| Textual Information(1) |
Notes to the Standalone Financial Results: 1) Other Income includes foreign exchange gain of INR 116.59 Lakhs and INR 435.12 Lakhs for the quarter and nine months ended December 31, 2025 respectively. (quarter and nine months ended December 31, 2024: INR 32.47 Lakhs and INR 78.66 Lakhs respectively). 2) The Board of Directors of the Company approved the Scheme of Amalgamation (the ‘Scheme’) for merger of the Company with LP Logistics Plus Chemical SCM Private Limited (Transferor Company) at its meeting held on March 26, 2025. The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench has sanctioned the aforesaid Scheme vide its order dated October 14, 2025 and the Company has filed certified copy of the Order with the office of the Registrar of Companies on October 16, 2025. Pursuant to approval of the Scheme of Amalgamation, the Board of Directors of the Company at its meeting held on November 05, 2025 approved discharge of consideration mentioned in the Scheme, by way of issuance and allotment of 89,89,344 equity shares of INR 10/- each fully paid-up to the shareholders of the Transferor Company, in lieu of their shareholding held in the Transferor Company as on the record date, i.e. November 11, 2025. The Company received trading approval from the stock exchanges on January 29, 2026. The effect of the scheme has been given in the pre-merger standalone financials statements of the Company for the year ended March 31, 2025 and quarter and nine months ended December 31, 2025 approved by the Board of Directors in their meeting held on May 30, 2025 & December 10, 2025. Accordingly, comparatives figures have been restated to give effect of the amalgamation from the beginning of the previous year. 3) During the quarter, the Board of Directors of the Company, at its meeting held on November 05, 2025, approved the issuance of 6,11,112 equity shares and 79,97,000 warrants, each convertible into one equity share, at an issue price of INR 216 per share/warrant, to the proposed allottees on a preferential basis. The issuance was subsequently approved by the shareholders on December 03, 2025, and received in-principle approval from the stock exchanges on January 27, 2026. Pursuant to the approval of the Allotment Committee at its meeting held on 10th February, 2026, the Company allotted 6,11,112 equity shares and 68,97,000 warrants at an issue price of INR 216 per equity share/warrant; however, on account of under-subscription of 11,00,000 warrants, the overall issue size stood reduced from INR 18,593.52 Lakhs to INR 16,217.52 Lakhs 4) During the quarter, the Board of Directors of the Company, at its meeting held on December 01, 2025, approved the acquisition of LP Logistics Plus LLC, a Dubai-based logistics company, for an upfront consideration of US$ 9.50 million (approximately INR 8,500 Lakhs). In addition, an earn-out of up to US$ 3.00 million (approximately INR 2,700 Lakhs) may be payable, subject to the achievement of predefined performance milestones, at the end of three years from the closing date. The said acquisition being a Material Related Party Transaction, it was approved by the shareholders of the Company in the Annual General Meeting held on December 29, 2025. The acquisition is expected to be completed by the end of March 2026. 5) The Board of Directors of the Company, at its meeting held on December 01, 2025, approved the expansion into the Exhibitions and Trade Fairs business through the incorporation of a subsidiary, GS Marketing Associates Private Limited, in which the Company will hold a 60% equity stake and 40% stake shall be held by the partners of GS Marketing Associates. The said subsidiary in the name of GS Marketing Associates Private Limited was duly incorporated on January 21, 2026. 6) The Government of India, vide notification dated November 21, 2025, has notified the four labour Codes- the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”), which consolidate and replace twenty-nine existing central labour laws into unified framework governing employee benefits during employment and post-employment. The New Labour codes, amongst other things introduced changes, including a uniform definition of wages for statutory purposes. In accordance with the requirements of Ind AS 19 – Employee Benefits, changes to employee benefit plans arising from legislative amendments constitute a plan amendment, requiring immediate recognition of the resultant impact as past service cost in the period in which the amendment is notified. Further, on December 30, 2025, the Ministry of Labour & Employment, issued draft Central Rules and FAQs to facilitate assessment of the financial impact arising from the New Labour Codes. The management has assessed and disclosed the incremental impact of the New Labour Codes on the Company’s employee benefit obligations, based on the information available as at the reporting date, in a manner consistent with the guidance issued by the Institute of Chartered Accountants of India (ICAI). Considering the materiality of the impact, its regulatory-driven and non-recurring nature, the Company has presented the additional impact amounting to INR 37.97 lakhs under “Exceptional item” in the standalone financial results for the quarter and nine months ended December 31, 2025, which primarily arises from the change in the definition of wages. The Company will continue to monitor further developments including the finalization of the central and state rules under the New Labour Codes, which are yet to be notified and shall evaluate and give effect to any consequential accounting adjustments, if any arising therefrom in future periods, as and when required. 7) The exceptional gain of INR 98.00 lakhs represent reversal of provision for diminution in the carrying value of investment in Optionally Convertible Debentures (OCDs) issued by the Company’s subsidiary, for which impairment provision was made in earlier periods and disclosed as exceptional item. During the quarter and nine months ended December 31, 2025, the Company received part repayment against the said OCDs and accordingly reversed the impairment provision to the extent of the amount recovered 8) The segment information, pursuant to the requirement of Ind AS 108 Operating Segments, is given as part of the consolidated financial results. 9) The Company has applied its material accounting policies in the preparation of this Statement consistent with those followed in the standalone financial statements for the year ended March 31, 2025. 10) The figures for the earlier periods have been regrouped/ reclassified wherever necessary to make them comparable with those of the current period. 11) The Statutory Auditors of the Company have conducted a limited review of the standalone financial results for the quarter and nine month ended December 31, 2025 pursuant to the requirements of Regulation 33 of the SEBI Listing Obligations and Disclosure Requirement (LODR) Regulations 2015 and have issued an unmodified conclusion in their review report. 12) The standalone financial results for the quarter ended December 31, 2025 have been extracted from the unaudited standalone financial statements prepared in accordance with the Indian Accounting Standards (Ind-AS) 34 Interim Financial Reporting as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. These standalone financial results have been reviewed and recommended by the Audit Committee and thereafter approved by the Board of Directors at their respective meetings held on February 13, 2026. Place: Navi Mumbai Date: February 13, 2026 For Trejhara Solutions Limited Amit Sheth Chairman & Director |