance redressal. Insights from this initiative are being leveraged to further strengthen stakeholder engagement and service delivery. The Company as well as the Regulators such as SEBI, have been making continuous efforts to ensure physical shareholders convert their physical holdings to dematerialised form. As a result of the same, there has been significant reduction in number of shareholders holding shares in physical form in the last 3 years.
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
LIST OF CREDIT RATINGS OBTAINED BY THE COMPANYNature of Instrument Fund Based facilities. Non-Fund Based facilities. OTHER DISCLOSURES
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE DETAILS OF UTILIZATION OF FUNDS RAISED UNDER REGULATION 32 (7A).
Page 177DISCRETIONARY REQUIREMENT SPECIFIED UNDER PART E OF SCHEDULE II OF THE SEBI LISTING REGULATIONS The Company has adopted the following discretionary requirements:
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Annexure - 1To, The Board of Directors, Gujarat Narmada Valley Fertilizers & Chemicals Limited, PO: Narmadanagar - 392 015, DIST: BHARUCH Certificate pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE Annexure - 2
Annexure - 3Certificate of Non-Disqualification of Directors For the Financial Year ended as on March 31, 2026 [Pursuant to Regulation 34(3) and Schedule V - Para C - Clause 10 (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
STATUTORY REPORTSREPORT ON CORPORATE GOVERNANCE 1 2 3 4 5 6
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FINANCIAL STATEMENTSSTANDALONE INDEPENDENT AUDITORS' REPORT
Page 185We have determined the matters described below to be the key audit matters to be communicated in our report. Key audit matters
FINANCIAL STATEMENTSSTANDALONE Key audit matters
Page 187auditor’s report thereon. The above referred information is expected to be made available to us after the date of this auditor’s report. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
FINANCIAL STATEMENTSSTANDALONE appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to these standalone financial statements in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Page 189(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; (e) On the basis of the written representations received from the directors as on March 31,2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2026 from being appointed as a director in terms of Section 164 (2) of the Act;
FINANCIAL STATEMENTSSTANDALONE contain any material misstatement. v.
ANNEXURE ‘1’ TO THE INDEPENDENT AUDITORS' REPORT(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) (i) In respect of the Company’s Property, Plant and Equipment and Intangible Assets: (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant and Equipment and relevant details of Right of Use Assets. (B) The Company has maintained proper records showing full particulars of its Intangible assets. (b) The Company has a regular program of physical verification of Property, Plant and Equipment in a phased manner so as to cover all the assets once every three years which, in our opinion, is reasonable having regard to size of the Company and nature of its assets. Pursuant to the program, a portion of the Property, Plant and Equipment have been physically verified by the management during the year. The discrepancies noticed on physical verification of Property, Plant and Equipment were not material and the same have been properly dealt with in the books of account. (c) According to the information and explanations given to us by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company. In respect of immovable properties of land that have been taken on lease and disclosed as Right of Use Asset (Note 39) in the standalone financial statements, the lease agreement for two parcels of the leasehold land is yet to be entered in the name of the Company, although the Company is the lessee as per the arrangement as mentioned below: Description Gross of property carrying value (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE the books of account. (b) The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from a bank on the basis of security of current assets. According to information and explanations given to us and the records examined by us, the quarterly returns, filed by the Company during the year with such bank are in agreement with books of account, except as under:
Page 193(b) According to the information and explanations given to us and based on the audit procedures carried out by us, in our opinion, the investments made during the year and the terms and conditions of the grant of loans provided during the year are prima facie, not prejudicial to the interest of the Company. The Company has not provided any guarantee during the year. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, in our opinion, the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular except in the case of three employees where principal and interest payment are overdue. Further, the Company has not given any advances in the nature of loans to any party during the year.
FINANCIAL STATEMENTSSTANDALONE Name of Statute
Page 195(x) (f) According to information and explanations given to us, the Company did not have any subsidiary or joint venture during the year. Further, the Company has not raised any loans on the pledge of securities held in its associate Company. Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable to the Company.
FINANCIAL STATEMENTSSTANDALONE (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.
ANNEXURE ‘2’ TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 2(g) under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)
FINANCIAL STATEMENTSSTANDALONE over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting with Reference to these Standalone Financial Statements
STANDALONE BALANCE SHEET AS AT MARCH 31, 2026Particulars Notes
FINANCIAL STATEMENTSSTANDALONE STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2026 (₹ Crores)
Page 201STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2026 (A) Equity share capital Particulars Balance as at April 01, 2024 Changes in Equity Share Capital due to prior period errors Restated balance at the April 01, 2024 Changes in equity share capital during the year (Refer Note 17.1) Balance as at March 31, 2025 Note
FINANCIAL STATEMENTSSTANDALONE STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2026
Page 203STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2026 (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 1
Page 205NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 All other assets are classified as non-current. A liability is current when it is:
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Page 207NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 needs to be allocated (e.g. installation, warranties etc.) based on materiality of such obligation. In determining the transaction price for the sale of goods, the Company considers the effect of variable consideration and consideration payable to the customer (if any). Amount disclosed as revenue are net of trade discounts, rebates, incentives and goods & service tax (GST). The Company collects GST on behalf of the government and therefore, these are not economic benefits flowing to the Company. Hence, these are excluded from the revenue. The Company recognizes changes in the estimated amount of liability for discounts, rebates and incentives in the period in which the change occurs.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Dividends
Page 209NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 the tax authorities in accordance with the Income-Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted, at the reporting date. Current income tax relating to items recognized outside the statement of profit and loss is recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Deferred tax assets and liabilities are offset if and only if there is a legally enforceable right to offset corresponding current tax assets against current tax liabilities and when the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on the Company.
Page 211NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Sr No
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
Page 213NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Sr No
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 k) Inventories Inventories of Raw materials, Work-in-progress, Finished goods and Stock-in-trade are valued at the lower of cost and net realisable value. However, Raw materials and work-in-progress held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Raw materials: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on Moving Weighted Average Cost basis. Finished goods and work in progress: Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. Cost is determined on Moving Weighted Average Cost basis. Traded goods: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on Moving Weighted Average Cost basis. All other inventories of stores and consumables (including coal) are valued at Moving Weighted Average Cost basis after providing for obsolescence and other losses considering the ageing of inventory and usability, where considered necessary on an item-by-item basis. Stores and Spares includes equipment spare parts, catalyst and others which are held as inventory by the Company.
Page 215NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Under Ind AS 116 para 33 right-of-use assets are subject to the impairment requirements of Ind AS 36 - Impairment of assets. m) Provisions and contingencies
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 months as long term compensated absences which are provided for based on actuarial valuation as at the end of the period. The actuarial valuation is done as per Projected Unit Credit Method and all gains / losses due to actuarial valuation are immediately recognised in profit or loss in the period in which they arise.
Page 217NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 (a) the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This category generally applies to cash and bank balances, trade receivables, investments in unquoted equity shares of subsidiary entity and associate entity, investment in G-sec, loans & advances and other financial assets of the Company (Refer note 50 for further details).
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘passthrough’ arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Page 219NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss. Loans, borrowings and payables are subsequently measured at amortised cost whereas derivatives are measured at fair value through profit and loss. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.
Page 221NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. t)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 3
Page 223NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note 50 for further disclosures. The Company has invested in the equity instruments of various companies. The valuation exercise of unquoted equity instruments carried out by the Company with the help of an independent valuer, etc. has estimated fair value at each reporting period based on available historical annual reports and other information in the public domain.
FINANCIAL STATEMENTSSTANDALONE th 200 | 50 Annual Report 2025-2026
Page 225th 50 Annual Report 2025-2026 | 201
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 5 : Capital Work in Progress 5.1
Page 227NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Particulars
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Information regarding income and expenditure of Investment property
Page 229NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 8 : Investments
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 231NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 During the previous year, the Company had received 2,00,000 units of Roadstar Infra Investment Trust (RIIT) having a face value of ₹ 100 per unit, aggregating to ₹ 2 crores, under Round 2 and Round 3 of interim distribution from IL&FS. Although these units are listed on the stock exchange, there has been no active trading and fair price discovery remains pending. Consequently, the Company has recognised the investment at a nominal fair value of ₹ 0.22 as on 31.03.2026. As per the stock exchange filing of Gujarat Gas Limited (GGL) on 17.04.2026, Hon’ble MCA, vide its order dated 08.04.2026, has sanctioned the Composite Scheme of Arrangement wherein the Gujarat State Petroleum Corporation Limited (GSPC), Gujarat State Petronet Limited (GSPL) will be amalgamated with the GGL.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 9 : Loans and advances
Page 233NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 10: Other financial assets Particulars
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 12: Other non-current assets
Page 235NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 15: Other bank balances (₹ Crores)C r o r e s )
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 17.2. Terms/rights attached to the equity shares Rights, preferences and restrictions attached to equity shares: The Company has only one class of equity shares having par value of ₹ 10 per share, i.e. equity shares which rank pari passu in all respects. Each holder of equity share is entitled to one vote per share. For the current financial year 2025-26, the Company has proposed dividend of ₹ 21/- per equity share to equity shareholder (for the previous financial year dividend of ₹ 18/- per share declared). The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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. 17.3. Number of Shares held by each shareholder holding more than 5% Shares in the Company
Page 237NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 18 : Other equity 18.1 : Reserves and surplus (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 18.3 : Dividend distribution made and proposed
Page 239NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 20 : Trade payables (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 241NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 (₹ Crores) Particulars
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 25 : Provisions (current)
Page 243NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 c) Reconciliation of tax expenses and the accounting profit multiplied by India's domestic tax rate for the year ended March 31, 2026 and March 31, 2025
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 27 : Revenue from operations
Page 245NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 28 : Other income (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 30 : Changes in inventories of finished goods, work-in-progress and traded goods
Page 247NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 34 : Other expenses (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 (a) Payment to auditors includes following :
Page 249NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 37 :Related party disclosures Related party disclosures, as required by Ind AS-24, “Related Party Disclosures”, are given below: (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 (Amount ₹)
Page 251NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Set out below are the carrying amounts of right-of-use assets recognised as per Ind AS 116 and the movements during the year:
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Company as a lessor The Company has entered into operating leases on its investment property portfolio consisting of certain office. Rent income also includes rentals received from lease of office premises. These leases is generally for a period of three to four years. There are no restrictions imposed by lease arrangements. Future minimum rentals receivable under non-cancellable operating leases as at March 31 are as follows: (₹ Crores)
Page 253NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 41: Gratuity and other post employment benefit plans: A. Defined contribution plans: Amount of ₹ 49.84 crores (March 31, 2025: ₹ 51.11 crores) is recognised as expenses and included in Note No. 31 “Employee benefit expense”
FINANCIAL STATEMENTSSTANDALONE th 230 | 50 Annual Report 2025-2026
Page 255NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The major categories of plan assets of the fair value of the total plan assets of Gratuity are as follows: Particulars
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The followings are the expected future benefit payments for the defined benefit plan :
Page 257NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Therefore, vide an Agreement-Cum-Indemnity Bond dated 12.04.2014 executed between the Company and ING Satcom Limited, the assets of demerged business (other than the licenses) were transferred to ING Satcom, subject to certain terms and conditions, inter alia, including the terms for settling the Transaction in the eventuality of non-transfer of Licenses. Even though, both VSAT and ISP License have expired and the transfer of licenses to ING Satcom is now out of question, settlement of Demerger Transaction with ING Satcom, as per the terms and conditions of the Agreement- Cum- Indemnity Bond dated 12.04.2014, is still pending and therefore, no accounting treatment is given in the books of the Company since 2014-15 till the financial year ended 31.03.2026.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 44: Ageing for trade receivables 44.1 : Ageing for trade receivables as at March 31, 2026 is as follows :
Page 259NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 45.2 : Ageing for trade payables as at March 31, 2025 is as follows : (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 46.2: Financial information about the primary business segment's assets and liabilities :
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Page 263NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 48 : Components of Other Comprehensive Income (OCI) The disaggregation of changes to OCI by each type of reserve in equity is shown below. (₹ Crores)
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 50 : Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : 50.1 : Category-wise classification of financial instruments:
Page 265NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Particulars
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 50 : Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : 50.2 : Fair value measurements: a)
Page 267NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 b) Description of significant unobservable inputs to valuation: The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2026 and March 31, 2025 are as shown below:
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 269NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 management oversees the management of these risks. It manages its exposure to these risks through derivative financial instruments by hedging transactions as required. It uses derivative instruments such as foreign currency forward contract to manage currency risks. These derivative instruments reduce the impact of both favourable and unfavourable fluctuations. The Company’s risk management activities are subject to the management, direction and control of the management of the Company under the guideline of the Board of Directors of the Company. The management ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with counterparties that, in management's judgment, are creditworthy. The outstanding derivatives are reviewed periodically to ensure that there is no inappropriate concentration of outstanding to any particular counterparty. Further, all currency and interest risk as identified above is measured on a daily basis by monitoring the mark to market (MTM) of open and hedged position. For year ends, the MTM for each derivative instrument outstanding is obtained from respective banks. All gain / loss arising from MTM for open derivative contracts and gain / loss on settlement / cancellation / roll over of derivative contracts is recorded in statement of profit and loss. a) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, FVTOCI investments and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at March 31, 2026 and March 31, 2025. The sensitivity analysis have been prepared on the basis that the amount of net debt, interest rates of the debt and derivatives are all constant as at March 31, 2026. The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other post-retirement obligations and provisions. The following assumptions have been made in calculating the sensitivity analysis: - The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2026 and March 31, 2025. (i) Interest rate risk The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s short-term debt obligations. (ii) Foreign currency risk Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR), have an impact on the Company’s operating results. The Company manages its foreign currency risk by entering into various foreign exchange contracts to mitigate the risk arising out of foreign exchange rate movement on trade payables. Further, to hedge foreign currency future transactions in respect of which firm commitment are made or which are highly probable forecast transactions (for instance, foreign exchange denominated income) the Company has entered into foreign currency forward contracts as per the policy of the Company.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The details of exposures hedged using forward contracts and the details of unhedged exposures are given as part of Note 49. The Company is mainly exposed to changes in USD and EURO. The below table demonstrates the sensitivity to a 5% increase or decrease in the respective foreign currency rates against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate.
Page 271NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 c) contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and other financial assets) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits are defined in accordance with this assessment. An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. Credit risk from balances with banks and non-banking finance companies is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s management. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Trade receivables The Company’s receivables can be classified into two categories, one is from the customers/ dealers in the market and second one is from the central and state Government in the form of subsidy. As far as Government portion of receivables is concerned, credit risk is Nil except where there are uncertainties due to non-acknowledgement of claims. In respect of market receivables from the customers/ dealers, the Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extensions of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as for certain products it extends rolling credit to its customers, against the collateral. Trade receivables, other than subsidy receivables are secured to the extent of interest free security deposits and bank guarantees received from the customers amounting to ₹ 21.29 crores and ₹ 21.63 crores as at 31st March, 2026 and 31st March, 2025, respectively. (Refer Note No. 11 for Trade Receivables outstanding). The Company follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss allowance on Trade receivables, other than those receivables from the Government of India. For the purpose of measuring lifetime ECL allowance for trade receivables, the company estimates irrecoverable amounts based on the ageing of the receivable balances and historical experience in respect of certain categories of the customers. Individual trade receivables are written off when management deems them not to be collectible Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and bank balances. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner. The table below analyses derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 273NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 the accounting software. The audit trail was operated at application level throughout the year and the same has been enabled at the database level from May 17, 2025. The audit trail at the Oracle database level captures details of executed Data Manipulation Language (DML) and Data Definition Language (DDL) statements and it does not retain both old and new values in respect of data modifications. Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention. Note 51 : Additional disclosures required as per Schedule III to the Companies Act, 2013; (i) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2026 and March 31, 2025.
FINANCIAL STATEMENTSSTANDALONE NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Certificates from the Banks. Once the same is received, the Company will file the “Satisfaction of Charge” with the Registrar of Companies (ROC). (viii) Utilisation of borrowed funds and share premium: I :- The Company has 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)
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FINANCIAL STATEMENTSCONSOLIDATED INDEPENDENT AUDITORS’ REPORT
Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.
FINANCIAL STATEMENTSCONSOLIDATED Key audit matters
Page 279Information Other than the Consolidated Financial Statements and Auditor's Report Thereon The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board ‘s report, (i.e. Directors’ report, Corporate governance, Management Discussion and Analysis and Shareholder’s information), but does not include the consolidated financial statements and our auditor’s report thereon. The above referred information is expected to be made available to us after the date of this auditor’s report.
FINANCIAL STATEMENTSCONSOLIDATED opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Page 281From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other Matters
FINANCIAL STATEMENTSCONSOLIDATED (g)
Page 283(b) The Board of Directors of the Holding Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.
FINANCIAL STATEMENTSCONSOLIDATED ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT
Page 285Meaning of Internal Financial Controls Over Financial Reporting with reference to these Consolidated Financial Statements A company's internal financial control over financial reporting with reference to these consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
FINANCIAL STATEMENTSCONSOLIDATED CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2026
Page 287STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2026 Crores) Particulars
FINANCIAL STATEMENTSCONSOLIDATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2026
Page 289STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2026 Crores)
FINANCIAL STATEMENTSCONSOLIDATED STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2026
Page 291NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 1 Corporate information
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Consolidation procedure:
Page 293NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 amount of the associate and its carrying value, and then recognises the loss as ‘Share of profit of an associate’ in the statement of profit or loss. b)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 In the principal market for the asset or liability, or In the absence of a principal market, the most advantageous market for the asset or liability.
Page 295NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 to be entitled in exchange for those goods or services. The Company derives its revenues from sale of goods such as fertilizers, industrial chemicals, government subsidies on sale of fertilizers and information technology related hardware / software services. The Company is generally the principal in its revenue arrangements because it controls goods or services before transferring them to the customer, except for the agency services where revenue is recognised on net basis. The disclosure of significant accounting judgements, estimates and assumptions relating to revenue from contract with customers are provided in Note 3.
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Direct dispatch from plant by road), subsidy income is recognized based on the lower of the normative notified rates approved by the GoI or the actual freight incurred.
Page 297NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 policies of financial assets in section p "Financial instruments – initial recognition and subsequent measurement." g)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 In respect of deductible temporary differences associated with investments in associates, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Page 299NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Capital Work in progress Cost of assets not ready for intended use, as on the balance sheet date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each balance sheet date are disclosed as Other Non-Current Assets.
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 i)
Page 301NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 k) Leases
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
Page 303NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. n)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 defined benefit plans. The contributions under the plans are made to separately administered funds. The cost of providing benefits under such defined benefit plans is determined based on the actuarial valuation using the Projected Unit Credit Method as at the date of the Balance sheet. In case of funded plans, the fair value of plan asset is reduced from the gross obligation under the defined benefit plans, to recognize the obligation on the net basis.
Page 305NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are solely payment of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 within equity. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
Page 307NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 b) Financial assets that are equity instruments and are measured at fair value through other comprehensive income (FVTOCI)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the statement of profit or loss.
Page 309NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Any gains or losses arising from changes in the fair value of derivative financial instrument or on settlement of such derivative financial instruments are recognized in statement of profit and loss and are classified as Foreign Exchange (Gain) / Loss except those relating to borrowings, which are separately classified under Finance Cost. r)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Ind AS 21 – The Effects of Changes in Foreign Exchange Rates
Page 311NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 will be available against which the credits can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details on taxes are disclosed in Note 26. Defined benefit plans (gratuity benefits and other post-employment medical benefits)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Leases - Estimating the incremental borrowing rate
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Page 315NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 5 : Capital Work in Progress 5.1
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 317NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Information regarding income and expenditure of Investment property
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 319NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Particulars
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 321NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 9 : Loans and advances
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 323NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 12 : Other non-current assets
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 15 : Other bank balances
Page 325NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 17.2. Terms/rights attached to the equity shares Rights, preferences and restrictions attached to equity shares: The Company has only one class of equity shares having par value of 10 per share, i.e. equity shares which rank pari passu in all respects. Each holder of equity share is entitled to one vote per share. For the current financial year 2025-26, the Company has proposed dividend of 21/- per equity share to equity shareholder (for the previous financial year dividend of 18/- per share declared). The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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. 17.3. Number of Shares held by each shareholder holding more than 5% Shares in the Company
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 18 : Other equity Note 18.1 Reserves and surplus
Page 327NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 18.3 Dividend distribution made and proposed Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 329NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Includes 6.66 crores (March 31, 2025 : 1.39 crores) payable to Micro and Small Enterprises which have been determined to the extent such parties have been identified on the basis of information collected by the Management. Escrow account liability represents amount received as Earnest Money Deposit & Tender fees against e-auction done on behalf of various local authorities of Government of Gujarat. Corresponding asset is disclosed in Note 15 as "Bank balances in escrow accounts". Not due for credit to "Investors Education and Protection Fund".
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 23 : Government grant (Deferred Income)
Page 331NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 26 : Income Tax The major component of income tax expenses for the year ended March 31, 2026 and March 31, 2025 are as under a) Statement of Profit and Loss Section Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 d)
Page 333NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 27.3 - Timing of revenue recognition Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 335NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 33 : Depreciation and amortization
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 337NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 37 :Related party disclosures Related party disclosures, as required by Ind AS-24, “Related Party Disclosures”, are given below:
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 339NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 341NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 41: Gratuity and other post employment benefit plans: A.
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Page 343NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The major categories of plan assets of the fair value of the total plan assets of Gratuity are as follows:
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 345(b) Additional information as required by paragraph 2 of the 'General instruction for preparation of Consolidated Financial Statements' to schedule III to the Companies Act, 2013:
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 347NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 demand before the Telecom Disputes Settlement and Appellate Tribunal (TDSAT), which subsequently stayed the demand and restrained DoT from taking any coercive recovery action against the Company. Subsequently, in FY 2019-20, the Hon'ble Supreme Court of India, in the case of Union of India v. Association of Unified Telecom Service Providers of India, (2020) 3 SCC 525 ("AGR Judgment"), upheld DoT's interpretation of Adjusted Gross Revenue (AGR), affirmed that AGR includes revenue from both licensed as well as unlicensed activities. Pursuant to the Supreme Court ruling, DoT issued revised demand notices dated December 23, 2019, March 05, 2020 and July 15, 2022, amounting to 15,020 crores, 16,359 crores and 21,370 crores, respectively. The demand period was retrospectively extended to encompass the period FY 2005-06 through FY 2019-20. Aggrieved by these revised demands, the Company submitted representations to DoT on January 06, 2020, February 21, 2020, April 03, 2020 and March 04, 2022, requesting reconsideration and withdrawal of the demands. In its representations, the Company underscored that revenues from its Fertilizers & Chemicals business, which is entirely unrelated to VSAT and ISP-IT Licenses, should not be included in computation of AGR and License Fees. Subsequent legal & regulatory developments, such as distinction between non-Telecom PSUs and Core Telecom Companies, duly recognized by both DoT and the Hon’ble Supreme Court; the TDSAT Judgment in the case of Union of India Vs M/s Netmagic Solutions Pvt. Ltd, Civil Appeal 9012/2022 (“Netmagic Judgment”) and; the 2021 Telecom Reforms, have carved out several exceptions to the interpretation of the term “AGR” and computation of AGR and the License Fees. These exceptions provide critical relief, particularly for the similar category of licensees and the non-telecom / nonlicensed revenue streams. Based on a detailed and meticulous legal assessment in consultation with eminent Senior Advocates, the Company firmly believes that it has strong grounds to contest the demands raised by DoT. Consequently, the Company has neither provided for this amount in its books of account nor recognized it under contingent liability. th
FINANCIAL STATEMENTSCONSOLIDATED Note 44: Ageing for trade receivables 44.1 : Ageing for trade receivables as at March 31, 2026 is as follows :
Page 34945.2 : Ageing for trade payables as at March 31, 2025 is as follows : Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 46.1: Financial information about the primary business segment's Revenue & Results :
Page 351NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 47 : Components of Other Comprehensive Income (OCI) The disaggregation of changes to OCI by each type of reserve in equity is shown below.
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Note 49 : Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : 49.1 : Category-wise classification of financial instruments:
Page 353NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 Crores)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 355NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 b) Description of significant unobservable inputs to valuation: The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2026 and March 31, 2025 are as shown below:
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026
Page 357NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 In the ordinary course of business, the Company is mainly exposed to risks resulting from exchange rate fluctuation (currency risk), interest rate movements (interest rate risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk and commodity price risk. The Company's senior management oversees the management of these risks. It manages its exposure to these risks through derivative financial instruments by hedging transactions as required. It uses derivative instruments such as foreign currency forward contract to manage currency risks. These derivative instruments reduce the impact of both favourable and unfavourable fluctuations. The Company’s risk management activities are subject to the management, direction and control of the management of the Company under the guideline of the Board of Directors of the Company. The management ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with counterparties that, in management's judgment, are creditworthy. The outstanding derivatives are reviewed periodically to ensure that there is no inappropriate concentration of outstanding to any particular counterparty. Further, all currency and interest risk as identified above is measured on a daily basis by monitoring the mark to market (MTM) of open and hedged position. For year ends, the MTM for each derivative instrument outstanding is obtained from respective banks. All gain / loss arising from MTM for open derivative contracts and gain / loss on settlement / cancellation / roll over of derivative contracts is recorded in statement of profit and loss. a) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, FVTOCI investments and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at March 31, 2026 and March 31, 2025. The sensitivity analysis have been prepared on the basis that the amount of net debt, interest rates of the debt and derivatives are all constant as at March 31, 2026. The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other post-retirement obligations and provisions. The following assumptions have been made in calculating the sensitivity analysis: - The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2026 and March 31, 2025. (i) Interest rate risk The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s short-term debt obligations. (ii) Foreign currency risk Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR), have an impact on the Company’s operating results. The Company manages its foreign currency risk by entering into various foreign exchange contracts to mitigate the risk arising out of foreign exchange rate movement on trade payables. Further, to hedge foreign currency future th
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 transactions in respect of which firm commitment are made or which are highly probable forecast transactions (for instance, foreign exchange denominated income) the Company has entered into foreign currency forward contracts as per the policy of the Company. The details of exposures hedged using forward contracts and the details of unhedged exposures are given as part of Note 48. The Company is mainly exposed to changes in USD and EURO. The below table demonstrates the sensitivity to a 5% increase or decrease in the respective foreign currency rates against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate.
Page 359NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 b) c)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 The table below analyses derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Page 361NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 50.5 : Audit Trail The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. The audit trail was operated at application level throughout the year and the same has been enabled at the database level from May 17, 2025. The audit trail at the Oracle database level captures details of executed Data Manipulation Language (DML) and Data Definition Language (DDL) statements and it does not retain both old and new values in respect of data modifications. Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention. Note 50 : Additional disclosures required as per Schedule III to the Companies Act, 2013; (i) (ii)
FINANCIAL STATEMENTSCONSOLIDATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026 (vii)
ANNEXURE TO THE CONSOLIDATED FINANCIAL STATEMENTSForm AOC- I (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures PART "B": Associates and Joint Ventures Statement pursuant to Section 129(3) of the companies Act, 2013 related to Associate Company and Joint Ventures
FINANCIAL STATEMENTSCONSOLIDATED NOTES th
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Gujarat Narmada Valley Fertilizers & Chemicals LimitedISO 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.O. Narmadanagar - 392 015, Dist. Bharuch, Gujarat, INDIA. Ph.: +91 (02642) 247001, 247002 CIN: L24110GJ1976PLC002903 | Website: www.gnfc.in

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The accompanying consolidated financial statements include the Company’s share of net profit of 11.14 crores for the year ended March 31, 2026 in respect of an associate, whose financial information have not been audited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to amounts and disclosures included in respect of the associate, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid associate, is based solely on the such unaudited financial information.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on such unaudited financial information certified by the management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable, that:

We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation financial statements have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 1 (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;

In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended:

On the basis of the written representations received from the directors of the Company as on March 31, 2026 taken on record by the Board of Directors of the Company, none of the directors of the Company and its Associate Company incorporated in India, is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;

The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 1(b) above on reporting under Section 143(3)(b) of the Act and paragraph 1 (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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