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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of Bajaj Hindusthan Sugar Ltd.

Mar 31, 2025

6.1 The Company holds investments amounting to '' 467.22 crore in Zero Coupon Optionally Convertible Debentures ("ZOCD") of Phenil Sugars Limited (''PSL). In accordance with Ind AS 109 ''Financial Instruments'', these ZOCD have been measured at fair value amounting to '' 444.95 crore as at March 31, 2025 (Previous Year: '' 400.82 crore), based on the discounted cash flow method, with a corresponding deferred tax assets of '' 3.24 crore (Previous Year: '' 93.55 crore).

6.2 The Company holds 1,54,39,900 equity shares of '' 770.13 crore in Lalitpur Power Generation Company Limited (''LPGCL). In accordance with Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, these equity investments have been measured at fair value through other comprehensive income (FVOCI) amounting to '' 2,147.76 crore as at March 31, 2025 (Previous Year: '' 2,161.59 crores), with a corresponding deferred tax liability of '' 200.58 crore (Previous Year: '' 190.81 crore).

6.3 The Company holds 5,13,05,067 equity shares of '' 445.54 crores in Bajaj Power Ventures Private Limited (''BPVPL''). In accordance with Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, these equity investments have been measured at its fair value through other comprehensive income (FVOCI) amounting to '' 592.88 crores (Previous Year: '' 680.46 crore) with a corresponding deferred tax liability of '' 21.45 crore (Previous Year: '' 49.40 crore).

(i) Details of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below:

Pursuant to the obligations on the Promoters of the Company under the Master Restructuring Agreement executed with the lenders on December 30, 2014, the promoters / promoter group entity given an unsecured loan of '' 200 crore to the Company during the period from November 13, 2014 to September 24, 2015. As per request of the Promoters, consortium of lenders granted their approval for the conversion of loan into equity shares of the Company. Pursuant to the approval of the shareholders of the Company in the extra ordinary general meeting held on July 15, 2021, the board of directors at its meeting held on July 20, 2021, has allotted, 14,38,00,000 equity shares at a price of '' 13.28 per share (including premium of '' 12.28 per share) to promoters / promoter group entity aggregating to '' 190,96,64,000 on conversion of loan.

Consequent to the allotment of the equity shares as aforesaid, the paid up equity share capital of the Company stands increased from '' 113,35,59,942/- divided into 113,35,59,942 equity shares of Re. 1/- each to '' 127,73,59,942/-, divided into 127,73,59,942 equity share of Re. 1/- each. Shareholding of promoters / promoter group increased from 15.43% to 24.95%

(iii) Terms/ rights of equity shares:-

The Company has one class of equity shares having par value of Re.1/- per share. All equity shares are ranking pari passu in all respects including dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the realised value of the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

(v) The Company hold beneficial interest in BHL Security Trust which holds 3.11 crore shares of the Company allotted on amalgamation of it''s subsidiary Bajaj Hindusthan Sugar and Industries Limited in 2010. Additionally the Company had formed an ESOP trust under the ESOP scheme. The Company had given an advance of '' 8.69 crore to the ESOP Trust, which holds 17,80,000 equity shares. Face value of these shares are treated as treasury shares as per Ind AS 32 - "Financial Instruments -Presentationâ and shown as reduction from equity. Excess of carrying value of these shares over the face value is reduced from securities premium.

Nature and description of reserves:

- Capital Redemption Reserve: Whenever the Company redeem its preference shares or buy back its own shares which reduces its share capital, then capital redemption reserve is created by face value of its shares.

- Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.

- General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the Companies Act, 2013.

- Molasses Storage Reserve Fund is created as per the provisions under Molasses Control (Regulation of Fund and Erection of Storage Facilities) Order, 1976.

- Retained Earnings: Remaining portion of profits earned or accumulated losses by the Company till date after appropriations.

- Remeasurements of defined benefit liability (asset) comprises actuarial gains & losses and return on plan assets (excluding interest income)

- Gain / (loss) on Investment through FVOCI represents the cumulative gains and losses arising on the revaluation of equity and debt instruments measured at fair value through other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when such assets are disposed off and impairment losses on such instruments, if any

18.2 The Company had issued 34,83,24,626 Unlisted, Unrated, Redeemable, Optionally Convertible Debentures (Series 1/2017-18) (''OCD'') of '' 100 each aggregating to '' 3,483.25 crores on December 18, 2017, to lenders under the Scheme for Sustainable Structuring of Stressed Assets (S4A). As per the terms of issue, these debentures are redeemable in 13 equal annual instalments of '' 267.94 crores each, commencing from March 31, 2025. The coupon rate is structured as follows: 0.01% p.a. for years 1 & 2, 1.00% p.a. for years 3 & 4, and 2.50% p.a. thereafter, payable on last date of each financial year. A redemption premium is also payable on maturity, determined based on the going weighted average cost so that there is no net present value loss to the lenders. The final yield is to be confirmed by the lenders at the time of redemption.

The Company was unable to pay the first instalment of '' 267.94 crore, along with coupon interest of '' 87.08 crore which became due on March 31, 2025. YTM pertaining to the above being contingent, is unpaid. Following the default, the Company has submitted a resolution plan to the consortium of lenders, which is under consideration. In accordance with RBI circular RBI/2018-19/203 dated June 7, 2019, an Inter Creditor Agreement (ICA) was executed by the lenders on April 28, 2025.

Necessary disclosures have been made with stock exchanges as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the terms of issue, upon default, the lenders have the right to convert the entire outstanding debentures into equity shares of the Company at a conversion price determined in accordance with applicable RBI guidelines.

Pending approval of the resolution plan, and in view of the lenders'' ongoing deliberations on the YTM crystallisation, the Company has classified the principal amount of OCDs under Non-Current Borrowings, based on its expectation that the repayment terms will be revised under the resolution framework.

18.4 Details of securities

Term Loans and Debentures from Banks are secured on first pari passu charge basis, by way of mortgage / hypothecation over all immovable and movable property plant and equipment (both present and future) of the Company, and first pari-passu charge by way of hypothecation over all current assets (both present & future) of the Company. The said loans are further secured by personal guarantee of Chairman (Promoter) and corporate guarantee by a promoter group Company, pledge of entire shares held by the Promoters of the Company in BHSL, 21,82,870 equity shares of LPGCL held by the Company and 3,63,00,011 equity shares of Bajaj Energy Private Ltd. held by promoters group Company. All the charges have been created and filed with ROC and there is no charges or satisfaction yet to be registered with ROC beyond the statutory period.

18.5 Loan from promoters

In accordance with the terms of the debt restructuring approved by the lenders, the Promoters had infused an amount of '' 200 crore as unsecured loans in lieu of their stipulated contribution. In accordance with Ind AS 32, this amount has been classified as a compound financial instrument and bifurcated into '' 64.22 crore as debt and '' 135.78 crore as equity, based on a discounted cash flow method using a discount rate of 12% per annum over a tenure of 10 years. This loan carries an option to convert into equity shares or similar instruments of the Company.

Further, under the S4A Scheme, the Promoter Group transferred 11,99,87,344 equity shares to lenders towards partial settlement of the unsustainable debt. The corresponding consideration of '' 11.99 crore has been recognised as an unsecured loan from the Promoters. In accordance with Ind AS 32, this has been classified as a compound financial instrument and bifurcated into '' 10.76 crore as debt and '' 1.24 crore as equity, based on a discounted cash flow method using a discount rate of 12% per annum over a tenure of 20 years.

The unwinding of discount on the aforementioned loans is recognised in the Statement of Profit and Loss over the respective loan tenures.

During the financial year 2021-22, a portion of the above loan amounting to '' 190.97 crore was converted into equity shares the Company upon approval of the lenders. Refer Note 16(i) for further details.

18.6 Details of delays and defaults in payment of financial obligations

The Company was unable to pay the first instalment of '' 267.94 crore along with coupon interest of '' 87.08 crore, which became due on March 31, 2025, on optionally convertible debentures of '' 3,483.25 crores issued to the lenders. Refer note 18.2 for detail. The said amounts remain unpaid as on the date of signing of the standalone financial statements. The bank-wise details of the default are provided below.

(i) The Other payables includes Statutory Dues, Advance from Customers and other Liability

(ii) The Company has received '' 1,000 crore in FY 2021-22 and '' 1,361 crore in FY 2023-24 aggregating to '' 2,361 crore, from Uttar Pradesh Power Corporation Ltd, originally payable to M/s Lalitpur Power Generation Company Limited (LPGCL), through Cane Commissioner Uttar Pradesh by operation of Law under UP Sugar Cane (Regulation of Supply and Purchase) Act, 1953. The said amount was directly transferred to the cane price escrow accounts for cane dues payment. Until the end of the previous financial year, the Company had not received any formal communication or directives from the Government or any regulatory authority regarding this adjustment and was in the process of seeking legal advice on the matter to determine its course of action.

During the current year, M/s LPGCL has filed a writ petition before the Hon''ble Allahabad High Court, seeking an appropriate order declaring the said amendment as unconstitutional and void, along with a direction for refund of the amount transferred, together with applicable interest, from the Government of Uttar Pradesh and the Cane Commissioner. The Company has been impleaded as a respondent in the said proceedings. The matter is sub judice, and the Company is evaluating appropriate legal recourse. The amount continues to be disclosed under "Other Current Liabilities".

This is a defined benefit plan and statutory liability of the Company. The Company has to pay the Gratuity to the employees as per the provisions of the Payment of Gratuity Act 1972 irrespective of the availability of the funds with the Gratuity Fund.

The Gratuity liability is computed on actuarial valuation basis done at year end using the project unit credit method is provided for in the books of account and is based on a detailed working done by a certified actuary. Past service cost is recognized immediately to the extent that the benefits are already vested.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The Company manages Gratuity obligation through Trust. The Company arranges the fund based on the actuarial valuation and requirement of the Trust.

The expected contributions for Defined Benefit Plan for the next financial year will be ''27.30 crore (PY ''28.41 crore).

The average duration of the defined benefit plan obligation at the end of the period is 4.27 (PY 4.36).

These gratuity plan typically expose the company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined with reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan Liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

31.2 Defined contribution plan Provident fund

The Company''s contribution are made to a Employee Provident Fund Trust. The interest rate payable by the trust to the beneficiaries is notified by the Government. The Company has an obligation to make good the shortfall, if any, between the return on the investments of the trust and the notified interest rate. The actuary has provided a valuation based on the below provided assumptions and there is no shortfall as at March 31, 2025.

31.3 Share based payment:

Erstwhile Bajaj Hindusthan Sugar & Industries Limited, which was merged with the Company wef 01.04.2010, had formed Employees Stock Option Plan (ESOP) in 2007. All option granted have either been expired or exercised.

			As at	As at
			March 31,2025	March 31, 2024
			(In '' Crore)	(In '' Crore)
36	Contingent liabilities and commitments
	(I)	Contingent liabilities
	(a) (i)	In respect of disputed demands/claims against the Company not acknowledged as debts: Central excise matters	28.93	35.32
	(ii)	Trade tax matters	65.68	67.09
	(iii)	GST Matters	0.12	1.06
	(iv)	Income Tax matters	7.43	7.43
	(v)	Recompense payable (refer note 41)	485.60	429.64
	(vi)	Other claims	184.23	184.57
			771.99	725.11
	(b)	Securities The Company has furnished securities on behalf of related party Fair value of these securities as on 31.03.25 is '' 1,844.12 crore (PY '' 1,855.98 crore)	661.25	661.25
	(c)	Interest payable on promoters loan ( refer note 41) is not determinable	-	-

(d) Pursuant to the Scheme for Sustainable Structuring of Stressed Assets (S4A Scheme) for restructuring of certain outstanding debts of the Company [refer Note 41], the Company had issued Unlisted, Unrated, Redeemable, Optionally Convertible Debentures (OCDs) aggregating to '' 3,483.25 crores on December 18, 2017, to the Joint Lenders'' Forum (JLF).

These OCDs carry a Yield to Maturity (YTM) representing the difference between the weighted average cost of borrowing and the coupon rate, accruing annually as a contractual obligation from the date of allotment. The said YTM is payable as a premium on redemption, along with the relevant principal amount on each redemption date starting from FY 2024-25 [refer Note 18.2].

As the resolution plan is still under negotiation, and the YTM amount is subject to confirmation by the lenders, the Company continues to consider the YTM obligation as contingent upon the eventual outcome of the resolution process, including redemption, conversion, or any alternative arrangement. Accordingly, the cumulative YTM amount of '' 3,585.01 crore as at March 31, 2025 (''699.60 crore for the year ended March 31, 2025) has not been recognised in the books and is treated as a contingent liability. It will be recognised as finance cost upon approval of the resolution plan or at the time of redemption/conversion of the OCDs, as applicable.

38 Foreign currency exposure that are not hedged by derivative instruments as on March 31, 2025 amounting to SGD 0.24 crore (P.Y. SGD 0.24 crore) in respect of loan given to subsidiary.

39 The Company publishes the standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108 - Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.

1 Related party relationship is as identified by the Company based on the available information.

2 No amount has been written off or written back during the year in respect of debts due from or to related parties.

3 Restructured term loan from banks aggregating to ''3,483.25 crore (P.Y. '' 3,759.13 crore) are secured by personal guarantee of Mr. Kushagra Bajaj (Chairman) and corporate guarantee by M/s Bajaj International Realty Private Limited (a promoter group company). Same is secured by pledge of entire shares held by the promoters of the Company, pledge of 3,63,00,01 1 equity shares of Bajaj Energy Private Limited held by the promoter group companies and pledge of 21,82,870 equity shares of LPGCL held by the Company.

4 The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances year-end are unsecured except as stated above and settlement occurs in cash.

5 An amount of '' 2361 crore related to LPGCL has been adjusted by UP Government by operation of Law towards the Company''s cane dues. (refer note no. 25)

41 The Company had previously restructured its borrowings under the Joint Lenders'' Forum (JLF) mechanism in December 2014, followed by the implementation of the Scheme for Sustainable Structuring of Stressed Assets (S4A) in November 2017. Pursuant to the S4A Scheme, a portion of the debt was converted into Optionally Convertible Debentures (OCDs) amounting to '' 3,483.25 crore, and the Company was required to initiate recovery of its non-core assets in a phased manner.

As per the terms of the Master Restructuring Agreement (MRA), a recompense obligation may arise in favour of the lenders for the waivers and sacrifices made under the restructuring plan.

During the current year, the Company has submitted resolution plan for restructuring of its outstanding borrowings, which is presently under consideration by the lenders.

42 Details of Loans given, investment made and guarantee given covered under section 186(4) of the Companies Act, 2013.

- Investment made are given under note 6

- Loan given to subsidiaries are given under note 13

43 Financial risk management

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

A Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. The Company is exposed to credit risk from trade receivables loan given, advances and deposits with banks. To manage this, the Company periodically assesses the financial reliability of customers, taking into account loan given factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. Concentrations of credit risk are limited as a result of the Company''s large and diverse customer base. The Company has also taken advances and security deposits from its customers / agents, which mitigate the credit risk to an extent. The ageing of trade receivable is given in note 10.01

Following table summarizes the change in loss allowances measured using life time expected credit loss model. No significant changes in the estimation techniques or assumption were made during the period.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the comparative banks with which loan/ term deposits are maintained. Generally, term deposits are maintained with banks with which Company has also availed borrowings.

B Liquidity risk

Liquidity risk is the risk that a Company may encounter difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs. The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

C Market risk

The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions.

i) Interest rate risk

Fluctuation in fair value or future cash flows of a financial instrument because of changes in market interest rates gives rise to interest rate risk. Almost 100% of the Company''s borrowings are linked to SBI base rate of the banks. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

ii) Inventory Price risk

The Company is exposed to the movement in price of principal finished product i.e. sugar & alcohol. Prices of the sugar cane is fixed by government. Generally, sugar production is carried out during sugar cane harvesting period from November to April. Sugar is sold throughout the year which exposes the sugar inventory to the movement in the price. The Company monitors the sugar prices on daily basis and formulates the sales strategy to achieve maximum realisation. The sensitivity analysis of the change in sugar price on the inventory as at year end, other factors remaining constant in given in table below:

iii) Foreign exchange risk

Foreign currency risk arises commercial transactions that recognised assets and liabilities denominated in a currency that is not Company''s functional currency (INR). The Company is not exposed to significant foreign exchange risk at the respective reporting dates.

44 Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and

disclosing the fair value of financial instruments by valuation technique.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities,

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices),

Level 3 - Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term borrowings carried at amortised cost is not materially different from it''s carrying cost largely due to short term maturities of these financial assets and liabilities.

b) Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company based on parameters such as interest rate, credit rating or assessed credit worthiness.

c) Non-listed shares and other securities fall within level 2 of the fair value hierarchy. Valuation is based on the observable market approach EV/EBITDA multiple.

d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.

e) Unlisted debt instruments fall within level 3 of the fair value hierarchy. Valuation is based on discounted cash flow method.

Set out below is a comparison by class of the carrying amounts and fair value of the Company''s

financial instruments that are recognised in the financial statements.

45 The Company holds investments aggregating '' 2,530.58 crore (Previous Year: '' 2,486.45 crore) in its subsidiaries, comprising equity investments, inter-corporate loans, and accrued interest thereon which are identified as non-core assets as per terms of Master Framework Agreement (MFA), and are required to be recovered. Management is pursuing appropriate measures to facilitate the recovery of the carrying value of these exposures and remains confident about the realization of the same over a reasonable period. Further, in line with the principles of prudence and conservatism, the Company has deferred recognition of interest income amounting to '' 112.43 crore (Previous Year: '' 112.43 crore).

46 The Company has not entered into any transactions with the companies struck off under 248 of the Companies Act 2013 or under section 560 of the Companies Act 1956, and does not carry any balance/(s) outstanding to or from any such entity. The erstwhile associate companies, Bajaj Ebiz Pvt Ltd and Esugar India Ltd, have been struck off. The Company has already provided for the diminution in the investment made in these companies.

The Company has lease contracts for various items of land, buildings (including godowns), vehicles and other equipment used it its operations. The Company''s obligation under its lease are secured by lessor''s title to the leased assets. The Company also has certain leases of godowns and vehicles with lease term of twelve months or less and leases of office equipment with low value. The Company applies the ''short-term lease'' and ''lease of low-value assets'' recognition exemptions for these leases. For long term lease arrangements the company comply with the IND AS 116 and recognise right of use asset (ROU); in the current year there is no long term lease.

b Company as lessor

The Company has entered into operating leases for land, aircraft and sub-leases for office premises. These leases have different terms depending upon the agreements with respective lessees . All leases include a clause to enable revision of the rental charge on mutual basis on an annual basis according to prevailing market conditions. Rental income recognised by the Company during the year is '' 6.21 Crore (previous year '' 6.24 Crore).

48 The Company and its erstwhile subsidiary Bajaj Hindusthan Sugar & Industries Limited (BHSIL, merged with the Company in 2010) had made requisite minimum capital investment and established an aggregate of 11 new sugar mills and 4 distillery units and also expanded capacity of sugar mills during the years 2004 to 2008. All those mills were established & commercial production started within the time prescribed under the policy i.e. 31st March'' 2008.

As per the Sugar Industry Promotion Policy, 2004 (SIPP) announced by the Government of Uttar Pradesh, the Company was entitled to various benefits in the form of grant of certain exemptions / incentives as also reimbursements of certain expenses and capital subsidy, available to the eligible entrepreneurs based on the requisite investments in setting up new mills and or on capacity expansion of sugar units in state of U.P. On making the requisite investment within prescribed period

of implementation, the "Eligibility Certificateâ has already been issued to the Company and further procedural instructions have also been issued by the State authorities to file information through each jurisdictional authority in the respective districts to allow the benefits to the 7 new sugar mills & 3 distilleries on starting their commercial production.

However, the same is awaited for 1 sugar unit of BHSL and 3 new sugar mills, 1 distillery and for expansion of 1 mill of erstwhile BHSIL. All the claims have been filed by the company within stipulated time as per the scheme. Till date the Company has also availed & received partial benefits including reimbursement of capital subsidy amount. However, due to an abrupt withdrawal / discontinuation of policy in the year 2007, the balance amount of benefits and the eligibility certificate and procedural instructions to file information in respect of these 4 new sugar mills and one distillery and further for expansion of one mill of erstwhile subsidiary BHSIL (subsequently merged with the Company) is held up.

Consequently, the Current Assets include a sum of '' 592.38 Crores towards the aforesaid claims under 2004 Policy. Since the authorities started denying the benefits so the Company challenged it in the Hon''ble High Court of Allahabad all such denial orders of the Government based on the abrupt withdrawal / discontinuing the policy with effect from 04.06.2007. Basically the withdrawal of the policy w.e.f. 04.06.2007 was a preponing process of date of completion of projects i.e. 31.03.2008 which otherwise was not relevant in the case of the Company since it has already completed the installation and started the commercial production within the prescribed date and became eligible to avail the benefits envisaged.

The Hon''ble High Court upheld the stand of the company and further held that the withdrawal of Sugar Promotion Policy was arbitrary and without the application of mind. The Government of U.P. preferred to file an SLP before the Hon''ble Supreme Court against the said orders of the Hon''ble High Court of Allahabad. The Hon''ble Supreme Court turned down the stand of the Government of U.P. and declined to interfere in the order of the Hon''ble High Court vide its order dated 07.03.2018. Given the series of orders, and finally, from the Hon''ble Supreme Court, the Company again approached the State of U.P. for release of its claims and accordingly re-submitted the required claim papers again.

The Company regularly followed up with the State of U.P. for settlement of its claims, and because of unreasonable delay in settlement of the Company''s claims, the Company filed a contempt petition in the Hon''ble Supreme Court. The Principal Secretary of U.P.( Sugar ) declined the claim of the company on unfounded grounds.

In the contempt petition filed by the Company in Hon''ble Supreme Court, the court expressed the view that the matter involves issues which cannot be determined while exercising contempt jurisdiction. Hence the petitioner (the Company), may approach the Court having original jurisdiction for the matter. The company has filed the writ petition in the Hon''ble High Court of Allahabad; presently the matter sub-judice in the Hon''ble High Court of Allahabad.

In the above writ petition, on an application filed by the State of U.P, the Hon''ble High Court vide an interim order dated 31.01.2023 has deferred the hearing of the above writ petition on the ground of pendency of C.A No.2421-2431 of 2021 in Mawana Matter before the Hon''ble Supreme Court, in which action of withdrawal of SIPP, 2004 is sub-judice.

Aggrieved by the order dated 31.01.2023, the Company has filed a SLP No. 7961 of 2023 before the Hon''ble Supreme Court, in which the Hon''ble Supreme Court vide an Order dated 23.10.2024 granted liberty to Company to file Contempt Petition.

Consequently, the Company has filed a Contempt Petition (Civil) Diary No. 51334 of 2024 against the Cane Commissioner and the Secretary to the Sugar Industry and Cane Development, U.P, before the Hon''ble Supreme Court where the matter is sub judice.

49 The Company is covered under section 135(1) of the Companies Act 2013. However the average net profits of the Company during the three immediately preceding years is negative, accordingly CSR spending as mentioned in Section 135(5) is not applicable to the Company for the year 2024-25.

50 The Company has reported positive EBITDA in the current year as well as in earlier years, and during the current financial year, has reported a Profit after tax (PAT) of '' 4.38 crore, and has positive networth. However, the financial performance in past periods was impacted by several challenges including lower availability of sugarcane and lower sugar recovery. Lower cane availability was primarily due to continued outstanding sugarcane dues, which affected the Company''s ability to generate sufficient cash surplus to timely settle cane dues and support cane development activities.

Following the repayment of the entire sustainable portion of its term debt, the Company anticipates an improvement in operational efficiency. With a significant reduction in outflows towards debt servicing, the Company intends to deploy internal accruals towards cane payment and enhancing plant performance, which has been pending for some time.

The overall sugar sector outlook has also improved, with domestic sugar prices firming up to approximately '' 4,000 per quintal. Further, the Government has permitted the diversion of sugar for ethanol production, thereby mitigating the risk of oversupply in the sugar market. The national policy to increase ethanol blending in vehicular fuel up to 30% is expected to support stable and remunerative ethanol prices and improve sector viability.

With the repayment of the sustainable debt, the Company''s finance cost has substantially reduced, thereby improving liquidity. This improved position is expected to enable the Company to reduce its outstanding cane dues, enhance cane development initiatives, increase cane availability and crush, improve capacity utilisation and sugar recovery, and optimise realisation from by-products.

The Company has submitted a debt resolution plan for the unsustainable portion of its borrowings to its consortium of lenders. The proposal, which includes revised repayment terms and financial restructuring, is currently under consideration. The resolution, once finalised, is expected to further improve the Company''s liquidity and capital structure.

During the year, the Company was unable to meet its obligations towards the first annual instalment of Optionally Convertible Debentures (OCDs), including the applicable coupon interest and contingent yield-to-maturity (YTM), due in FY 2024-25. The said default has been considered by management in its assessment of going concern, and the ongoing resolution proposal is expected to regularise the said obligations.

Due to its large scale capacity for cane crushing (1,36,000 TCD), distillation (800 KLD) and cogeneration (449 MW), the Company enjoys a natural economic advantage. The Company crushes around 14% of the total sugar cane grown in the State of Uttar Pradesh. As capacity utilisation increases alongwith improvements in operational efficiency, it will have a direct positive impact on the Company''s financial performance.

The Company also expects to receive accrued benefits amounting to '' 1,893.51 crore (including interest up to March 31, 2025) under the Sugar Industry Promotion Policy, 2004 for which the Company is entitled pursuant to earlier court orders, but the matter is subject to final adjudication and are currently sub-judice.

Based on the above factors, management believes that the Company is well positioned to achieve self-sustainability and meet its obligations as they fall due. Accordingly, the financial statements have been prepared on a going concern basis, which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

51 Capital Management

There has not been any change in its objectives, policies and processes for managing capital from previous year. The Company is not subject to any externally imposed capital requirements.

1 Debt service coverage ratio: Debt service coverage ratio increase by 153.49% mainly due to lower obligation of debt service during FY 2024-25.

2 Return on equity ratio: Return on equity ratio increase by 104.90% mainly due to turnaround of the company from net Loss to net Profit at PBT level.

3 Inventory Turnover Ratio: Inventory turnover ratio reduce by 10.26% due to lower turnover being the lower availability of cane in the current year

4 Net capital turnover ratio: Net capital turnover ratio increase by 7.29% being negative working capital increase mainly due to increase in other financial liability.

5 Net profit ratio: Net profit ratio improved by 105.03% due to turnaround of the Company profitability from net Loss to net profit at PBT level

6 Return on capital employed (ROCE): ROCE improved by 77.78% due to increase in earning before interest and taxes (EBIT) and repayment of borrowing.

53 Additional disclosure requirement as per schedule III:

a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (''Intermediaries''), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (''Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

e) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961.

54 Audit Trail

The Company uses SAP accounting software for maintaining books of account, which has a feature of recording audit trail (edit log) facility and that has been operative throughout the financial year for the transactions recorded in the software impacting books of accounts at application level. Also the Company has preserved the audit trail as per the statutory requirement for record retention.

55 The financial statements were approved for issue by the Board of Directors, at its meeting held on May 29, 2025

56 Previous year figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/ disclosures.

Mar 31, 2024

6.1 In previous years, the Company had invested R350.04 crore in preference share capital of Phenil Sugars Limited (''PSL''). Till the end of FY 2021-22, PSLs net worth was negative, due to which the Company had fully provided for the diminution in the value of the aforesaid investment of R350.04 crore and also made a corresponding deferred tax impact of R 129.25 crore in previous years in line with Ind AS. In the FY 2022-23, PSL amended the terms of aforesaid instruments to convertible. Further, a substantial appreciation in the value of assets (mainly land) of PSLs units at Basti and Govindnagar was observed due to its proximity to Ayodhya (Uttar Pradesh) which is now developed into a world class tourist destination, this prompted the Company to take control over PSL. Accordingly, in FY 22-23, the Company exercised its right of conversion of the said investment into equity shares capital of PSL. As a result, the Company received 35,00,39,270 equity shares of R10 each fully paid up, representing 98.01% of the total equity share capital, (post conversion) of PSL and consequently, PSL became a subsidiary of the Company effective from March 24, 2023. Due to substantial appreciation in the value of PSL''s assets, the fair value of the equity shares exceeded its cost, leading to reversal of the earlier provision for diminution in value of investment and corresponding reversal of deferred tax on the same. Investment in equity shares of PSL are now stated at cost as per Ind AS 27 in standalone financial statements.

6.2 In previous years, the Company had invested an amount of R370.48 crore in Zero Coupon Optionally Convertible Debentures (''ZOCD'') of Phenil Sugars Limited (''PSL''). Till the FY 21-22, PSL''s networth was negative, due to which the Company had fully provided the said investments, amounting to R370.48 crore along with corresponding deferred tax of R148.69 crore. In the FY 22-23, a substantial appreciation in the value of assets (mainly land) of PSLs units at Basti and Govindnagar was observed which prompted the Company to take control over PSL. Due to such appreciation in the value of the PSLs assets, its networth became positive. Consequently, the Company restated its investment in ZOCD of PSL in the books at fair value (discounted cash flow value) of R297.90 crore (PY R268.36 crore) with corresponding deferred tax of R93.83 crore (PY Rs. 92.74 crore). Also, during the FY 22-23, BHSL''s major customer Ojas Industries Private Limited (OIPL) has settled its dues against sugar sales of R96.74 crore by transferring of ZOCD of PSL of R 153.63 crore. This investment is recorded in the Company''s books at a fair value (discounted cash flow value) of R102.92 crore (PY R92.68 crore) with corresponding deferred tax of R(0.28) crore (PY R0.95 crore) on the same in line with Ind AS.

6.3 In previous years, the Company had invested R770.13 crore in Lalitpur Power Generation Company Limited (''LPGCL'') and acquired 1,54,39,900 equity shares of R10 each fully paid up. LPGCL operates thermal power plants in Uttar Pradesh with a total capacity of 1980 MW. As per Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, the Company measured the equity investments in LPGCL at its fair value through other comprehensive income (FVOCI) of R2,161.59 crore with a corresponding deferred tax of Rs.190.81 crore (PY R206.09 crore).

6.4 In earlier years, the Company provided loans and advances (Inter Corporate Deposit - ICD including Interest) amounting to R445.54 crore to Ojas Industries Private Limited (''OIPL''). During the FY 22-23, this loan has been settled by taking over the investments of OIPL in Zero Coupon Optionally Convertible Debentures (ZOCD) of R445.54 crore in Lambodar Stocks Private Limited (''LSPL''). Subsequently, the Company acquired 4,05,04,000 equity shares in Bajaj Power Ventures Private Limited (''BPVPL'') in exchange for the investments in ZOCD of LSPL. During the FY 2023-24 the Company recevied 1,08,01,067 bonus shares against holding of above shares. As per Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, the Company measured the equity investments in BPVPL at its fair value through other comprehensive income (FVOCI) R680.46 crore (PY R648.06 crore) with a corresponding deferred tax of R49.40 crore (PY R47.18 crore).

6.5 These investments are pledged against loans taken by the Company and Lalitpur Power Generation Company Limited.

(i) Details of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below:

Pursuant to the obligations on the Promoters of the Company under the Master Restructuring Agreement executed with the lenders on December 30, 2014, the promoters / promoter group entity given an unsecured loan of Rs. 200 crore to the Company during the period from November 13, 2014 to September 24, 2015. As per request of the Promoters, consortium of lenders granted their approval for the conversion of loan into equity shares of the Company. Pursuant to the approval of the shareholders of the Company in the extra ordinary general meeting held on July 15, 2021, the board of directors at its meeting held on July 20, 2021, has allotted, 14,38,00,000 equity shares at a price of R 13.28 per share (including premium of R 12.28 per share) to promoters / promoter group entity aggregating to R 190,96,64,000 on conversion of loan.

Consequent to the allotment of the equity shares as aforesaid, the paid up equity share capital of the Company stands increased from R 113,35,59,942/- divided into 113,35,59,942 equity shares of R1/- each to R 127,73,59,942/-, divided into 127,73,59,942 equity share of R1/- each. Shareholding of promoters / promoter group increased from 15.43% to 24.95%

(iii) Terms/ rights of equity shares:-

The Company has one class of equity shares having par value of Rs.1/- per share. AH equity shares are ranking pari passu in all respects including dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the realised value of the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

(v) The Company hold beneficial interest in BHL Security Trust which holds 3.11 crore shares of the Company allotted on amalgamation of it''s subsidiary Bajaj Hindusthan Sugar and Industries Limited in 2010. Additionally the Company had formed an ESOP trust under the ESOP scheme. The Company had given an advance of Rs 8.69 crore to the ESOP Trust, which holds 0.18 crore equity shares. Face value of these shares are treated as treasury shares as per Ind AS 32 - "Financial Instruments - Presentation" and shown as reduction from equity. Excess of carrying value of these shares over the face value is reduced from securities premium.

Nature and description of reserves:

- Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.

- General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the Companies Act, 2013.

- Molasses Storage Reserve Fund is created as per the provisions under Molasses Control (Regulation of Fund and Erection of Storage Facilities) Order,1976.

- Retained Earnings: Remaining portion of profits earned or accumulated losses by the Company till date after appropriations.

- Remeasurements of defined benefit liability (asset) comprises actuarial gains & losses and return on plan assets (excluding interest income)

18.2 34,83,24,626 Unlisted, Unrated, Redeemable, Optionally Convertible Debentures (Series 1/ 2017-18) of R100/- each issued on Preferential basis to the lenders in accordance with S4A Scheme on December 18, 2017. Debentures are to be redeemable in 13 equal annual instalments starting from March 31, 2025. The coupon rate for year 1& 2 is 0.01% p.a., for year 3 & 4 is 1.00% p.a. and thereafter 2.50% p.a., payable annually on the last date of every financial year. The redemption premium is payable on redemption of debentures to be decided by lenders at going weighted average interest cost so that there is no NPV loss to the lenders. On occurrence of event of default, lenders has the right to convert all outstanding debentures into equity shares at the conversion price, to be determined in accordance with the guidelines of RBI. The maturity of OCD due in March 2025 is shown under the head non current borrowings, since in the opinion of the management redemption due in March 2025, is contingent upon certain condition.

18.4 Details of securities

Term Loans and debentures from Banks are secured on first pari passu charge basis, by way of mortgage / hypothecation over all immovable and movable property plant and equipment (both present and future) of the Company, and first pari-passu charge by way of hypothecation over all current assets (both present & future) of the Company. The said loans are further secured by personal guarantee of Chairman (Promoter) and corporate guarantee by a promoter group Company, pledge of entire shares held by the Promoters of the Company in BHSL, 21,82,870 equity shares of LPGCL held by the Company and 3,63,00,011 equity shares of Bajaj Energy Ltd. held by promoters group Company. All the charges have been created and filed with ROC and there is no charges or satisfaction yet to be registered with ROC beyond the statutory period.

18.5 Loan from promoters

(i) As per terms of restructuring approved by lenders, the promoters are required to bring promoter''s contribution amounting to Rs.200 crore in phased manner till September 2015 in the form of equity capi-tal/preference capital/unsecured loan/other similar instruments. An amount of Rs.200 crore has been brought by promoters as unsecured loan within stipulated period. Interest if any, payable shall be determined after the restructuring period is completed. Presently, said amount is treated as unsecured loan with the option to convert into equity / preference shares or any other similar instrument. As per Ind AS 32 contribution amount received is classified as compound financial instrument bifurcated into Rs 64.22 crore as debt and Rs 135.78 crore as other equity by discounting the amount @12% p.a. for a tenure of 10 years. The unwinding of discount in subsequent periods on loan component is recognised in the statement of profit and loss.

(ii) As per the approved restructuring of loan under S4A Scheme, promoter/ promoters group has transferred 11,99,87,344 equity shares of Rs. 1/- per equity share to lenders as per overseeing committee recommendation as part payment of unsustainable debt. Consequently, the consideration amount of Rs. 11,99,87,344 is accounted as unsecured loan from promoters and as per Ind AS 32, said amount due to promoters is treated as compound financial instrument and bifurcated into other equity of Rs. 10.76 crore and Rs. 1.24 crore by discounting the amount @12% pa for a tenure of 20 years.

(iii) During the year 2021-22, as per request of the Promoters, consortium of lenders granted their approval for the conversion of loan mentioned above in 18.5 (i) into equity shares of the Company. Consequently

the Company has converted the loan of Rs. 190.97 crore and alloted 14,38,00,000 equity shares to the promoters/ promoter group entities. refer note 16(i) for detail.

18.6 Details of delays and defaults in payment of financial obligations

There is no defaults in repayment of principal and payment of interest on term loans during the financial year 2023-24. However, there were delays and defaults in financials year 2022-23 although have been remedied before 31.03.2023, however the lenders have classified the Company''s account as Non - Performing Assets (NPA) as per the RBI regulations. As a process the Stresses Assets Resolution Group (SARG) of SBI had initiated the Corporate Insolvency Resolution Process (CIRP) of the Company before the Hon''ble National Company Law Tribunal (NCLT). On October 25, 2023, SBI has withdrawn the petition filed under section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) with the NCLT. Accordingly, the NCLT vide its order dated October 25, 2023 has dismissed the petition filed by the SBI, as withdrawn.

As on date, the Company''s account is fully regular with all the lenders including SBI and there is no overdue outstanding. Based on the same, majority of the lenders have upgraded the Company''s account status to "Standard and Regular" category.

18.7 The Company does not have any sanctioned working capital limit during the financial year 2023-24.

* Deferred tax assets on carry forward losses and unabsorbed depreciation is Rs. 571.89 crore. However, it is recognised to the extent of deferred tax liabilities other than those arising on fair valuation of PPE and Investment on conservative basis.

Pursuant to the Taxation Laws (Amendment) Act, 2019, domestic companies have an option to pay corporate income tax at a concessional rate of 25.17% including surcharge and cess (new tax rate), subject to certain conditions, w.e.f. financial year commencing from April 1, 2019 and thereafter. If the said option is chosen, the Company will be exempted from the provisions of Minimum Alternate Tax under section 115JB of Income Tax Act 1961; however the Company will have to forego certain prescribed incentives/ deductions.

* The Company can choose such option for any year starting from FY 2019-20 or any subsequent year. However, once the said option of paying tax under the new tax rate is chosen, the Company cannot withdraw and go back to the old rates of tax. As at March 31, 2024, the Company has made an evaluation of the impact of the aforesaid option and decided not to opt for the new tax rate for financial year 2023-24. Accordingly, the Company will continue to be governed under the existing tax regime. The Company will re-assess the impact of said option in subsequent financial years and take an appropriate decision for the said years at relevant point of time.

The Company manages Gratuity obligation through Trust. The Company arranges the fund based on the actuarial valuation and requirement of the Trust.

The expected contributions for Defined Benefit Plan for the next financial year will be Rs.28.41 crore (PY Rs.27.57 crore).

The average duration of the defined benefit plan obligation at the end of the period is 4.36 (PY 5.17).

These gratuity plan typically expose the company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

Salary risk

33.2 Defined contribution plan Provident fund

The Company''s contribution are made to an Employee Provident Fund Trust. The interest rate payable by the trust to the beneficiaries is notified by the Government. The Company has an obligation to make good the shortfall, if any, between the return on the investments of the trust and the notified interest rate. The actuary has provided a valuation based on the below provided assumptions and there is no shortfall after adjusting receivable as at March 31, 2024.

38	Contingent liabilities and commitments
(I)	Contingent liabilities
(a)	In respect of disputed demands/claims against the Company
	not acknowledged as debts:
(i)	Central excise matters	35.32	11.42
(ii)	Trade tax matters	67.09	56.91
(iii)	GST Matters	1.06	-
(iv)	Income Tax matters	7.43	7.10
(v)	Recompense payable (refer note 43(b))	429.64	377.19
(vi)	Other claims	184.57	195.15
		725.11	647.77
(b)	Securities
	The Company has furnished securities on behalf of related party	661.25	661.25
	Fair value of these securities as on 31.03.24 is R1,855.98 crore (PY R 1,855.98 crore)
(c)	Interest payable on promoters loan ( refer note 43 (c) & (d)) is not determinable	-	-

(d) Pursuant to the scheme for sustainable structuring of stressed assets (S4A Scheme) for restructuring of certain outstanding debts of the Company [refer note no. 43 (d) for details], the Company has allotted optionally convertible debentures (OCDs) aggregating to R3,483.25 crore to JLF lenders. The OCDs carry a yield to maturity (YTM) at the agreed yield rate accruing on an annual basis as a contractual obligation, starting from the allotment date. The said YTM is payable as premium on redemption along with the relevant principal amount on each redemption date [refer note no. 18.2]. The OCDs provides the lenders an option to exercise the right to convert the outstanding OCDs into the equity shares of the Company at a price in accordance with applicable law (including the ICDR Regulations). Since premium to be paid is contingent on the occurrence of the event of redemption of OCDs, the YTM of R2,885.41 crore (PY R2,262.73 crore) from the date of allotment of OCD till the year end is treated as contingent liability and would be accounted for as finance cost at the time of redemption of respective OCDs.

(e) All the loans outstanding on balance sheet date have been used for the purpose for which it was taken.

(ii)	Commitments
	Estimated amount of contracts remained to be executed on capital account and not provided for (net of advances).	0.20	0.48
39	Earnings per share
(i)	Net profit/ (loss) after tax as per statement of profit and loss	(91.53)	(147.74)
(ii)	Weighted average number of equity shares used as denominator for calculating basic EPS (crore)	124.45	124.45
(iii)	Weighted average number of equity shares used as denominator for calculating diluted EPS (crore)*	124.45	124.45

(iv) Basic earnings per share	(0.74)	(1.19)
(v) Diluted earnings per share	(0.74)	(1.19)
(vi) Face value per equity share	Re.1/-	Re.1/-

* Equity shares to be issued on conversion of optionally convertible debentures and on loan from promoters (refer note no. 18.2 and 18.5) are not determinable as on balance sheet date.

40 Foreign currency exposure that are not hedged by derivative instruments as on March 31, 2024 amounting to SGD 0.24 crore (P.Y. SGD 0.24 crore) in respect of loan given to subsidiary.

41 Operating Segments/Segment information

The Company has identified its Business Segments as its Primary Reportable Segments comprising Sugar, Distillery and Power.

The Chief Operating Decision Maker monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

No operating segments have been aggregated to form the above reportable operating segments. Transfer prices between operating segments are on an arm''s length basis in a manner similar to transactions with third parties.

Other disclosures:

The company caters mostly to Indian markets. No single customer contributes more than 10% of the revenue.

Operating segments have been identified on the basis of the nature of products and have been identified as per the quantitative criteria specified in the Ind AS 108 "Operating Segments".

The expenses and incomes which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocated income).

Segment assets include all operating assets used by the operating segment and mainly consist of property plant and equipment, trade receivables, cash and cash equivalents and inventories. Segment liabilities primarily include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets / liabilities.

1. Related party relationship is as identified by the Company based on the available information.

2. No amount has been written off or written back during the year in respect of debts due from or to related parties.

3. Restructured term loan from banks aggregating to R3,759.13 crore (P.Y. R4,234.37 crore)are secured by personal guarantee of Mr.Kushagra BajajIChairman] and corporate guarantee by M/s Bajaj International Realty Private Limited (a promoter group company) and pledge of entire shares held by the promoters of the Company.

4. The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances year-end are unsecured except as stated above and settlement occurs in cash.

5. Fair value of investment in equity shares of Bajaj Aviation Private Limited is RNil (P.Y. RNil), equity shares of Lalitpur Power Generation Company Limited is R2,161.59 crore (P.Y. R2,161.59 crore), ZOCD in Phenil is R400.81 crore (P.Y. R361.04 crore) and equity shares of Bajaj Power venture Private Limited is R680.47 crore (P.Y. R648.06 crore).

43 a) On the request of the Company, the Joint lenders'' forum ( JLF Lenders) led by State Bank of India has approved the corrective action plan for restructuring of credit facilities on December 03, 2014 under JLF route in accordance with the applicable framework and guidelines issued by Reserve Bank of India. Accordingly a Master Restructuring Agreement (MRA) has been signed on December 30, 2014 among the Company and JLF lenders, by virtue of which the restructured facilities are governed by the provisions specified in the said MRA. The cut- off date for restructuring under JLF route is July 31, 2014.

b) The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the Company is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2024 payable to the JLF lenders as per MRA is approximately R429.64 crore ( PY R377.19 crore) for the Company.

c) As per terms of above restructuring approved by lenders, the Promoters were required to bring promoter contribution amounting to R200 crore in phased manner till September 2015 in the form of equity capital/preference capital/unsecured loan/other similar instruments. An amount of R200 crore has been brought by promoters as unsecured loan within stipulated period.

d) For restructuring of certain outstanding debts of the Company, the Joint lenders'' forum (JLF) of the Company adopted the scheme for sustainable structuring of stressed assets (S4A Scheme) with reference date as June 23, 2017, which was approved by the overseeing committee (OC) on November 30, 2017. As per the S4A Scheme, the total fund based debt of R8,284.59 crore (including funded interest of R354.51 crore], were bifurcated in two parts - 57.81% as Part A (Sustainable Debt] amounting to R4,789.34 crore to be serviced as per existing terms and conditions of these debts and remainder 42.19% as Part B (Unsustainable Debt) amounting to R3,495.25 crore. While a sum of R12.00 crore has been adjusted against the consideration payable to promoters towards transfer of 11,99,87,344 equity shares, at a price of Re 1/- per equity share, to JLF lenders and the balance R3,483.25 crore has been converted into optionally convertible debentures allotted to the JLF lenders. Further the MFA (Master Framework Agreement) has an observation to recover the outstanding loans and advances, as specified in agreement, in phased manner, but no time line has been stipulated.

Promoter / Promoters'' group had transferred 11,99,87,344 (10.59%) equity shares, at Re 1/- per equity share, to JLF lenders, resulting in reduction of Promoter holding from 26.02% to 15.43% in accordance with the S4A Scheme.

After the issue of fresh share against conversion of debt the Shareholding of promoters / promoter group increased from 15.43% to 24.95%. Refer note 16(i) & 18.5

45 Financial risk management

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

A Credit risk

B Liquidity risk

C Market risk

The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions.

i) Interest rate risk

ii) Inventory Price risk

iii) Foreign exchange risk

46 Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and disclosing

the fair value of financial instruments by valuation technique.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities,

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or

liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices),

Level 3 - Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

c) Non-listed shares and other securities fall within level 2 of the fair value hierarchy. Valuation is based on the observable market approach EV/EBIDTA multiple.

d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.

e) Unlisted debt instruments fall within level 3 of the fair value hierarchy. Valuation is based on discounted cash flow method.

Set out below is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments that are recognised in the financial statements.

During the year ended March 31, 2024 there is no transfer between level 2 and level 3 fair value hierarchy. During the previous year ended March 31, 2023 there was transfers between level 2 and level 3 fair value hierarchy.

During the FY 2022-23, Investment in equity shares of unlisted company shifted from Level 3 to Level 2 based on change in fair valuation approach from NAV to observable market.

47 The Company has exposure aggregating to R2,486.45 ( PY R2,446.66 crore) in its subsidiaries, by way of investments, loans, accumulated interest on these loans. Management is of the view that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investments, loans, and the diminution/provisions, if any exists, is only of temporary nature and accordingly no provision, other than those already accounted for, has been considered necessary. Auditors have drawn emphasis of matter in their audit report. Further on the basis of principle of conservatism and prudence, the Company has not recognised interest income for the year ended on March 31,2024, of R 112.43 crore ( PY R 112.43 crore), on inter corporate loans, as and when it is realized it will be recognized in the books.

48 The Company has not entered into any transactions with the companies struck off under 248 of the Companies Act 2013 or under section 560 of Companies Act 1956, and does not carry any balance/(s) outstanding to or from any such entity. In respect of associate companies Bajaj Ebiz Pvt Ltd. is in the process of striking off and Esugarindia Ltd. has been struck off during the year.

*Finance Charges R3,313 is due within 1 year for the year ended March 31,2024 and due within 1-2 year

for the year ended March 31,2023

For Depreciation charge on right-of-use assets (refer note 35)

For Interest expenses on tease liabilities (refer note 34)

The carrrying amount of right-of-use assets at the end of the reporting period (refer note 5 (b))

50 The Company and its erstwhile subsidiary Bajaj Hindusthan Sugar & Industries Limited (BHSIL, merged with the Company in 2010) had made requisite minimum capital investment and established an aggregate of 11 new sugar mills and 4 distillery units and also expanded capacity of sugar mills during the years 2004 to 2008. All those mills were established & commercial production started within the time prescribed under the policy i.e. 31st March, 2008. As per the Sugar Industry Promotion Policy, 2004 announced by the Government of Uttar Pradesh, the Company was entitled to various benefits in the form of grant of certain exemptions / incentives as also reimbursements of certain expenses and capital subsidy, available to the eligible entrepreneurs based on the requisite investments in setting up new mills and on capacity expansion of sugar units in state of U.P. On making the requisite investment within prescribed period of implementation, the "Eligibility Certificate" has already been received for the Company and further procedural instructions have also been issued by the State authorities to file information through each jurisdictional authority in the respective districts to allow the benefits to the 7 new sugar mills and 3 distilleries on starting their commercial production. However the same is awaited for 1 Sugar unit of BHSL and 3 new sugar mills, 1 distillery and for expansion of 1 mill of erstwhile BHSIL. All the claims have been filed by the Company within stipulated time as per the scheme. Till date the Company has also availed & received partial benefits including reimbursement of capital subsidy amount. However, due to an abrupt withdrawal / discontinuation of policy in the year 2007, the balance amount of benefits and the eligibility certificate and procedural instructions to file information in respect of these 4 new sugar mills and one distillery and further for expansion of one mill of erstwhile subsidiary BHSIL (subsequently merged with the company) is held up. Consequently, the Current Assets include a sum of R592.38 crore towards the aforesaid claims under 2004 Policy. Since the authorities started denying the benefits so the company challenged it in the Hon''ble High Court of Allahabad all such denial orders of the Government based on the abrupt withdrawal / discontinuing the policy with effect from 04.06.2007. Basically the withdrawal of the policy w.e.f. 04.06.2007 was a preponing process of date of completion of projects i.e. 31.03.2008 which otherwise was not relevant in the case of the Company since it has already completed the installation and started the commercial production within the prescribed date and became eligible to avail the benefits as envisaged. The Hon''ble High Court upheld the stand of the Company and further held that the withdrawal of sugar promotion policy was arbitrary and without the application of mind. The Government of U.P. preferred to file an SLP before the Hon''ble Supreme Court against the orders of the Hon''ble High Court of Allahabad. The Hon''ble Supreme Court turned down the stand of the Government of U.P. and declined to interfere in the order of the Hon''ble High Court vide its order dated 07.03.2018.

Given the series of orders, and finally, from the Hon''ble Supreme Court, the Company again approached the Cane Commissioner of U.P. for release of its claims. The Cane Commissioner vide its letter dated 07.06.2018 asked the Company to re-submit the claim papers again in the office of Cane Commissioner. The Company again filed all the complete claim papers in the prescribed formats along with a detailed representation.

The Company regularly followed up with the office of Cane Commissioner for settlement of its claims; and because of unreasonable delay in settlement of the company''s claims, the Company filed a contempt petition in the Hon''ble Supreme Court. The Cane Commissioner declined the claim of the Company on unfounded grounds.

has filed the writ petition in the Hon''ble High Court of Allahabad; presently the matter is sub-judice in the Hon''ble High Court of Allahabad.

51 The Company is covered under section 135(1) of the Companies Act 2013. However the average net profits of the Company during the three immediately preceding years is negative, accordingly CSR spending as mentioned in Section 135(5) is not applicable to the Company for the year 2023-2024.

52 The Company during the current year and in last few years have positive EBITDA (Earnings before interest, taxes depreciation and amortisation) however have incurred losses at PAT (Profit after Tax) level. The losses were mainly attributable to high raw material (i.e., sugarcane prices) and other inputs costs, relatively lower realization of sugar, higher depreciation, and finance expenses.

While cane prices are fixed by the State Government, sugar prices are totally market driven and are dependent on demand supply dynamics which at times lead to a complete mismatch between the cane prices and sugar prices. To mitigate the said sugar price risk, Government had fixed Minimum Selling Price (MSP) of sugar @ R31 per kg below which no sugar mill can sell sugar in market. Sugar Industry, Indian Sugar and Bio-Energy Manufacturers Association (ISMA) and National Federation of Co- Operative Sugar Factories (NFCSF) are advocating for an increase in MSP to the level of R43-45 per kg which the Government will have to implement at the earliest. Also the Government has implemented monthly release mechanism (sugar sale quota) to regulate sugar supplies in the market so that prices remain firm.

Further, a sizeable portion of cane/sugar is diverted towards manufacturing of ethanol. There is a big push from the Government side to increase the ethanol production which will boost up the sugar industry scenario and will have a positive impact both on sugar realisation and ethanol production, increased ethanol prices etc. Presently, the Government is promoting ethanol production and planing to increase ethanol blending in petrol up to 20% by 2025, which may turn around the economic dynamics of the sugar industry in future.

The Company''s investment in equity shares of group''s power business have good potential of an upside as per its fair value resulting into improvement in the net worth of the Company.

BHSL is the largest integrated Sugar and Ethanol manufacturing company in India with 14 sugar factories (1,36,000 TCD) , 6 Distilleries (800 KLD) and cogeneration (449 MW) facilities and crushes around 14% of the total sugar cane grown in the State of Uttar Pradesh. The Company has huge potential for improvement and growth due to its scale, size and vintage.

The Company is continuously striving to improve its operational efficiency and operating parameters by way of improvement in sugar recovery, optimisation of production plan as per market dynamics, increase in revenue of by-products by improved realisations, saving in bagasse, increase in cogen export etc, reduction of overheads, finance, other costs and monetization of certain non-core assets etc. The Company is leaving no stone unturned including regular interaction with farmers, putting effort on cane development activities, awareness for better farm practices, cane variety propagations, etc to increase its cane availability of good quality.

The debt restructuring as per RBI''s S4A Scheme has somewhat improved the Company''s liquidity position. However, keeping in view the status of outstanding cane dues and funds for servicing debt obligations, the Company is further discussing with the lenders a debt resolution plan to have a lasting solution to improve its liquidity. The resolution plan envisages equity conversion of unsustainable debt , realignment of its capital structure, payment of cane dues of farmers, increasing cane availability and supply etc. The Company is also exploring/ evaluating various options for corporate restructuring to streamline the business and enhance the Company''s value.

The Government has also taken various measures to improve the financial health of the sugar industry in recent past, by allocating sugar export quota, fixing MSP for sugar, boost to ethanol production by facilitating new capacities in country by giving soft loans, subsidies, increased blending, guaranteed lifting etc so that the excess sugar production can be diverted towards ethanol.

AH these measures are expected to turn around the operations of the sugar industry on a sustainable basis. The Company also expects to receive accrued benefits of Rs 1,826 Cr including interest as on March 31,2024, under the Sugar Industries Promotion Policy 2004 for which it is entitled as per court orders but presently, the matter is sub-judice.

In view of the above, the management expects to generate positive cash flow from operation. Accordingly, the financial statements are presented on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business. This matter has been referred by auditors in their audit report.

53 Capital Management

There has not been any change in its objectives, policies and processes for managing capital from previous year. The Company is not subject to any externally imposed capital requirements.

1 Debt service coverage ratio: Debt service coverage ratio increase by 34.38% mainly due to payment of principal & interest and advance payment of some part of FY 24-25 loan instalments and accordingly reduction in debt obligation.

2. Return on equity ratio: Return on equity ratio increase by 49.38% mainly due to reduction in loss after taxes.

3 Net capital turnover ratio: Net capital turnover ratio increase by 50.40% being negative working capital increase mainly due to increase in other financial liability.

4 Net profit ratio: Net profit ratio improved by 35.59% due to decrease in loss after tax.

55 Additional disclosure requirement as per schedule III:

(a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (''Intermediaries''), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (''Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(e) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961.

56 Audit Trail

The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules, 2021) which is effective from 1st April 2023, states that every company which uses accounting software for maintaining its books of accounts shall use only that accounting software where there is a feature of recording audit trail of each and every transaction and further creating an edit log of each change made to books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

57 Events after reporting date:

There have been no events after the reporting date that requires disclosure in standalone financial statements.

58 The financial statements were approved for issue by the Board of Directors, at its meeting held on May 10, 2024

59 Previous year figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/ disclosures.

Mar 31, 2023

6.1 In previous years, the Company had invested '' 350.04 crore in preference share capital of Phenil Sugars Limited (''PSL). Till the end of previous year, PSLs net worth was negative, due to which the Company had fully provided for the diminution in the value of the aforesaid investment of ''350.04 crore and also made a corresponding deferred tax impact of ''129.25 crore in previous years in line with Ind AS. In the current year, PSL amended the terms of aforesaid instruments to convertible. Further, a substantial appreciation in the value of assets (mainly land) of PSLs units at Basti and Govindnagar was observed due to its proximity to Ayodhya (Uttar Pradesh) which is now developed into a world class tourist destination, this prompted the Company to take control over PSL. Accordingly the Company exercised its right of conversion of the said investment into equity shares capital of PSL. As a result, the Company received 35,00,39,270 equity shares of ''10 each fully paid up, representing 98.01% of the total equity share capital, (post conversion) of PSL and consequently, PSL became a subsidiary of the Company effective from March 24, 2023. Due to substantial appreciation in the value of PSLs assets, the fair value of the equity shares exceeded its cost, leading to reversal of the earlier provision for diminution in value of investment and corresponding reversal of deferred tax on the same. Investment in equity shares of PSL are now stated at cost as per Ind AS 27 in standalone financial statements.

6.2 In previous years, the Company had invested an amount of ''370.48 crore in Zero Coupon Optionally Convertible Debentures (''ZOCD'') of Phenil Sugars Limited (''PSL). Till the previous year, PSLs networth was negative, due to which the Company had fully provided the said investments, amounting to ''370.48 crore along with corresponding deferred tax of ''148.69 crore. In the current year, a substantial appreciation in the value of assets (mainly land) of PSLs units at Basti and Govindnagar was observed which prompted the Company to take control over PSL. Due to such appreciation in the value of the PSLs assets, its networth became positive. Consequently, the Company restated its investment in ZOCD of PSL in the books at fair value (discounted cash flow value) of ''268.36 crore with corresponding reversal of deferred tax by '' 55.95 crore. Also, during the current year, BHSLs major customer Ojas Industries Private Limited (OIPL) has settled its dues against sugar sales of '' 96.74 crore by transferring of ZOCD of PSL of ''153.63 crore. This investment is recorded in the Company''s books at a fair value (discounted cash flow value) of '' 92.68 crore with corresponding deferred tax of '' 0.95 crore on the same in line with Ind AS.

6.3 In previous years, the Company had invested ''770.13 crore in Lalitpur Power Generation Company Limited (''LPGCL) and acquired 1,54,39,900 equity shares of '' 10 each fully paid up. LPGCL operates thermal power plants in Uttar Pradesh with a total capacity of 1980 MW. As per Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, the Company measured the equity investments in LPGCL at its fair value through other comprehensive income (FVOCI) of ''2,161.59 crore with a corresponding deferred tax of ''206.09 crore on the same in line with Ind AS.

6.4 In earlier years, the Company provided loans and advances (Inter Corporate Deposit - ICD including Interest) amounting to ''445.54 crore to Ojas Industries Private Limited (''OIPL). During the current year, this loan has been settled by taking over the investments of OIPL in Zero Coupon Optionally Convertible Debentures (ZOCD) of '' 445.54 crore in Lambodar Stocks Private Limited (''LSPL). Subsequently, the Company acquired 4,05,04,000 equity shares in Bajaj Power Ventures Private Limited (''BPVPL) in exchange for the investments in ZOCD of LSPL. As per Ind AS 109 ''Financial Instruments'' and based on an independent valuer''s report, the Company measured the equity investments in BPVPL at its fair value through other comprehensive income (FVOCI) of ''648.06 crore with a corresponding deferred tax of ''47.18 crore on the same in line with Ind AS.

6.5 These investments are pledged against loans taken by the Company and Lalitpur Power Generation Company Limited.

(i) Details of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below:

Consequent to the allotment of the equity shares as aforesaid, the paid up equity share capital of the Company stands increased from '' 113,35,59,942/- (divided into 113,35,59,942 equity shares of '' 1/- each) to '' 127,73,59,942/-, divided into 127,73,59,942 equity share of '' 1/- each. Shareholding of promoters / promoter group increased from 15.43% to 24.95%

(iii) Terms/ rights of equity shares:-

The company has one class of equity shares having par value of ''1/- per share. All equity shares are ranking pari passu in all respects including dividend. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive the realised value of the assets of the company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

(v) The Company hold beneficial interest in BHL Security Trust which holds 3.11 crore shares of the company allotted on amalgamation of it''s subsidiary Bajaj Hindusthan Sugar and Industries Limited in 2010. The company has also formed an ESOP trust under the ESOP scheme. The Company has given an advance '' 8.69 crore to ESOP Trust which holds 0.18 crore equity shares. Face value of these shares are treated as treasury shares as per Ind AS 32 - "Financial Instruments - Presentationâ and shown as reduction from equity. Excess of carrying value of these shares over the face value are reduced from securities premium.

Nature and description of reserves:

- Capital Redemption Reserve: Whenever the Company redeem its preference shares or buy its own shares which reduces its share capital, then capital redemption reserve is created by face value of its shares.

- Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.

- General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the Companies Act, 2013.

- Molasses Storage Reserve Fund is created as per the provisions under Molasses Control (Regulation of Fund and Erection of Storage Facilities) Order, 1976.

- Retained Earnings: Remaining portion of profits earned or accumulated losses by the Company till date after appropriations.

- Remeasurements of defined benefit liability (asset) comprises actuarial gains & losses and return on plan assets (excluding interest income)

18.2 34,83,24,626 Unlisted, Unrated, Redeemable, Optionally Convertible Debentures (Series 1/ 201718) of '' 100/- each issued on Preferential basis to the lenders in accordance with S4A Scheme on December 18, 2017. Debentures are to be redeemable in 13 equal annual instalments starting from March 31,2025. The coupon rate for year 1& 2 is 0.01% p.a., for year 3 & 4 is 1.00% p.a. and thereafter 2.50% p.a., payable annually on the last date of every financial year. The redemption premium is payable on redemption of debentures to be decided by lenders at going weighted average interest cost so that there is no NPV loss to the lenders.

On occurrence of event of default, lenders has the right to convert all outstanding debentures into equity shares at the conversion price, to be determined in accordance with the guidelines of RBI.

18.4 Details of securities

Term Loans and debentures from Banks are secured on first pari passu charge basis, by way of mortgage / hypothecation over all immovable and movable property plant and equipment (both present and future) of the company, and first pari-passu charge by way of hypothecation over all current assets (both present & future) of the Company. The said loans are further secured by personal guarantee of Chairman (Promoter) and corporate guarantee by a promoter group company, pledge of entire shares held by the Promoters of the company in BHSL, 21,82,870 equity shares of LPGCL held by the company and 3,63,00,011 equity shares of Bajaj Energy Ltd. held by promoters group company. All the charges have been created and filed with ROC and there is no charges or satisfaction yet to be registered with ROC beyond the statutory period.

18.5 Loan from promoters

(i) As per terms of restructuring approved by lenders, the promoters are required to bring promoter''s contribution amounting to ''200 crore in phased manner till September 2015 in the form of equity capital/preference capital/unsecured loan/other similar instruments. An amount of ''200 crore has been brought by promoters as unsecured loan within stipulated period. Interest if any, payable shall be determined after the restructuring period is completed. Presently, said amount is treated as unsecured loan with the option to convertible into equity / preference shares or any other similar instrument. As per Ind AS 32 contribution amount received is classified as compound instrument bifurcated into '' 64.22 crore as debt and '' 135.78 crore as other equity by discounting the amount @12% p.a. for a tenure of 10 years. The unwinding of discount in subsequent periods on loan component is recognised in the statement of profit and loss.

(ii) As per the approved restructuring of loan under S4A Scheme, promoter/ promoters group has transferred 11,99,87,344 equity shares of '' 1/- per equity share to lenders as per overseeing committee recommendation as part payment of unsustainable debt. Consequently, the consideration amount of '' 11,99,87,344 is accounted as unsecured loan from promoters and as per Ind AS 32, said amount due to promoters is treated as compound financial instrument and bifurcated into other equity of '' 10.76 crore and '' 1.24 crore by discounting the amount @12% pa for a tenure of 20 years.

(iii) During the previous year, as per request of the Promoters, consortium of lenders granted their approval for the conversion of loan mentioned above in 18.5 (i) into equity shares of the Company. Pursuant to the approval of the shareholders of the Company at the extra ordinary general meeting held on July 15, 2021, the board of directors at its meeting held on July 20, 2021, has allotted, 14,38,00,000 equity shares at a price of '' 13.28 per share (including premium of '' 12.28 per share) to promoters / promoter group entity aggregating to '' 190,96,64,000 on conversion of aforesaid loan.

Consequent to the allotment of the equity shares as aforesaid, the paid up equity share capital of the Company stands increased from the '' 113,35,59,942/-, divided into 113,35,59,942 equity shares of '' 1/- each, to '' 127,73,59,942/-, divided into 127,73,59,942 equity share of '' 1/- each. Shareholding of promoters / promoter group increased from 15.43% to 24.95%.

18.6 Details of delays and defaults in payment of financial obligations

No instalment of Principal and Interest on Term Loan was outstanding as on 31.03.2023.

** Due to event of default, as per MRA lenders can exercise their right to convert the OCD''s in equity shares of the Company.

The debts of the Company, got restructured in Dec 2017, under Scheme for Sustainable Structuring of Stressed Assets (S4A). Part of the debt, assigned as unsustainable debt, and converted into Optionally Convertible Debentures (OCD), of '' 3483.25 crore, issued to respective lender banks.

During the previous year, the Company had not paid coupon interest @ 2.50% on OCDs of '' 78.37 crores (net of TDS) for FY 2021-22, due on March 31,2022, which was paid subsequently on 24.11.2022. Due to delay in overall debt servicing and default in payment of coupon rate interest, the lenders have classified the company''s account as Non - performing Assets (NPA) as per the RBI regulations. As a process the Stresses Assets Resolution Group (SARG) of SBI has initiated Corporate Insolvency Resolution Process (CIRP) of the Company before the Hon''ble National Company Law Tribunal (NCLT) which was also disclosed in the stock exchanges. The Company is actively pursuing the matter with SBI & other lenders and is confident to resolve the matter soon.

As on date, the Company''s account is fully regular with all the lenders including SBI and there is no overdue outstanding. Based on the same, some of the lenders have already upgraded the Company''s account status to "Standard and Regularâ category, while other lenders are considering the upgrade.

* Deferred tax assets on carry forward losses and unabsorbed depreciation is '' 894.15 crore. However, it is recognised to the extent of deferred tax liabilities other than arising on fair valuation of PPE and Investment on conservative basis.

* Pursuant to the Taxation Laws (Amendment) Act, 2019, domestic companies have an option to pay corporate income tax at a concessional rate of 25.17% including surcharge and cess (new tax rate), subject to certain conditions, w.e.f. financial year commencing from April 1, 2019 and thereafter. If the said option is chosen, the company will be exempted from the provisions of Minimum Alternate Tax under section 115JB of Income Tax Act 1961; however the company will have to forego certain prescribed incentives/ deductions.

The Company can choose such option for any year starting from FY 2019-20 or any subsequent year. However, once the said option of paying tax under the new tax rate is chosen, the Company cannot withdraw and go back to the old rates of tax. As at March 31, 2023, the Company has made an evaluation of the impact of the aforesaid option and decided not to opt for the new tax rate for financial year 2022-23. Accordingly, the Company will continue to be governed under the existing tax regime. The Company will re-assess the impact of said option in subsequent financial years and take an appropriate decision for the said years at relevant point of time.

The Company manages Gratuity obligation through Trust. The Company arranges the fund based on the actuarial valuation and requirement of the Trust.

The expected contributions for Defined Benefit Plan for the next financial year will be ''27.57 crore (PY ''23.76 crore).

The average duration of the defined benefit plan obligation at the end of the period is 5.17 (PY 5.14). These gratuity plan typically expose the company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

Salary risk

33.2 Defined contribution plan Provident fund

				As at	As at
				March 31,2023	March 31, 2022
				(In '' Crore)	(In '' Crore)
38	Contingent liabilities and commitments
	(I)	Contingent liabilities
		(a)	In respect of disputed demands/claims against the Company not acknowledged as debts:
	(i)	Central excise matters		11.42	12.16
	(ii)	Trade tax matters		56.91	57.02
	(iii)	Income Tax matters		7.10	1.99
	(iv)	Recompense payable (refer note 43(b))		377.19	328.03
	(v)	Other claims		195.15	53.05
				647.77	452.25
		(b)	Securities
	The Company has furnished securities on behalf of related party			661.25	661.25
	(fair value of these securities as on 31.03.23 is '' 1,855.98 crore)
		(c)	Interest payable on promoters loan ( refer note 43 (c) & (d)) is not determinable	-	-

(d) Pursuant to the scheme for sustainable structuring of stressed assets (S4A Scheme) for restructuring of certain outstanding debts of the Company [refer note no. 43 (d) for details], the Company has allotted optionally convertible debentures (OCDs) aggregating to '' 3,483.25 crore to JLF lenders. The OCDs carry a yield to maturity (YTM) at the agreed yield rate accruing on an annual basis as a contractual obligation, starting from the allotment date. The said YTM is payable as premium on redemption along with the relevant principal amount on each redemption date [refer note no. 18.2]. The OCDs provides the lenders an option to exercise the right to convert the outstanding OCDs into the equity shares of the Company at a price in accordance with applicable law (including the ICDR Regulations). Since premium to be paid is contingent on the occurrence of the event of redemption of OCDs, the YTM of '' 2,262.73 crore from the date of allotment of OCD till the year end is treated as contingent liability and would be accounted for as finance cost at the time of redemption of respective OCDs.

(e) All the loans outstanding on balance sheet date have been used for the purpose for which it was taken.

	(II) Commitments
	Estimated amount of contracts remained to be executed on capital account and not provided for (net of advances).	0.48	1.03
39	Earnings per share
	(i) Net profit/ (loss) after tax as per statement of profit and loss	(147.74)	(218.25)
	(ii) Weighted average number of equity shares used as denominator for calculating basic EPS (crore)	124.45	120.11
	(iii) Weighted average number of equity shares used as denominator for calculating diluted EPS (crore)*	124.45	120.11
	(iv) Basic earnings per share	(1.19)	(1.82)
	(v) Diluted earnings per share	(1.19)	(1.82)
	(vi) Face value per equity share	Re.1/-	Re.1/-
*Equity shares to be issued on conversion of optionally convertible debentures and on loan from promoters (refer note no. 18.2 and 18.5) are not determinable as on balance sheet date.

40 Foreign currency exposure that are not hedged by derivative instruments as on March 31, 2023 amounting to SGD 0.24 crore (P.Y. SGD 0.24 crore) in respect of loan given to subsidiary.

41 As per Ind AS 108- "Operating segmentâ, segment information has been provided under the notes to consolidated financial statements (refer note 41 to the consolidated financial statements).

1 Related party relationship is as identified by the Company based on the available information.

2 No amount has been written off or written back during the year in respect of debts due from or to related parties except for w/o of Anand Engineering Limited

3 Restructured term loan from banks aggregating to ''4,234.37 crore (P.Y. '' 4,778.73 crore)are secured by personal guarantee of Mr.Kushagra Bajaj (Chairman) and corporate guarantee by M/s Bajaj International Realty Private Limited (a promoter group company) and pledge of entire shares held by the promoters of the Company.

5 Fair value of investment in equity shares of Bajaj Aviation Private Limited is '' Nil (P.Y. '' Nil), equity shares of Lalitpur Power Generation Company Limited is '' 2,161.59 crore (P.Y. '' 770.13 crore), ZOCD in Phenil is '' 361.04 crore (P.Y. '' Nil) and equity shares of Bajaj Power venture Private Limited is '' 648.06 crore (P.Y. '' Nil).

43 a) On the request of the Company, the Joint lenders'' forum (JLF Lenders) led by State Bank of India has approved the corrective action plan for restructuring of credit facilities on December 03, 2014 under JLF route in accordance with the applicable framework and guidelines issued by Reserve Bank of India. Accordingly a Master Restructuring Agreement (MRA) has been signed on December 30, 2014 among the Company and JLF lenders, by virtue of which the restructured facilities are governed by the provisions specified in the said MRA. The cut- off date for restructuring under JLF route is July 31, 2014.

b) The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the company is contingent on various factors including improved performance of the company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2023 payable to the JLF lenders as per MRA is approximately ''377.19 crore (PY '' 328.03 crore) for the company.

c) As per terms of above restructuring approved by lenders, the Promoters were required to bring promoter contribution amounting to ''200 crore in phased manner till September 2015 in the form of equity capital/preference capital/unsecured loan/other similar instruments. An amount of ''200 crore has been brought by promoters as unsecured loan within stipulated period.

d) For restructuring of certain outstanding debts of the company, the Joint lenders'' forum (JLF) of the Company adopted the scheme for sustainable structuring of stressed assets (S4A Scheme) with reference date as June 23, 2017, which was approved by the overseeing committee (OC) on November 30, 2017. As per the S4A Scheme, the total fund based debt of '' 8,284.59 crore (including funded interest of '' 354.51 crore), were bifurcated in two parts - 57.81% as Part A (Sustainable Debt) amounting to '' 4,789.34 crore to be serviced as per existing terms and conditions of these debts and remainder 42.19% as Part B (Unsustainable Debt) amounting to '' 3,495.25 crore. While a sum of ''12.00 crore has been adjusted against the consideration payable to promoters towards transfer of 11,99,87,344 equity shares, at a price of Re 1/- per equity share, to JLF lenders and the balance '' 3,483.25 crore has been converted into optionally convertible debentures allotted to the JLF lenders. Further the MFA (Master Framework Agreement) has an observation to recover the outstanding loans and advances, as specified in agreement, in phased manner, but no time line has been stipulated.

After the issue of fresh share against conversion of debt the Shareholding of promoters / promoter group increased from 15.43% to 24.95%

45 Financial risk management

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

A Credit risk

B Liquidity risk

C Market risk

The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions. i) Interest rate risk

ii) Inventory Price risk

ini Foreign exchange risk

46 Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and

disclosing the fair value of financial instruments by valuation technique.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

c) Non-listed shares and other securities fall within level 2 of the fair value hierarchy. Valuation is based on the observable market approach EV/EBIDTA multiple.

d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.

e) Unlisted debt instruments fall within level 3 of the fair value hierarchy. Valuation is based on discounted cash flow method.

Set out below is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments that are recognised in the financial statements.

During the year ended March 31,2023 & March 31,2022 there was transfers between level 2 and level 3 fair value hierarchy.

Investment in equity shares of unlisted company is now shifted from Level 3 to Level 2 based on change in fair valuation approach from NAV to observable market.

Following table shows the reconciliation from the opening balances to the closing balances of the level 3 values.

47 The Company has exposure aggregating to ''2,446.66 in its subsidiaries, by way of investments, loans, accumulated interest on these loans. Management is of the view that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investments, loans, and the diminution/provisions, if any exists, is only of temporary nature and accordingly no provision, other than those already accounted for, has been considered necessary. Auditors have drawn emphasis of matter in their audit report. Further on the basis of principle of conservatism and prudence, the Company has not recognised interest income for the year ended on March 31, 2023, of '' 112.43 crore, on inter corporate loans, as and when it is realized it will be recognized in the books.

50 The Company and its erstwhile subsidiary Bajaj Hindusthan Sugar & Industries Limited (BHSIL, merged with the Company in 2010) had made requisite minimum capital investment and established an aggregate of 11 new sugar mills and 4 distillery units and also expanded capacity of sugar mills during the years 2004 to 2008. All those mills were established & commercial production started within the time prescribed under the policy i.e. 31st March, 2008. As per the Sugar Industry Promotion Policy, 2004 announced by the Government of Uttar Pradesh, the Company was entitled to various benefits in the form of grant of certain exemptions / incentives as also reimbursements of certain expenses and capital subsidy, available to the eligible entrepreneurs based on the requisite investments in setting up new mills and on capacity expansion of sugar units in state of U.P. On making the requisite investment within prescribed period of implementation, the "Eligibility Certificateâ has already been received for the Company and further procedural instructions have also been issued by the State authorities to file information through each jurisdictional authority in the respective districts to allow the benefits to the 7 new sugar mills and 3 distilleries on starting their commercial production. However the same is awaited for 1 Sugar unit of BHSL and 3 new sugar mills, 1 distillery and for expansion of 1 mill of erstwhile BHSIL. All the claims have been filed by the Company within stipulated time as per the scheme. Till date the Company has also availed & received partial benefits including reimbursement of capital subsidy amount. However, due to an abrupt withdrawal / discontinuation of policy in the year 2007, the balance amount of benefits and the eligibility certificate and procedural instructions to file information in respect of these 4 new sugar mills and one distillery and further for expansion of one mill of erstwhile subsidiary BHSIL (subsequently merged with the company) is held up. Consequently, the Current Assets include a sum of ''592.38 crore towards the aforesaid claims under 2004 Policy. Since the authorities started denying the benefits so the company challenged it in the Hon''ble High Court of Allahabad all such denial orders of the Government based on the abrupt

withdrawal / discontinuing the policy with effect from 04.06.2007. Basically the withdrawal of the policy w.e.f. 04.06.2007 was a preponing process of date of completion of projects i.e. 31.03.2008 which otherwise was not relevant in the case of the Company since it has already completed the installation and started the commercial production within the prescribed date and became eligible to avail the benefits as envisaged. The Hon''ble High Court upheld the stand of the Company and further held that the withdrawal of sugar promotion policy was arbitrary and without the application of mind. The Government of U.P. preferred to file an SLP before the Hon''ble Supreme Court against the orders of the Hon''ble High Court of Allahabad. The Hon''ble Supreme Court turned down the stand of the Government of U.P. and declined to interfere in the order of the Hon''ble High Court vide its order dated 07.03.2018.

In the contempt petition filed by the Company in Hon''ble Supreme Court, the Court expressed the view that the matter involves issues which cannot be determined while exercising contempt jurisdiction. Hence the petitioner (the Company), may approach the Court having original jurisdiction for the matter. The Company has filed the writ petition in the Hon''ble High Court of Allahabad; presently the matter is sub-judice in the Hon''ble High Court of Allahabad.

While cane prices are fixed by the State Government, sugar prices are totally market driven and are dependent on demand supply dynamics which at times lead to a complete mismatch between the cane price and sugar prices. To mitigate the said sugar price risk, Government had fixed Minimum Selling Price (MSP) of Sugar at '' 31 per kg below which no sugar mills can sell sugar in market. Industry, Indian Sugar Mills Association (ISMA), National Federation of Co-operative Sugar Factories (NFCSF) are advocating for an increase in MSP to the level of '' 38-40 per kg which the government will have to implement at the earliest. Also, the Government has implemented monthly release mechanism to regulate sugar supplies in the market so that prices remain firm.

Further, a sizeable portion of cane/sugar is diverted towards manufacturing of ethanol. There is a big push from the Government side to increase the ethanol production which will boost up the sugar Industry scenario and will have a positive impact both on sugar realisation and ethanol production, increased ethanol prices etc. Presently, the Government has put a great thrust on promoting ethanol production and has planned to increase the ethanol blending in petrol up to 20% by 2025. Ethanol will turn around the economic dynamics of the sugar industry positively.

The Company''s investment in equity shares of group''s power business have good potential of an upside as per its fair value resulting into improvement in the net worth of the Company.

BHSL is the largest integrated Sugar and Ethanol manufacturing company in India with 14 sugar factories (1.36,000 TCD) , 6 Distilleries (800 KLD) and cogeneration (449 MW) facilities and crushes around 14% of the total sugar cane grown in the State of Uttar Pradesh. The Company has huge potential for improvement and growth due to its scale, size and vintage.

The Company is continuously striving to improve its operational efficiency and operating parameters by way of improvement in sugar recovery, increase in production of alcohol/ ethanol by using B heavy molasses, increase in revenue of by-products by improved realisations, saving in bagasse, increase

in cogen export etc, reduction of overheads, finance, other costs and monetization of certain noncore assets etc.

The Company is leaving no stone unturned including regular interaction with farmers, putting effort on cane development activities, awareness for better farm practices, cane variety propagations, etc to increase its cane availability of good quality.

The debt restructuring as per RBI''s S4A Scheme has somewhat improved the Company''s liquidity position. However, keeping in view the status of outstanding cane dues and funds for servicing debt obligations, the Company is further discussing with the lenders a debt resolution plan to have a lasting solution to improve its liquidity. The resolution plan envisages reduction of its overall debt, realignment of its capital structure, payment of cane dues of farmers, increasing cane availability and supply etc. The Company is also exploring/ evaluating various options for corporate restructuring to streamline the business and enhance the Company''s value.

The Company has plans to improve its quality of sugar also by improving upon color (ICUMSA) of sugar, increasing refined sugar capacity, entering branded sugar segment, increasing sale to Institutionalbuyers whichwill give betterbrand equity to sugarwith improved realization i.e., pushing from commodity to brand. All these measures are expected to turn around the operations of the sugar industry on a sustainable basis. The Company also expects to receive accrued benefits of '' 1,758 Cr including interest as on March 31,2023, under the Sugar Industries Promotion Policy 2004 for which it is entitled as per court orders but presently, the matter is sub-judice.

53 Capital Management

There has not been any change in its objectives, policies and processes for managing capital from previous year. The Company is not subject to any externally imposed capital requirements.

1 Current ratio: Current ratio decrease by 15.50% mainly due to reduction in loans and advances given to others, reduction in trade receivable and lower inventory.

2 Debt equity ratio: Debt equity ratio improve by 43.30% mainly due to repayment of borrowings and improvement in net worth.

3 Debt service coverage ratio: Debt service coverage ratio decrease by 11.88% mainly due to outstanding coupon interest on OCD as on 31.03.2022 and partial instalment of March 2022 was paid ware paid during the current year FY 2022-23.

4 Return on equity ratio: Return on equity ratio increase by 46.60% mainly due to reduction in loss after taxes.

5 Trade receivable ratio: Trade receivable ratio improve by 37.63% mainly due to decrease in closing trade receivable and increase in turnover.

6 Net capital turnover ratio: Net capital turnover ratio increase by 130.19% being working capital change from positive to negative in FY 2022-23 mainly due to decrees in current assets - lower trade debtors, inventory and loans and advances given.

7 Net profit ratio: Net profit ratio improved by 39.22% due to increase in sale and decrease in loss after tax.

8 Return on capital employed (ROCE): ROCE improved by 65.16% due to increase in earing before interest and taxes (EBIT).

55 Additional disclosure requirement as per schedule III:

c) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

d) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

56 Events after reporting date:

There have been no events after the reporting date that requires disclosure in standalone financial statements.

57 The financial statements were approved for issue by the Board of Directors, at its meeting held on May 29, 2023

58 Previous year figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/ disclosures.

Mar 31, 2018

1 Corporate information:

âBajaj Hindusthan Sugar Limited (âthe Companyâ) is a public limited company incorporated in India under the provisions of the Companies Act and its shares are listed on BSE Ltd. and National Stock Exchange of India Ltd. The registered office of the Company is situated at Golagokarannath, Lakhimpur - Kheri, District Kheri, Uttar Pradesh - 262 802, and its principal place of business is at TC-13, Vibhuti Khand, Gomti Nagar, Lucknow - 226 010. The Company is engaged in the manufacture of sugar, alcohol and generation of power.

The Standalone financial statements of the Company are for the year ended March 31, 2018 and are prepared in Indian Rupees being the functional currency. The values in Indian Rupees are rounded to crore, except otherwise indicated.

Nature and description of reserve:

- Capital Redemption Reserve: Whenever Company redeems its preference shares or buys its own shares which reduces its share capital, then capital redemption reserve is created by face value of its shares.

- Securities Premium Reserve: The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve.

- General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the Companies Act, 2013.

- Molasses Storage Reserve Fund is created as per provisions under Molasses Control (Regulation of Fund and Erection of Storage Facilities) Order,1976.

- Retained Earnings: Remaining portion of profits earned by the Company till date after appropriations.

2.1 34,83,24,626 (P.Y. nil) Unlisted, Unrated, Redeemable, Optionally Convertible Debentures (Series 1/2017-18) of Rs.100/- each issued on Preferential basis to the lenders in accordance with S4A Scheme on December 18, 2017. Debentures are to be redeemed in 13 equal annual instalments starting from March 31, 2025. The coupon rate for year 1 & 2 is 0.01% p.a., for year 3 & 4 is 1.00% p.a. and thereafter 2.50% p.a, payable annually on the last date of every financial year. The redemption premium is payable on redemption of debentures to be decided by lenders at going weighted average interest cost so that there is no NPV loss to the lenders.

On occurrence of event of default, lenders have the right to convert all outstanding debentures into equity shares at the conversion price to be determined in accordance with guidelines of RBI.

Due to losses incurred by the Company during the year, Debenture Redemption Reserve as required by Section 71 of the Companies Act, 2013 has not been created.

2.2 Details of securities

(i) Term Loans and debentures from Banks are secured on first pari-passu charge basis, by way of mortgage over all immovable fixed assets and hypothecation over all movable fixed assets (both present and future) of the Company, on first pari-passu charge by way of hypothecation over all current assets (both present and future) of the Company. The said loans are further secured by personal guarantee of Managing Director (Promoter) and corporate guarantee by a promoter group company, pledge of entire shares held by the Promoters of the Company and 33,00,001 shares of Bajaj Energy Ltd. held by promoters group company.

(ii) The Sugar Development Fund loan (SDF) from Government of India is secured on exclusive second charge basis, by hypothecation of the whole of movable fixed assets and properties and by mortgage on the whole of immovable fixed assets and properties of the concerned sugar unit of the Company.

2.3 Loan from promoters

(i) As per terms of restructuring approved by lenders, the promoters are required to bring promoter contribution amounting to Rs.200 crore in phased manner till September 2015 in the form of equity capital/preference capital/ unsecured loan/other similar instruments. An amount of Rs.200 crore has been brought by promoters as unsecured loan within stipulated period. Interest, if any, payable shall be determined after the restructuring period is completed. Presently, said amount is treated as unsecured loan with the option to convert into equity/preference or any other similar instrument. As per Ind AS 32, contribution amount received is classified as compound instrument bifurcated into Rs.64.22 crore as debt and Rs.135.78 crore as other equity by discounting the amount @12% pa for a tenure of 10 years. The unwinding of discount in subsequent periods on loan component is recognised in the statement of profit & loss.

(ii) As per the approved restructuring of loan under S4A Scheme, promoter/promoters group has transferred 11,99,87,344 equity shares of Rs.1/- per equity share to lenders as per overseeing committee recommendation as part payment of unsustainable debt. Consequently, the consideration amount of Rs.11,99,87,344 is accounted as unsecured loan from promoters and as per Ind AS 32, said amount due to promoters as treated as compound financial instrument and bifurcated into other equity of Rs.10.76 crore and Rs.1.24 crore by discounting the amount @12% p.a for a tenure of 20 years.

2.4 The principal of Rs.133.09 crore on term loan are due on March 31, 2018.

Working capital loan from Banks are secured on first pari-passu charge basis, by way of mortgage over all immovable fixed assets and hypothecation over all movable fixed assets (both present and future) of the Company, on first pari-passu charge by way of hypothecation over all current assets (both present and future) of the Company. The said loans are further secured by personal guarantee of Managing Director (Promoter) and corporate guarantee by a promoter group company, pledge of entire shares held by the Promoters of the Company.

The Company had recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in stock as on March 31, 2018 of Rs. Nil ( Rs.166.47 crore) as per the estimated pattern of despatches. During the year, Rs.95.99 crore was utilised for clearance of goods till June 30, 2017. Since the GST (Goods and Services Tax) has been implemented w.e.f. July 01, 2017, no provision is recognised for the year, as GST is payable on supply of goods. Excess provision of Rs.70.48 crore (P.Y. Rs. Nil) is reversed during the year.

This is a defined benefit plan and statutory liability of the Company. The Company has to pay the Gratuity to the employees as per the provisions of The Payment of Gratuity Act 1972 irrespective of the availability of the funds with the Gratuity Fund.

The Gratuity Liability is computed on actuarial valuation basis done at year end using the Project Unit Credit Method is provided for in the books of account and is based on a detailed working done by a certified Actuary. Past service cost is recognised immediately to the extent that the benefits are already vested.

Company manages Gratuity obligation through Trust. Company arranges the fund based on the actuarial valuation and requirement of the Trust.

The expected contributions for Defined Benefit Plan for the next financial year will be in line with financial year 2017-18.

These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

Salary risk

c. Provident fund

The Company has an obligation to fund any shortfall on the yield of the trustâs investments over the administered interest rates on an annual basis. These administered rates are notified by the Government annually. The actuary has provided a valuation based on the below provided assumptions and there is no shortfall as at March 31, 2018.

d. Share-based payment

Erstwhile Bajaj Hindusthan Sugar & Industries Limited, which was merged with the Company w.e.f. 01.04.2010, had formed Employees Stock Option Plan (ESOP) in 2007. All options granted have either been expired or exercised.

3 Foreign currency exposure that are not hedged by derivative instruments as on March 31, 2018 amounting to SGD 0.24 crore (P.Y. SGD 0.24 crore) in respect of loan given to subsidiary.

4 As per Ind AS 108 - âOperating segmentâ, segment information has been provided under the notes to consolidated financial statements (refer note 38 to the consolidated financial statements).

5 The disclosures in respect of Related Parties as required under Ind AS 24 âRelated Party Disclosuresâ is stated herein below:

Notes:

1 Related party relationship is as identified by the Company based on the available information and relied upon by the auditors.

2 No amount has been written off or written back during the year in respect of debts due from or to related parties.

3 Rent received Rs.7.56 crore (P.Y. 7.56 crore) from Bajaj Aviation Pvt. Ltd, Rs.3.19 crore (P.Y. Rs.3.17 crore) from Bajaj Energy Ltd and Lalitpur Power Generation Company Ltd Rs.0.21 crore (P.Y. Rs.0.21 crore).

4 Interest received includes â104.47 crore (P.Y. Rs.104.47 crore) from Bajaj Power Generation Private Limited and Rs.2.93 crore (P.Y. â2.93 crore) from Bajaj Aviation Pvt Ltd. on loan given to them.

5 Remuneration includes â1.84 crore (P.Y. Rs.1.76 crore) to Mr. Kushagra Bajaj, and Rs.0.99 crore (P.Y. Rs.0.92 crore) to Mr. A.K. Gupta.

6 Rent paid includes Rs.0.93 crore (P.Y. Rs.0.87 crore) to Bajaj Capital Ventures Pvt. Ltd , Rs.2.22 crore (P.Y. Rs.2.08 crore) to Shishir Bajaj Family Trust, Rs.0.88 crore (P.Y. Rs.0.86 crore) to Bajaj Resources Ltd. and Rs.2.12 crore (P.Y. Rs.0.56 crore) to Abhitech Developers Pvt. Ltd.

7 Advance lease rent received Rs.0.21 crore (P.Y. Nil) from Lalipur Power Generation Company Ltd.

8 Advance rent paid Rs.4.25 crore (P.Y. Nil) to Abhitech Developers Pvt. Ltd.

9 Loan taken Rs.6.50 crore (P.Y. Nil) from Shishir Bajaj Family Trust, Rs.4.11 crore (P.Y. Nil) from Lambodar Stocks Pvt. Ltd. and â1.39 crore (P.Y. Nil).

10 Loans given including interest includes Rs.104.42 crore (P.Y. Rs.104.41 crore) to Bajaj Power Generation Private Ltd., Rs.2.93 crore (P.Y. â2.93 crore) to Bajaj Aviation Pvt Ltd and â0.78 crore (P.Y. Rs.0.65 crore) due to change in currency rate to Bajaj Hindusthan (Singapore) Pvt. Ltd.

11 Security deposit repaid Rs.5.82 crore (P.Y. Rs.0.42 crore) from Abhitech Developers Pvt. Ltd.

12 Restructured term loan from banks aggregating to Rs.6,790.77 crore are secured by personal guarantee of Mr. Kushagra Bajaj (Managing Director) and corporate guarantee by M/s Bajaj International Realty Private Ltd. (a promoter group company) and pledge of entire shares held by the promoters of the Company.

13 The transactions with related parties are made on terms equivalent to those that prevail in armâs-length transactions. Outstanding balances year-end are unsecured except as stated above and settlement occurs in cash.

6 a) At the request of the Company, the Joint lendersâ forum (JLF Lenders) led by State Bank of India has approved the corrective action plan for restructuring of credit facilities on December 03, 2014 under JLF route in accordance with the applicable framework and guidelines issued by Reserve Bank of India. Accordingly, a Master Restructuring Agreement (MRA) has been signed on December 30, 2014 among the Company and JLF lenders, by virtue of which the restructured facilities are governed by the provisions specified in the said MRA. The cutoff date for restructuring under JLF route is July 31, 2014.

b) The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the Company is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2018 payable to the JLF lenders as per MRA is approximately â144.79 crore for the Company.

c) As per terms of above restructuring approved by lenders, the Promoters were required to bring promoter contribution amounting to â200 crore in phased manner till September 2015 in the form of equity capital/ preference capital/unsecured loan/other similar instruments. An amount of Rs.200 crore has been brought by promoters as unsecured loan within stipulated period.

d) For restructuring of certain outstanding debts of the Company, the Joint lendersâ forum (JLF) of the Company adopted the scheme for sustainable structuring of stressed assets (S4A Scheme) with reference date as June 23, 2017, which was approved by the overseeing committee (OC) on November 30, 2017. As per the S4A Scheme, the total fund-based debt of Rs.8,284.59 crore (including funded interest of Rs.354.51 crore), were bifurcated in two parts - 57.81% as Part A (Sustainable Debt) amounting to Rs.4,789.34 crore to be serviced as per existing terms and conditions of these debts and remainder 42.19% as Part B (Unsustainable Debt) amounting to Rs.3,495.25 crore. While a sum of Rs.12.00 crore has been adjusted against the consideration payable to Promoters towards transfer of 11,99,87,344 equity shares, at a price of Rs.1/- per equity share, to JLF lenders and the balance Rs.3,483.25 crore has been converted into optionally convertible debentures allotted to the JLF lenders.

Promoter / Promotersâ group has transferred 11,99,87,344 (10.59%) equity shares, at Rs.1/- per equity share, to JLF lenders, resulting in reduction of Promoter holding from 26.02% to 15.43% in accordance with the S4A Scheme.

e) âFinance Costâ includes a sum of Rs.354.51 crore, which instead of being paid in cash have been converted into OCDs as a part of âUnsustainable Debtâ in accordance with the S4A Scheme, resulting into substantial savings of cash outflow during the year. The OCDs are redeemable by paying the Principal Amount together with YTM accrued till the date of respective redemption date in 13 equal annual instalments, commencing at the end of financial year 2024-25.

7 Details of Loans given, investment made and guarantee given covered under Section 186(4) of the Companies Act, 2013:

- Investment made are given under note 4

- Loan given to subsidiaries are given under note 11

8 Financial Risk Management

The Companyâs activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

A Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. Company is exposed to credit risk from trade receivables and deposits with banks. To manage this, Company periodically assesses the financial reliability of customers, taking into account loan given factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. Concentrations of credit risk are limited as a result of the Companyâs large and diverse customer base. Company has also taken advances and security deposits from its customers / agents, which mitigate the credit risk to an extent. The ageing of trade receivable is given below:

Following table summarises the change in loss allowances measured using life time expected credit loss model. No significant changes in the estimation techniques or assumption were made during the period.

Company considers factors such as track record, size of the institution, market reputation and service standards to select the comparative banks with which loan/term deposits are maintained. Generally, term deposits are maintained with banks with which Company has also availed borrowings.

B Liquidity risk

Liquidity risk is the risk that a Company may encounter difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The Group monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs. The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

C Market risk

The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions.

i) Interest rate risk

Fluctuation in fair value or future cash flows of a financial instrument because of changes in market interest rates gives rise to interest rate risk. Almost 100% of the Companyâs borrowings are linked to SBI base rate rates of the banks. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

ii) Inventory price risk

The Company is exposed to the movement in price of principal finished product i.e. sugar. Prices of the sugar cane is fixed by government. Generally, sugar production is carried out during sugar cane harvesting period from November to April. Sugar is sold throughout the year which exposes the sugar inventory to the movement in the price. Company monitors the sugar prices on daily basis and formulates the sales strategy to achieve maximum realisation. The sensitivity analysis of the change in sugar price on the inventory as at year end, other factors remaining constant is given in table below:

iii) Foreign exchange risk

Foreign currency risk arises commercial transactions that recognised assets and liabilities denominated in a currency that is not Companyâs functional currency (INR). The Company is not exposed to significant foreign exchange risk at the respective reporting dates.

9 Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3 - Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

a) Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities and short-term borrowings carried at amortised cost is not materially different from its carrying cost largely due to short-term maturities of these financial assets and liabilities.

c) Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the net asset method.

d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.

Set out below is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments that are recognised in the financial statements.

During the year ended March 31, 2018, there was no transfers between level 2 and level 3 fair value hierarchy. During the year ended March 31, 2017, there was no transfers between level 2 and level 3 fair value hierarchy.

Following table shows the reconciliation from the opening balances to the closing balances of the level 3 values.

10 During the current year and in past four years, Company has incurred losses resulting into reduction of net worth to that extent. The losses were mainly attributable to high raw material i.e. sugarcane price (as fixed by the Government) and relatively lower price of finished goods i.e. sugar and molasses (determined by market forces based on the demand-supply equation), both of which are external factors. As at year end, Company has overdue instalments of certain debts and dues payable to farmers for sugarcane purchases. The Company continues to operate at optimal levels and expects improvement in the operational efficiencies in the form of improvement in yield, sugar recovery, reduction of overheads, finance and other costs, sale of certain non-core assets etc. The debt restructuring concluded during the year as per RBIâs S4A Scheme, will result into improved liquidity during next 7 years. Also pursuant to a favourable Order of Honâble Supreme Court of India, the Company expects to receive benefits under the Sugar Promotion Policy 2004. In view of the above, the management expects to generate positive cash flow from operations and accordingly, the financial statements are continued to be presented on going concern basis, which contemplates realisation of assets and settlement of liabilities in the normal course of business.

11 Capital Management

There has not been any change in its objectives, policies and processes for managing capital from previous year. The Company is not subject to any externally imposed capital requirements.

12 The Proposal for sale of Co-Generation power business of the Company as was initiated in earlier years primarily for the purpose of utilising the sale proceeds towards repayment/ prepayment of Companyâs debt which has consequently been shelved as the Company has restructured loan under the scheme for sustainable structuring of stressed assets (S4A Scheme).

13 The financial statements were approved for issue by the Board of Directors, at its meeting held on May 26, 2018.

14 Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current yearâs classification/disclosures.

Mar 31, 2017

1. Foreign currency exposure that are not hedged by derivative instruments as on March 31, 2017 amounting to USD 0.24 crore (P.Y. USD 0.24 crore) in respect of loan given to subsidiary.

2. The disclosures in respect of Related Parties as required under Ind AS 24 ''Related Party Disclosures'' is stated herein below:

a) Details of related parties:

Name of related parties Description of relationship

A. Subsidiary companies

1. Bajaj Aviation Private Ltd. Wholly-owned subsidiary

2. Bajaj Power Generation Private Ltd. Wholly-owned subsidiary

3. Bajaj Hindusthan (Singapore) Private Ltd., Singapore Wholly-owned subsidiary

4. PT. Batu Bumi Persada, Indonesia Step down subsidiary

5. PT. Jangkar Prima, Indonesia Step down subsidiary

B. Directors and their relatives

1. Mr. Kushagra Bajaj Chairman & Managing Director (Also key management personnel)

2. Mr. Ashok Kumar Gupta Director (Group Operations) (Also key management personnel)

C. Enterprises over which key management personnel and their relatives are able to exercise significant influence

1. Abhitech Developers Pvt. Ltd.

2. Bajaj Capital Ventures Private Ltd.

3. Bajaj Infrastructure Development Company Ltd.

4. Bajaj Energy Ltd.

5. Bajaj Resources Ltd.

6. Bajaj Power Ventures Private Ltd.

7. Bajaj International Realty Private Ltd.

8. Shishir Bajaj Family Trust

9. SKB Roop Commercial, LLP

10. Lalitpur Power Generation Company Ltd.

Notes:

1 Related party relationship is as identified by the Company based on the available information and relied upon by the auditors.

2 No amount has been written off or written back during the year in respect of debts due from or to related parties.

3 Rent received Rs, 7.56 crore (P.Y. Rs, 7.56 crore) from Bajaj Aviation Pvt. Ltd., Rs, 3.17 crore (P.Y. Rs, 3.00 crore) from Bajaj Energy Ltd and Lalitpur Power Generation Company Ltd Rs, 0.21 crore (P.Y. Rs, 0.05 crore).

4 Interest received includes Rs, 104.47 crore (P.Y. Rs, 104.47 crore) from Bajaj Power Generation Private Limited and Rs, 2.93 crore (P.Y. Rs, 2.93 crore) from Bajaj Aviation Pvt Ltd. on loan given to them.

5 Remuneration includes Rs, 1.76 crore (P.Y. Rs, 1.77 crore) to Mr. Kushagra Bajaj, and Rs, 0.92 crore (P.Y. Rs, 0.86 crore) to Mr. A.K. Gupta.

6 Rent paid includes Rs, 0.87 crore (P.Y. Rs, 0.86 crore) to Bajaj Capital Ventures Pvt. Ltd. Rs, 2.08 crore (P.Y. Rs, 2.05 crore) to Shishir Bajaj Family Trust, Rs, 0.86 crore (P.Y. Rs, 0.32 crore) to Bajaj Resources Ltd. and Rs, 0.56 crore (P.Y. Rs, 2.45 crore) to Abhitech Developers Pvt. Ltd.

7 Loans given including interest includes Rs, 104.41 crore (P.Y. Rs, 104.42 crore) to Bajaj Power Generation Private Ltd. Rs, 2.93 crore (P.Y. Rs, 2.93 crore) to Bajaj Aviation Pvt Ltd and Rs, 0.65 crore (P.Y. Rs, 0.89 crore) due to change in currency rate to Bajaj Hindusthan (Singapore) Pvt. Ltd.

8 Security deposit repaid Rs, 0.42 crore (P.Y. Nil) from Abhitech Developers Pvt. Ltd.

9 Restructured term loan from banks aggregating to Rs, 7,007.19 crore are secured by personal guarantee of Mr. Kushagra Bajaj (Managing Director) and corporate guarantee by M/s Bajaj International Realty Private Ltd. (a promoter group company) and pledge of entire shares held by the promoters of the Company.

10 The transactions with related parties are made on terms equivalent to those that prevail in arm''s-length transactions. Outstanding balances year-end are unsecured and settlement occurs in cash.

3. As required by paragraph 46 inserted by vide notification dated March 31, 2009 to the Accounting Standard AS

11 "The Effect of Changes in Foreign Exchange Rate", as read with paragraph D13AA of appendix D of Indian Accounting Standard (Ind AS) 101 - First-time Adoption of Indian Accounting Standards, the Company had opted to adjust the exchange fluctuations on long-term monetary items to the carrying cost of fixed assets. The unamortized foreign exchange fluctuation capitalized to fixed assets, amount of Rs, 313.65 crore (P.Y. Rs, 330.37 crore) as at March 31, 2017.

4. a) At the request of the Company, the Joint lenders'' forum (JLF Lenders) led by State Bank of India has approved

the corrective action plan for restructuring of credit facilities on December 03, 2014 under JLF route in accordance with the applicable framework and guidelines issued by Reserve Bank of India. Accordingly, a Master Restructuring Agreement (MRA) has been signed on December 30, 2014 among the Company and JLF lenders, by virtue of which the restructured facilities are governed by the provisions specified in the MRA. The cut-off date for restructuring under JLF route is July 31, 2014.

b) The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the Company is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2017 payable to the JLF lenders as per MRA is approximately Rs, 100.66 crore for the Company.

c) As per terms of restructuring approved by lenders, the Promoters were required to bring promoter contribution amounting to Rs, 200 crore in phased manner till September 2015 in the form of equity capital/preference capital/unsecured loan/other similar instruments. An amount of Rs, 200 crore has been brought by promoters as unsecured loan within stipulated period.

d) As per the terms of MRA, interest payable on the term loan for the period from August 01, 2014 to July 31, 2016 would be converted into Funded Interest Term Loan (FITL). 70% of FITL shall be converted into equity. The shareholders approved the preferential issue of shares to lenders through postal ballot. Part of the FITL, has been converted into equity by allotment of 49,41,60,031 equity shares to lenders till March 31, 2017 at the premium of Rs, 20.77 per share.

5. Details of Loans given, investment made and guarantee given covered under Section 186(4) of the Companies Act, 2013.

- Investment made are given under note 4

- Loan given to subsidiaries are given under note 11

- Loans given to others and guarantees/securities given by the Company as at March 31, 2017 are as under:

6. During the year the Company proposed to sell its power business to Lalitpur Power Generation Co. Ltd. (LPGCL) on slump sale basis. The entire sales consideration is proposed to be used for part repayment of its certain secured loans. The Company will transfer land, building, plant and machinery and other associated equipment which are in exclusive use of power generation along with associated assets and liabilities, if any.

Approval of shareholders have been obtained as on May 01, 2017, final sanction from lenders, statutory and regulatory authorities are pending. The transaction is expected to be executed in financial year 2017-18. The assets proposed to be hived off are reported under power segment.

7.Financial Risk Management

The Companyâs activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which term deposits are maintained. Generally, term deposits are maintained with banks with which Company has also availed borrowings.

B Liquidity risk

Liquidity risk is the risk that a company may encounter difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The Group monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs. The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

C Market risk

The Company is exposed to the risk of movements in interest rates, inventory price and foreign currency exchange rates that affects its assets, liabilities and future transactions.

i) Interest rate risk

Fluctuation in fair value or future cash flows of a financial instrument because of changes in market interest rates gives rise to interest rate risk. Almost 100% of the Company''s borrowings are linked to SBI base rates of the banks. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

ii) Inventory price risk ^

The Company is exposed to the movement in price of principal finished product i.e. sugar. Prices of the sugar cane is fixed by government. Generally, sugar production is carried out during sugar cane harvesting period from November to April. Sugar is sold throughout the year which exposes the sugar inventory to the movement in the price. Company monitors the sugar prices on daily basis and formulates the sales strategy to achieve maximum realization. The sensitivity analysis of the change in sugar price on the inventory as at year end, other factors remaining constant is given in table below:

iii) Foreign exchange risk

Foreign currency risk arises commercial transactions that recognized assets and liabilities denominated in a currency that is not Company''s functional currency (INR). The Company is not exposed to significant foreign exchange risk at the respective reporting dates.

8. Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and disclosing the fair

value of financial instruments by valuation technique.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3 - Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

a) Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities and short-term borrowings carried at amortized cost is not materially different from its carrying cost largely due to short-term maturities of these financial assets and liabilities.

c) Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the net asset method.

d) Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.

e) Ind AS 101 allow Company to fair value Property, Plant and Equipment on transition. Company has fair valued certain land at fair value as deemed cost and the fair valuation is based on replacement cost approach falling within level 2 hierarchy.

Set out below is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments

that are recognized in the financial statements:

During the year ended March 31, 2017, there were no transfers between level 1 and level 2 fair value hierarchy. During the year ended March 31, 2016, there were transfers from level 1 to level 3 fair value hierarchy, due to cessation of associates.

Following table shows the reconciliation from the opening balances to the closing balances of the level 3 values:

9. In the past few years, Company incurred operational losses resulting into erosion of considerable net worth of the Company. The operational losses were mainly attributable to high sugarcane price and low sugar realization, particularly in case of sugar mills in the State of Uttar Pradesh. Sugar season 2015-16 and 2016-17 has brought respite for sugar mills after a long gap. Improvement in the sugar yield of sugar for sugarcane and sugar price has resulted in low sugarcane cost per quintal of sugar and better revenue generation. As at year end, Company has overdue installment of bank loan and interest and dues to farmers for cane purchase. Company is in the process of raising additional funds by way of sale of power business assets. Considering the future expected improvement in market scenario in coming years, Company expects generation of sustainable cash flows and accordingly the financial statement continue to be presented on a going concern basis, which contemplates realisation of assets and settlement of liabilities in the normal course of business.

a) Fair valuation as deemed cost for Property, Plant and Equipment

The Company have considered fair value for property viz. land with impact of '' 3,267.90 crore in accordance with stipulations of Ind AS 101 with the resultant impact on the transition date being accounted for in the opening reserves.

b) Fair value of Investments

The Company has valued financial assets (other than Investment in subsidiaries which are accounted at cost), at fair value on the transition date. Impact of fair value changes as on the date of transition, is recognized in opening reserves and changes thereafter are recognized in Profit and Loss Account or Other Comprehensive Income, as the case may be.

c) Provision for expected credit loss on trade receivables

The Company has made impairment for trade receivable as per simplified approach based on the life time expected credit loss model. The impact of Rs, 8.56 crore on the transition date is recognized in opening reserves and changes thereafter in Profit and Loss Account.

d) Loans

Advance of Rs, 8.69 crore to ESOP Trust has been reduced under treasury shares; corresponding effect taken in equity share capital and security premium.

e) Classification of trust shares

Company hold beneficial interest in BHL Security Trust which holds 3.11 crore shares of the Company allotted on amalgamation of its subsidiary Bajaj Sugar and Industries Limited in 2010. Company has also formed ESOP Trust under the ESOP scheme. Trust as at year end hold 0.18 crore equity shares. Under previous gap, these were classified as investment/advance. Under Ind AS, these shares are treated as treasury shares as per Ind AS 32 - Financial Instruments

- Presentation and shown as reduction from equity.

f) Other equity

Refer to note no. 49, on other equity reconciliation.

Gain / Loss on re-measurement of actuarial liabilities of defined benefit plan

Under previous gap, gain / loss on re-measurement of actuarial liabilities of defined benefit plan were accounted under Profit and Loss account. Under Ind AS, these are accounted under Other Comprehensive Income.

g) Classification of promoters'' loan and unwinding of discount

Promoters'' contribution of Rs, 200 crore (Rs, 175 crore up to March 31, 2015) was received during the period from Nov. 2014 to Sept. 2015 in terms of restructuring scheme approved by lenders. Under previous gap, said amount is treated as unsecured loan with the option to convert into equity/preference or any other similar instrument. No interest has been provided or paid on the said amount. As per Ind AS 32 contribution amount received is classified as compound instrument bifurcated into Rs, 64.22 crore as debt and Rs,135.78 crore as other equity (Rs, 56.20 crore as debt and Rs, 118.80 crore as other equity up to March 2015), by discounting the amount @12% p.a. for a tenure of 10 years. The unwinding of discount subsequent to transition date is recognized in Profit and Loss account.

h) Deferred tax liability

The impact of transition adjustments for computation of deferred taxes has resulted in charge to the Reserves, on the date of transition, with consequential impact to the Profit and Loss account for the subsequent periods.

i) Classification of Funded Interest Term Loan (FITL)

FITL loan to be converted into equity shares as per scheme of restructuring were classified as borrowing under previous gap. Under Ind AS, these are classified as equity. j) Reclassifications

The amounts of the previous gap stated above in the Balance Sheet as on March 31, 2015 and March 31, 2016 and Statement of Profit and Loss for the year ended March 31, 2016 are after considering the regrouping and reclassification of the line items as per Ind AS financial statement.

Notes:

a) Promoters'' contribution of Rs, 200 crore (Rs, 175 crore up to March 31, 2015) was received during the period from Nov. 2014 to Sept. 2015 in terms of restructuring scheme approved by lenders. Presently, said amount is treated as unsecured loan with the option to convert into equity/preference or any other similar instrument. No interest has been provided or paid on the said amount. As per Ind AS 32 contribution amount received is classified as compound instrument bifurcated into Rs, 64.22 crore as debt and Rs, 135.78 crore as other equity (Rs, 56.20 crore as debt and Rs, 118.80 crore as other equity up to March 2015), by discounting the amount @12% p.a. for a tenure of 10 years.

b) Provision for expected credit loss has been made as per the provision policy in accordance with Ind AS 109.

c) Deferred tax impact of fair valuation of plant, property and equipment and fair valuation of financial instruments, has resulted charge on reserve, on the date of transition, with consequential impact to the statement of profit and loss for the subsequent periods.

As per Ind AS 19 - Employee Benefits, actuarial gains and losses are recognized in other comprehensive income as compared to being recognized in the statement of profit and loss under previous GAAP.

d) FITL (funded interest term loan) pending for conversion to equity on 31.03.2016 reclassified to other equity from short-term borrowings as per Ind AS 32.

e) The Company has valued financial assets (other than investment in subsidiaries, associate and joint ventures which are accounted at cost), at fair value. Impact of fair value changes as on the date of transition, is recognized in opening reserves / retained earnings and changes thereafter are recognized in other comprehensive income (FVOCI).

f) The Company has considered fair value for property, viz. land in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves.

g) Company hold beneficial interest in BHL Security Trust which holds 3.11 crore shares of the Company allotted on amalgamation of its subsidiary Bajaj Sugar and Industries Limited in 2010. Company has also formed ESOP Trust under the ESOP Scheme. Company has an advance Rs, 8.69 crore to ESOP Trust which hold 0.18 crore equity shares. Under previous GAAP, these were classified as investment/advance. Under Ind AS, these shares are treated as treasury shares as per Ind AS 32 - Financial Instruments - Presentation and shown as reduction from equity.

a) As per Ind AS 19, employee benefits, actuarial gains and losses are recognized in other comprehensive income and not reclassified in profit and loss in subsequent years.

b) Interest Rs, 7.50 crore towards unwinding of discount on promoters loan, as per Ind AS 32 financial instruments.

c) Provision for expected credit loss on trade receivables of Rs, 5.35 crore.

d) Deferred tax impact of fair valuation of property, plant and equipment has been charged to the statement of profit and loss.

e) Other comprehensive income includes subsequent fair valuation of financial assets (net of tax) and actuarial gain / (loss) on valuation of defined benefits obligation.

10. The financial statements were approved for issue by the Board of Directors, at its meeting held on May 25, 2017.

11. Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current year''s

classification/disclosures.

Mar 31, 2016

Funded Interest Term Loan (FITL) from Banks are secured on first pari passu charge basis, by way of mortgage over all immovable fixed assets and hypothecation over all movable fixed assets (both present and future) of the Company, on first pari passu charge by way of hypothecation over all current assets (both present & future) of the Company. The said loans are further secured by personal guarantee of Managing Director (Promoter) and corporate guarantee by a promoter group company, pledge of entire shares held by the promoters of the Company,

* Lalitpur Power Generation Company Limited (LPGCL) has ceased to be an associate of the Company w.e.f. March 03, 2016 consequent upon allotment of further equity shares by LPGCL on March 03, 2016 resulting in reduction of the Company''s shareholding from 20.97% to 18.87%

# These investments are pledged against loans taken by other company

* Includes Rs, 15.32 crore (P.Y. Nil) earmarked for specific purposes ** Includes Rs, 40.70 crore (P.Y. Rs, 27.40 crore) earmarked for specific purposes

Note : Loans and advances shown above are given for business purposes.

b) Investments by the loaners in the shares of subsidiaries:

Notes:

1. Related party relationship is as identified by the Company based on the available information and relied upon by the auditors.

2. No amount has been written off or written back during the year in respect of debts due from or to related parties.

3. Sale of capital goods includes Rs, 27,863/- (P.Y. Rs, 0.01 crore) to Lalitpur Power Generation Company Limited.

4. Sale of goods includes Rs, 34,483/- (P.Y. Nil) to Lalitpur Power Generation Company Limited.

5. Rent received Rs, 7.56 crore (P.Y. Rs,7.20 crore) from Bajaj Aviation Pvt. Ltd., Rs, 3.00 crore (P.Y. Rs, 2.78 crore) from Bajaj Energy Ltd. and Lalitpur Power Generation Company Ltd. Rs, 0.05 crore (P.Y. Rs, Nil).

6. Interest received includes Rs, 104.47 crore (P.Y. Rs, 103.63 crore) from Bajaj Power Generation Private Limited and Rs, 2.93 crore (P.Y. Rs, 2.98 crore) from Bajaj Aviation Pvt. Ltd. on loan given to them.

7. Purchase of stores of Rs, 0.26 crore (P.Y. Rs,0.10 crore) from Bajaj Energy Ltd.

8. Remuneration includes Rs, 1.77 crore (P.Y. Rs, 1.32 crore) to Mr. Kushagra Bajaj, and Rs, 0.86 crore (P.Y. Rs, 0.84 crore) to Mr. A.K. Gupta.

9. Rent paid includes Rs, 0.86 crore (P.Y. Rs, 0.85 crore) to Bajaj Capital Ventures Pvt. Ltd., Rs, 2.05 crore (P.Y. Rs, 2.02 crore) to Shishir Bajaj Family Trust , Rs, 0.32 crore to Bajaj Resources Ltd. and Rs, 2.45 crore to Abhitech Developers Pvt. Ltd.

10. Loan taken of Rs,25 crore (P.Y. Rs, 64.50 crore) from M/s SKB Roop Commercial LLP (a promoter group company).

11. Loans given including interest includes Rs, 104.42 crore (P.Y. Rs, 107.79 crore) to Bajaj Power Generation Private Ltd., Rs, 2.93 crore (P.Y. Rs, 2.68 crore) to Bajaj Aviation Pvt. Ltd. and Rs, 0.89 crore (P.Y. Rs, Nil) (due to change in currency rate) to Bajaj Hindusthan (Singapore) Pvt. Ltd.

12. Restructured term loan from banks aggregating to Rs, 6,812.19 crore are secured by personal guarantee of Mr. Kushagra Bajaj (Managing Director) and corporate guarantee by M/s Bajaj International Realty Private Ltd. (a promoter group company) and pledge of entire shares held by the promoters of the Company.

13. As required by paragraph 46 inserted vide notification dated March 31, 2009 to the Accounting Standard

AS-11 "The Effect of Changes in Foreign Exchange Rates", the Company had already opted to adjust the exchange

fluctuations on long-term monetary items to the carrying cost of fixed assets. The unamortized foreign exchange

fluctuation capitalized to fixed assets, amounts to Rs, 330.37 crore (P.Y. Rs, 355.34 crore) as at March 31, 2016.

14. (a) At the request of the Company, the Joint Lenders'' Forum (JLF lenders) led by State Bank of India has approved

(b) The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the company is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2016 payable to the JLF lenders as per MRA is approximately Rs, 57.55 crore for the company.

(c) As per the terms of restructuring approved by lenders, the Promoters were required to bring promoter contribution amounting to Rs, 200 crore in phased manner till September 2015 in the form of equity capital/ preference capital/unsecured loan/other similar instruments. An amount of Rs, 200 crore has been brought by promoters as unsecured loan within the stipulated period.

(d) As per the terms of MRA, interest payable on the term loan for the period from August 01, 2014 to July 31,

2016 would be converted into Funded Interest Term Loan (FITL). 70% of FITL shall be converted in to equity. The shareholders approved the preferential issue of shares to lenders through postal ballot. Part of the FITL, has been converted into equity by allotment of 47,74,17,863 equity shares to lenders till March 31, 2016 at a premium of Rs, 20.77 per share. The balance 1,67,42,168 shares have been allotted to lenders on April 06, 2016 at the premium of Rs, 20.77 per share.

15. Details of Loans given, investment made and guarantee given covered under Section 186(4) of the Companies Act, 2013:

- Investment made are given under note 13

- Loan given to subsidiaries are given under note 19

- Loans given to others and guarantees / securities given by the Company as at March 31, 2016 are as under:

16. The Company holds entire beneficial interest in BHL Securities Trust ("the Trust") that holds equity shares of the Company carried at Rs, 693.72 crore as at March 31, 2016, which were allotted to the Trust in 2010 pursuant to the Scheme of Amalgamation of its erstwhile subsidiary Bajaj Hindusthan Sugar and Industries Ltd. with the Company as approved by the Hon''ble Bombay High Court. The market value of these shares as at March 31, 2016 is Rs, 62.20 crore, resulting into substantial diminution in its value. The Company also holds unquoted non-convertible Preference Shares at Rs, 350.04 crore and unquoted optionally convertible debentures at Rs, 370.48 crore as at March 31, 2016 in Phenil Sugars Ltd. whose net worth has been substantially eroded. Based on the likely policy measures for the sugar industry by Central and State Governments, approval of debt restructuring schemes for the company as well as Phenil Sugars Ltd, and their resultant business outlook, the management is of the opinion that these diminution in value of investments are temporary in nature and will be recovered in the next few years with improved performance and therefore no provision for the same is made during the year,

17. For the sugar season 2015-16, the cane liability has been provided @ Rs, 280/- per quintal (SAP declared by Government of Uttar Pradesh). The "financial assistance" on cane purchased receivable (subject to certain conditions) from the Government of Uttar Pradesh, pursuant to its letter No.150 CD/46-3-16-3(48)/98-99 dated January 22, 2016, will be recognized by the Company as and when the Company becomes eligible.

Central Government has announced subsidy of Rs, 4.50 per quintal of cane crushed for the sugar season 2015-16 vide its notification no. 20(43)/201 5-S.P.-I dated December 02, 2015. Company has accounted for subsidy of Rs, 20.04 crore on the basis of eligibility,

18. Exceptional items in respect of previous year includes Rs, 294.76 crore written back of depreciation due to change of method, Rs,148.02 crore impairment of fixed assets of board division and Rs, 142.91 crore written off of current assets.

19. Since last few sugar seasons, sugar industry have been reeling under continuous operational losses. This scenario was mainly attributable to high sugarcane price and low sugar realization, particularly in case of sugar mills in the State of Uttar Pradesh. During the last few years, due to surplus sugar production as compared to domestic consumption, sugar realization has remained lower than cost of production. These factors coupled with high interest burden significantly impacted the performance and cash flows of the Company. Operational losses in past three years have resulted into erosion of considerable net worth of the Company. Sugar season 2015-16 has brought slight respite for sugar mills after a long gap. Improvement in the yield of sugar from sugarcane and sugar prices has resulted in low sugarcane cost per quintal of sugar and better revenue generation. Considering certain key policy decisions and reliefs for sugar mills being contemplated by the governments and better market scenario in coming years, the Management expects to improve operating cash flows through cost synergies, revenue management, improved realization etc. These measures are expected to result in sustainable cash flows and accordingly the Financial Statements continue to be presented on a going concern basis, which contemplates realization of assets and settlement of liabilities in the normal course of business.

20. Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosures.

21. As per Accounting Standard (AS)-17 on "Segment Reporting", segment information has been provided under the notes to Consolidated Financial Statements.

Mar 31, 2015

1. Corporate information

Bajaj Hindusthan Sugar Limited ('the Company') is a public limited company incorporated in India. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is engaged in the manufacture of sugar, alcohol and generation of power.

The name of the Company has been changed from Bajaj Hindusthan Limited to Bajaj Hindusthan Sugar Limited w.e.f. January 30, 2015.

2. Share capital

(i) Terms/Rights of Equity Shares:

The Company has one class of equity shares having par value of Rs. 1/- per share. All equity shares are ranking pari passu in all respects including dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the realised value of the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) Option on unissued share capital:

Under Master Restructuring Agreement (MRA) lenders would convert 70% of the Funded Interest on Term Loan (FITL) into equity shares in various tranches. (refer note 40)

2. Disclosure as required under AS-18 in respect of related party transactions:

a) Details of related parties

Name of related parties Description of relationship

(i) Bajaj Aviation Private Ltd. Wholly owned subsidiary

(ii) Bajaj Power Generation Private Wholly owned subsidiary Ltd.

(iii) Bajaj Hindusthan (Singapore) Wholly owned subsidiary Private Ltd., Singapore

(iv) FT. Batu Bumi Persada, Indonesia Step down subsidiary

(v) PT. Jangkar Prima, Indonesia Step down subsidiary

(vi) Lalitpur Power Generation Associate (subsidiary up to Company Ltd. January 28, 2014)

(vii) Bajaj Energy Private Ltd. Associate (up to March 26, 2014)

Chairman & Managing Director (Also key management personnel) (viii) Mr. Shishir Bajaj up to October 16, 2014 (ix) Mrs. Minakshi Bajaj Wife of Mr. Shishir Bajaj

(x) Mr. Kushagra Bajaj a) Vice Chairman and Joint Managing Director (Also key management personnel and also son of Mr. Shishir Bajaj). up to October 17, 2014

b) Chairman and Managing Director (Also key management personnel) from October 18, 2014

(xi) Mr. Apoorva Bajaj Son of Mr. Shishir Bajaj

(xii) Dr. Sanjeev Kumar Executive Director (Also key management personnel) up to March 29, 2015

(xiii) Mr. Manoj Maheshwari Director and Group CFO (Also key management personnel) up to March 29, 2015

(xiv) Mr. Ashok Kumar Gupta Director (Group Operations) (Also key management personnel) (xv) Bajaj Capital Ventures Private Ltd.

(xvi) Shishir Bajaj Family Trust

(xvii) Kushagra Trust no. 2

(xviii) Shishir Bajaj, HUF

(xix) Bajaj Power Ventures Private Ltd.

(xx) Bajaj Infrastructure Development Company Ltd. Enterprises over which key management personnel and their (xxi) SKB Roop Commercial, LLP relatives are able to exercise significant influence

(xxii) Bajaj Energy Private Ltd.

(xxiii) Bajaj Resources Ltd.

(xxiv) A.N. Bajaj Enterprises Private Ltd.

(xxv) KNB Enterprises, LLP

(xxvi) Global World Power Projects Private Ltd.

(xxvii) Bajaj International Realty Private Ltd.

4. Contingent liabilities and commitments

(I) Contingent liabilities

(a) In respect of disputed demands/claims against the Company not acknowledged as debts:

(i) Central excise matters 36.45 42.60 (ii) Trade tax matters 73.03 69.73 (iii) Income tax matters 18.49 - (iv) Recompense payable (refer note 40(b)) 17.98 - (v) Other claims 24.94 25.02 170.89 137.35

(b) Guarantees

The Company has furnished guarantees/securities on behalf of subsidiary / associate company 858.99 1 008 33

(c) Erstwhile Bajaj Eco-Tec Products Ltd. (merged with the Company) has procured imported as well as indigenous capital goods under Export Promotion and Capital Goods Scheme (EPCG). The Export obligation pending against such EPCG licenses 4.29 4.50

(d) Interest payable on promoters contribution (refer note 40 (c)) is not determinable

(II) Commitments

Estimated amount of contracts remaining to be 7.13 9.56 executed on capital account and not provided for (net of advances)

5. As required by paragraph 46 inserted vide notification dated March 31, 2009 to the Accounting Standard AS-11 "The Effect of Changes in Foreign Exchange Rates", the Company had already opted to adjust the exchange fluctuations on long-term monetary items to the carrying cost of fixed assets. Further as per paragraph 46A, inserted vide notification dated December 29, 201 1 to AS-11, the Company has adjusted Rs. 8.08 crore being the loss on exchange fluctuation on long-term monetary items for the year ended March 31, 2015 to carrying cost of fixed assets. The unamortised foreign exchange fluctuation capitalised to fixed assets, amounts to Rs. 355.34 crore as at March 31, 2015.

6. a) At the request of the Company, the Joint Lenders' Forum (JLF Lenders) led by State Bank of India has approved the corrective action plan for restructuring of existing credit facilities on December 03, 2014 under JLF route in accordance with the applicable framework and guidelines issued by Reserve Bank of India. Accordingly, a Master Restructuring Agreement (MRA) has been signed on December 30, 2014 among the Company and JLF lenders, by virtue of which the restructured facilities are governed by the provisions specified in the MRA. The cut- off date for restructuring under JLF route is July 31, 2014.

b) The Company and JLF Lenders have executed the MRA during the year. The MRA as well as guidelines of Reserve Bank of India issued on debt restructuring under JLF route give a right to the JLF lenders to get recompense of their waivers and sacrifices made as per corrective action plan. The recompense payable by the Company is contingent on various factors including improved performance of the company and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense is treated as a contingent liability. The aggregate present value of recompense till March 31, 2015 payable to the JLF lenders as per MRA is approximately Rs. 17.98 crore for the Company.

c) As per terms of restructuring approved by lenders, the promoters are required to bring promoter contribution amounting to Rs. 200 crore in phased manner till September 2015 in the form of equity capital / preference capital / unsecured loan / other similar instruments. An amount of Rs. 175 crore has been brought by promoters as unsecured loan till March 31, 2015. Interest on the unsecured loan of promoters, if any, payable shall be determined after the restructuring period is completed.

d) As per the terms of MRA, interest payable on the term loan for the period from August 01, 2014 to July 31, 2016 would be converted into Funded Interest Term Loan (FITL). 70% of FITL shall be converted into equity. The shareholders approved the preferential issue of shares to through postal ballot. Part of the FITL, has been converted into equity by allotment of 17,08,41,266 equity shares to lenders on March 30, 2015 at the premium of Rs. 20.77 per share. Company would issue further equity for conversion of balance FITL as and when demanded by the lenders. Since there is uncertainty on the number of shares which shall be issued pursuant to such conversion, the computation of which is dependent on the provisions of applicable guidelines of SEBI, the possible impact of the same on the diluted earnings per share of the company has not been given.

7. Details of loans given, investment made and guarantee given covered under Section 186(4) of the Companies Act, 2013.

- Investment made are given under note 14

- Loans given to subsidiaries are given under note 20

8. The Company holds entire beneficial interest in BHL Securities Trust ("the Trust") that holds equity shares of the Company carried at Rs. 693.72 crore as at March 31, 2015, which were allotted to the Trust pursuant to the Scheme of Amalgamation of its erstwhile subsidiary Bajaj Hindusthan Sugar and Industries Ltd. with the Company as approved by the Hon'ble Bombay High Court. The market value of these shares as at March 31, 2015 is Rs. 44.78 crore, resulting into substantial diminution in its value. The Company also holds unquoted non-convertible Preference Shares at Rs. 350.04 crore and unquoted optionally convertible debentures at Rs. 370.48 crore as at March 31, 2015 in Phenil Sugars Ltd. whose net worth has been substantially eroded. However, based on the likely policy measures for the sugar industry by Central and State Governments, approval of debt restructuring schemes for the company as well as Phenil Sugars Ltd, and their resultant business outlook, the management is of the opinion that diminution in value of investments are temporary in nature and will be recovered in the next few years with improved performance and therefore no provision for the same is made during the year.

9. From April 01, 2014, as per the new Companies Act, 2013, the Company has changed its method of providing depreciation with retrospective effect on tangible fixed assets other than Plant and Machinery and Aircraft, from the 'Written Down Value' method to 'Straight Line' method. Management believes that this change will result in more appropriate presentation and will give a systematic basis of depreciation charge, representative of the time pattern in which the economic benefits will be derived from the use of these assets and will be uniform with the method of depreciation provided for other assets. Accordingly, surplus arising from retrospective computation aggregating to Rs. 294.76 crore for the period upto March 31, 2014 has been accounted as per Accounting Standard (AS-6) and disclosed under exceptional item. Had the Company continued to use the earlier method of depreciation, the depreciation charge for the year would be higher by Rs. 108.38 crore.

10. For the sugar season 2014-15 the cane liability has been provided @ Rs. 280 per quintal (SAP declared by Government of Uttar Pradesh). The "financial assistance" on cane purchased receivable (subject to certain conditions) from the Government of Uttar Pradesh, pursuant to its letter No.2970 CD/46-3-14-3(48)/98-99 dated December 24, 2014, will be recognised by the Company as and when the Company becomes eligible.

11. Exceptional items includes Rs. 294.76 crore written back of depreciation due to change of method, Rs. 148.02 crore impairment of fixed assets of board division and Rs. 142.91 crore written off of current assets.

12. The Indian sugar industry has been adversely affected over past few years due to continuous operational losses incurred by the sugar mills. The wide gap between the high cost of sugarcane and low realisation from sugar particularly in the state of Uttar Pradesh have severely impacted the financial and economic condition of the sugar mills. The surplus production as compared to the domestic consumption year after year coupled with lower international prices has kept the domestic sugar prices subdued. These factors coupled with high interest burden significantly impacted the performance and cash flows of the Company and its subsidiaries.

The Company has incurred cash losses in the current year and also during the immediately preceding financial year. The accumulated losses have resulted into erosion of considerable net worth of the Company. However, with the approval of scheme for restructuring of existing credit facilities by the lender banks of the Company in accordance with RBI's "Framework for Revitalising Distressed Assets in the Economy", during the year and certain key policy decisions and reliefs for sugar mills being contemplated by the governments, the Management expects to improve operating cash flows through cost synergies, revenue management, improved realisations, etc. These measures are expected to result in sustainable cash flows and accordingly the Financial Statements continue to be presented on a going concern basis, which contemplates realisation of assets and settlement of liabilities in the normal course of business.

13. Figures for the current year are of 12 months from April 01, 2014 to March 31, 2015, whereas figures for the previous period are for 18 months for period from October 01, 2012 to March 31, 2014, hence such figures are not comparable. Previous period figures have been regrouped/reclassified whereever necessary to correspond with the current year's classification/disclosures.

14. As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the notes to Consolidated Financial Statements.

Sep 30, 2012

1. Corporate information

Bajaj Hindusthan Limited (''the Company'') is a public limited company incorporated in India under the provisions of the Companies Act, 1956. Its Shares are listed on BSE Limited and The National Stock Exchange of India Limited. The Company is engaged in the manufacture of sugar, alcohol and generation of power.

(i) Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below:

3,70,00,000 (3,70,00,000) Equity Shares have been issued, for consideration other than cash to the members of erstwhile Bajaj Hindusthan Sugar and Industries Limited pursuant to Scheme of Amalgamation.

(ii) The reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period:

(iii) Terms / Rights of equity shares:

The Company has one class of equity shares having par value of Rs. 1/- per share. All equity shares are ranking pari passu in all respects including dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the realised value of the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

(v) Option on unissued capital:

FCCB''s of US$ 1.50 crore amounting to Rs.79.04 crore (P.Y. Rs.73.39 crore) (shown under long-term borrowings (refer note 5)) issued in the month of June 2007 and can be converted at the option of the bond holder into one equity share at Rs. 250 per equity share, at a pre determined exchange rate of US$ 1= Rs.42.42 at any time up to 26.04.2014.

(i) Term Loans from Banks (except IDBI Bank term loan of Rs.130 crore) are Secured, on first pari passu charge basis, by hypothecation of certain present and future movable fixed assets and properties including plant and machinery, tools and accessories of the Company and also secured/to be secured, on first pari passu charge basis, by mortgage (by deposit of title deeds) on certain immovable fixed assets and properties and certain term loans are further secured, on second pari passu charge basis, by hypothecation of certain present and future current assets of the Company including inventories, book debts and other receivables. Documentation for mortgage in respect of certain term loans/certain properties is under finalisation.

(ii) Term Loan of Rs.130 crore from IDBI Bank is Secured/to be secured on first pari passu charge basis, by mortgage (by deposit of title deeds) on certain immovable fixed assets and properties of the Company. Documentation for mortgage in respect of certain properties is under finalisation.

(iii) Term loans (ECB) in foreign currency from IFC of Rs.315.42 crore is secured on exclusive first charge basis, by hypothecation of Company''s movable and immovable assets (present and future) together with buildings and structures thereon and plant and machinery attached thereto at its factories at Pratappur, Rudauli, Kundarkhi and Utraula in Uttar Pradesh. Also further secured, on a second pari passu charge basis, by hypothecation of current assets (present and future) related to the factories at aforesaid four locations.

(iv) The Sugar Development Fund loan (SDF) from Government of India is secured/to be secured, on exclusive second charge basis, by hypothecation of the whole of movable fixed assets and properties and by mortgage on the whole of immovable fixed assets and properties of the concerned sugar unit of the Company. The Company has also created security in favour of Government of India for certain other SDF loans aggregating to Rs.24.10 crore, that are yet to be disbursed to the Company, on exclusive second charge basis, by hypothecation of the entire movable fixed assets and properties and by mortgage on the whole of immovable fixed assets and properties of the respective sugar units for which the said SDF loans have been sanctioned.

(v) Term loans from Punjab National Bank of Rs.4.33 crore related with amalgamating company Bajaj Eco-Tec Products Ltd. (BEPL) are secured on first pari passu charge basis by hypothecation of the whole of the present and future movable fixed assets and properties including plant and machinery, machinery spares, tools and accessories and other movables of the Company and also secured / to be secured on first pari passu charge basis by mortgage (by deposit of title deeds) on whole of the present and future immovable fixed assets and properties of the amalgamating company.

(i) Loan from banks (Working capital / Short term loans facilities) except Working Capital / Short term loans of Rs. 1,350.00 crore and Rs.63.99 crore (refer note (ii) to (v) below) are secured, on first pari passu charge basis, by hypothecation of inventories, book debts, other receivables and current assets and further secured / to be secured, on a third pari passu charge basis, by hypothecation of certain movable fixed assets and properties and by mortgage on certain immovable fixed assets and properties of the Company. Documentation for mortgage in respect of certain loans is under finalisation.

(ii) Cash credit limit of Rs. 50 crore from UCO Bank is secured by way of subservient charge on fixed assets (excluding land and building) and current assets of the Company.

(iii) Short term loans of Rs.400 crore is secured by subservient pari passu charge on the entire asset both present and future, short term loan of Rs.450 crore is secured by subservient pari passu charge on the entire fixed assets both present and future and Short term loan of Rs. 200 crore is secured by subservient pari passu charge on the entire asset (excluding Land & Building) both present and future.

(iv) Short term loan of Rs.250 crore from Bank of Maharashtra is secured by way of residual charge on the assets of the Company by way of hypothecation.

(v) Working capital loans of Rs.63.99 crore from banks in respect of amalgamating company i.e. (BEPL) are secured on first pari passu charge basis by hypothecation of present and future Inventories, book debts and other receivables and further secured on a second pari passu charge basis by hypothecation of the whole of present and future movable fixed assets and properties and also secured on a second pari passu charge basis by mortgage on whole of present and future immoveable fixed assets and properties of the amalgamating company.

* These figures do not include any amount due and outstanding to be credited to Investor Education and Protection Fund.

* Includes statutory dues, security deposits, advances from customer and other liabilities.

* The Company had recognised liability based on substantial degree of estimation for excise duty payable on clearance of goods lying in stock as on 30th September, 2012 of Rs.16.30 crore (P.Y.Rs. 20.00 crore) as per the estimated pattern of dispatches. During the year, Rs.20.05 crore was utilised for clearance of goods. Provision recognised under this class for the year is Rs. 17.41 crore which is outstanding as on 30th September, 2012. Actual outflow is expected in the next financial year. Other class of provisions where recognition is based on substantial degree of estimation relates to supplier/ service provider/ customer/ third party claims, rebates or demand against the Company.

Notes:

(i) Loans and Advances shown above, to subsidiaries fall under the category of "Short Term Loans and Advances" in the nature of Loans where there is no repayment schedule and are repayable on demand.

(ii) The above loans and advances (outstanding) are interest bearing except advance against share application money.

(iii) Loans to employees as per Company''s policy are not considered above.

a. Provident Fund

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are notified by the Government annually. The Actuarial Society of India has issued the final guidance for measurement of provident fund liabilities during the year ended September 30, 2012. The actuary has accordingly provided a valuation based on the below provided assumptions and there is no shortfall as at September 30, 2012.

Notes:

1. Related Party relationship is as identified by the Company based on the available information and relied upon by the Auditors.

2. No amount has been written off or written back during the year in respect of debts due from or to related parties.

3. Purchase of Capital Goods includes Rs. NIL (P.Y. Rs. 28.83 crore) from Bajaj Infrastructure Development Company Ltd.

4. Sale of Goods Includes Rs. 21.00 crore (PY. Rs. 280.75 crore) to Bajaj Hindusthan (Singapore) Pvt. Ltd., Singapore and Rs. 23.84 crore (P.Y. Rs. 48.84 crore) to Bajaj Eco-Tec Products Ltd.

5. Interest received includes Rs. 11.72 crore (P.Y. Rs. 12.47 crore) from Bajaj Eco-Tec Products Ltd. And Rs. 45.46 crore (PY. Nil) from Bajaj Power Generation Private Limited on loan given to them.

6. Remuneration includes Rs. 1.91 crore (PY. Rs. 2.18 crore) to Mr. Shishir Bajaj, Rs. 1.38 crore (PY. Rs. 1.44 crore) to Mr. Kushagra Bajaj and Rs. 2.00 crore (P.Y. Rs. 1.22 crore) to Dr. Sanjeev Kumar.

7. Advance Given (Project) includes Rs. NIL (P.Y. Rs. 50.00 crore) to Bajaj Infrastructure Development Company Ltd.

8. Advance Given (Project) repaid includes Rs. NIL (P.Y. Rs. 50.00 crore) from Bajaj Infrastructure Development Company Ltd.

9. Advance given (Against allotment of Shares) includes Rs. 250.00 crore (P.Y. NIL) to Lalitpur Power Generation Company Ltd. and Rs. 234.00 crore (P.Y. Rs. 26.00 crore) to Bajaj Energy Pvt. Ltd.

10. Advance given (Against allotment of Shares) refunded of Rs. 122.00 crore (P.Y. Nil) from Bajaj Energy Private Ltd.

11. Rent received includes Rs. 0.63 crore (PY. Rs. 0.63 crore) from Bajaj Energy Pvt. Ltd.

12. Rent paid includes Rs. 0.72 crores (P.Y. Rs. 0.72 crores) to Bajaj Capital Ventures Pvt. Ltd.

13. Investment made includes Rs. 66.00 crore (P.Y. NIL) in Bajaj Energy Pvt. Ltd. and Rs. NIL (P.Y. Rs. 234.98 crore) in Lalitpur Power Generation Company Ltd.

14. Investment brought back of Rs. NIL (PY. Rs. 4.55 crore) of Bajaj International Participacoes Ltda., Brazil.

15. Loans given includes Rs. 93.75 crore (P.Y. Rs. 243.28 crore) to Bajaj Eco-Tec Products Limited and Rs. 1,413.25 crore (P.Y. Nil) to Bajaj Power Generation Pvt. Ltd.

16. Loans given repaid includes Rs. 50.00 crore (P.Y. Rs. 109.36 crore ) from Bajaj Eco-Tec Products Ltd and Rs. 720.00 crore (P.Y. Nil) from Bajaj Power Generation Pvt. Ltd.

17. Guarantees Given includes Rs. 2,483.93 (PY. 1,824.00 crore) to Lalitpur Power Generation Company Ltd.

18. Dividend received includes Rs. Nil (PY. 0.60 crore) from Bajaj International Participacoes Ltds., Brazil.

2. Contingent Liabilities and Commitments

2011-2012 2010-2011 Rs. Crore Rs. Crore

(I) Contingent liabilities

(a) In respect of disputed demands/claims against the Company not acknowledged as debts:

(i) Central excise matters 33.28 32.04

(ii) Trade tax matters 29.49 8.50

(iii) Other claims 33.21 46.24

95.98 86.78

(b) Guarantees

The Company has furnished guarantees / securities on behalf of subsidiary / associate company 3,040.04 2,409.33

(II) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 15.44 4.09

(c) Erstwhile Bajaj Eco-Tec Products Ltd. has procured imported as well as Indigenous Capital Goods under Export Promotion and Capital Goods Scheme (EPCG). The Export obligation pending against such EPCG licenses 22.24 -

(d) The Income tax assessment of the Company has been completed upto Assessment Year 2009-10. However, the Company as well as the Income Tax Department are in appeal before the Appellate authorities against the assessment of the earlier years. These appeals have not resulted into any demand on account of carry forward losses.

3. Pursuant to the Scheme of Amalgamation (the Scheme) under Sections 391 to 394 of the Companies Act, 1956, the Hon''ble High Court of Bombay pronounced an order on September 14, 2012, sanctioning the Scheme of Amalgamation of Bajaj Eco-Tec Products Limited (BEPL or Amalgamating Company) a wholly owned subsidiary company with the Company with effect from the appointed date April 01, 2012. Upon filing with the Registrar of Companies Maharashtra, Mumbai on October 01, 2012, the Scheme has become effective. BEPL is engaged in the business of manufacturing Medium Density Fibre (MDF) Boards and Particle Boards.

a) In terms of the Scheme approved by the Hon''ble High Court, the entire business and whole of the undertaking of BEPL, as a going concern stands transferred to and vested in the Company with effect from April 01, 2012 being the Appointed Date.

b) As BEPL was a wholly owned subsidiary of the Company, no consideration was payable pursuant to amalgamation.

c) Accounting for Amalgamation: The amalgamation of BEPL with the Company is accounted for on the basis of the Pooling of Interest Method as envisaged in the Accounting Standards (AS)-14 on Accounting for Amalgamation specified in the Companies (Accounting Standard) Rules 2006 and in terms of the Scheme, as below.

d) All assets and liabilities of BEPL were recorded at their respective book values under the respective accounting heads of BHL. The intercompany balances and transaction stood cancelled. As a result of merger, there is no deficit or surplus arising between the aggregate value of assets taken over by the Company and aggregate value of the liabilities and reserves of BEPL. The cost or expenses related to merger amounting to Rs. 0.68 crore have been adjusted with general reserve of the Company, as per the Scheme.

e) From the effective date the authorised share capital of the Company will be Rs. 271.00 crore divided into 2,71,00,00,000 equity shares of the face value of Rs. 1 each.

f) BEPL stands dissolved without being wound up from the Effective Date i.e. October 01, 2012.

4. The Company concluded a Rights Issue in October 2011 and raised an aggregate of Rs. 1,479.75 crore with the principal object of repaying/prepaying certain loan funds. Upon allotment of 41,10,42,800 equity shares of face value Rs.1/- at a price of Rs. 36/- per share (including share premium of Rs.35/- per share) on October 31, 2011, the paid up Equity Share Capital and Share Premium Account have increased by Rs.41.10 crore and Rs. 1,438.65 crore respectively. These newly allotted shares rank pari passu in all respect with the existing equity shares of the Company. Out of the net Rights issue proceeds, an aggregate sum of Rs. 1,453.73 crore have been utilised towards objects of the issue upto September 30, 2012. Pending utilisation, the balance proceeds have been temporarily used to reduce the exposure of working capital borrowings from banks, which will be redrawn as and when necessary to meet the obligations as per the object of the issue.

5. As required by paragraph 46 inserted vide notification dated March 31, 2009 to the Accounting Standard AS-11 "The Effect of Changes in Foreign Exchange Rates", the Company had already opted to adjust the exchange fluctuations on Long Term Monetary Items to the carrying cost of fixed assets. Further as per paragraph 46A, inserted vide notification dated December 29, 201 1 to AS-11, the Company has adjusted Rs. 67.76 crore being the loss on exchange fluctuation on long-term monetary items for the financial year September 30, 2012 to carrying cost of fixed assets. The unamortised foreign exchange fluctuation capitalised to fixed assets, amounts to Rs.323.19 crore as at September 30, 2012.

6. Due to absence of profits during the year, the managerial personnel have been paid the remuneration as approved by shareholders and remuneration committee as minimum remuneration along with the approval of Central Government, wherever applicable.

7. Pursuant to the General Circular no. 2/2011 dated 8th February, 2011 of Ministry of Corporate Affairs and consent of the Board of Directors vide their resolution passed at the Board Meeting held on November 26, 2012 for not attaching the Balance Sheets of subsidiaries, the Company has not attached with its Balance Sheet as at September 30, 2012, the documents specified in Section 212(1) of the Act in respect of its four subsidiaries, viz. (i) Bajaj Aviation Private Limited, (ii) Lalitpur Power Generation Company Limited, (iii) Bajaj Power Generation Private Limited, (iv) Bajaj Hindusthan (Singapore) Private Limited, and has disclosed the requisite information in the Consolidated Balance Sheet as at September 30, 2012 in Annexure A.

8. For the year ended September 30, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company for preparation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year,

9. As per Accounting Standard (AS)-17 on "Segment Reporting", segment information has been provided under the notes to Consolidated Financial Statements.

Sep 30, 2010

As at As at Sept. 30, 2010 Sept. 30, 2009 Rs. Crore Rs. Crore

1. Contingent Liabilities not provided for:

(a) In respect of disputed demands/ claims against the Company not acknowledged as debts:

(i) Central Excise matters 26.77 31.87

(ii) Trade Tax matters 2.53 0.58

(iii) Income Tax matters (Previous year Rs. 17,074/-) - 0.00

(iv) Other Claims 29.83 41.22

2. The disclosures in respect of Related Parties as required under Accounting Standard 18 (AS18) Related Party Disclosures is stated herein below / set out in a separate statement annexed hereto.

a) Related parties and relationships for which disclosure is required under AS18:

A. Subsidiary Companies

1. Bajaj Aviation Private Ltd. (Step Down Subsidiary)

2. Bajaj Eco-Tec Products Ltd. (Wholly owned)

3. Bajaj Energy Private Ltd. (Formerly known as Bajaj Eco-Chem Products Private Ltd.)

4. Bajaj Hindusthan Sugar and Industries Ltd. (upto 31.03.2010)

5. Bajaj Internacional ParticipaÃÂ§ÃÂµes Ltda., Brazil (Wholly owned)

6. Bajaj Hindusthan (Singapore) Pte Ltd., Singapore (Wholly owned)

B. Associates and Joint Ventures Bajaj E-biz Private Ltd. Ã Associate

C. Directors and their relatives

Mr. Shishir Bajaj - Chairman & Managing Director (Key management personnel)

Mrs. Minakshi Bajaj (Wife of Mr. Shishir Bajaj)

Mr. Kushagra Bajaj - Joint Managing Director (Key management personnel) and also son of Mr. Shishir Bajaj.

Mr. Apoorva Bajaj (Son of Mr. Shishir Bajaj)

Dr. Sanjeev Kumar, Director (Corporate and Legal Affairs) (Key management personnel).

D. Enterprises over which any person described in (C) above is able to exercise signifcant infuence

1. Bajaj Capital Ventures Private Ltd.

2. Bajaj Holding & Investment Ltd.

3. Bajaj Infrastructure Development Company Ltd.

4. Shishir Bajaj Family Trust

3. As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes to Consolidated Financial Statements.

4. The Company has allotted 14,500,000 new Equity Shares on January 4, 2010, upon receipt of the entire remaining sum of Rs.56.70 Crore representing 75% of the total value for such warrants and exercise of the rights by a promoter group entity of the Company on all the 14,500,000 warrants allotted earlier on May 18, 2009 on preferential basis carrying right to subscribe for and be allotted one (1) fully paid equity share of face value Re. 1 each per warrant, at a price of Rs. 52.14 per equity share in accordance with the SEBI Preferential Issue Guidelines. Subsequently, after the allotment of these new Equity Shares, the paid up Equity Share Capital and Securities Premium Account have increased by Rs. 1.45 Crore and Rs.74.15 Crore respectively.

5. Pursuant to Approval under Section 212(8) of the Companies Act, 1956 (the Act) accorded by Government of India, Ministry of Corporate Affairs, vide its letter No. 47/652/2010-CL-III dated 29-07-2010, the Company has not attached with its Balance Sheet as at September 30, 2010, the documents specified in Section 212(1) of the Act in respect of its six subsidiaries, viz. (i) Bajaj Hindusthan Sugar and Industries Ltd., (ii) Bajaj Eco-Tec Products Ltd., (iii) Bajaj Aviation Pvt. Ltd., (iv) Bajaj Energy Pvt. Ltd., (v) Bajaj Hindusthan (Singapore) Pte. Ltd., and (vi) Bajaj Internacional ParticipaÃÂ§ÃÂµes Ltda., and has disclosed the requisite information in the Consolidated Balance Sheet as at September 30, 2010.

6. The previous years figures have been regrouped, rearranged and reclassified wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year. In view of the amalgamation of Bajaj Hindusthan Sugar and Industries Limited described in Note- 2 above, the figures of the current year are to that extent not comparable with those of previous year.

Sep 30, 2009

As at Sept. 30, 2009 Rs. Million

1. Contingent Liabilities not provided for:

a) In respect of disputed demands/claims against the Company not acknowledged as debts:

(i) Central Excise matters 318.65 338.33

(ii) Trade Tax matters 5.77 7.86

(iii) Income-tax matters 0.02 0.02

(iv) Other claims 412.21 306.56

(b) The Company has furnished following guarantees on behalf of Bajaj Eco-Tec Products Ltd., (wholly owned subsidiary):

(i) Corporate Guarantee of Rs. 740 Million (Rs. 740 Million) to a bank for credit facility given against which the outstanding balance as at the year end is Rs. 556.89 Million (Rs. 579.72 Million).

ii) Bank Guarantee of Rs. Nil (Rs. 1.50 Million ) in favour of U.P. State Pollution Control Board for obtaining No Objection Certificate (NOC) from the Pollution Control Department for setting up Medium Density Fibre Board and Particle Board Plants.

2. The disclosures in respect of Related Parties as required under Accounting Standard 18 (AS18) ÃRelated Party DisclosuresÃ is stated herein below / set out in a separate statement annexed hereto.

a) Related parties and relationships for which disclosure is required under AS18:

A. Subsidiary Companies

1. Bajaj Aviation Private Ltd. (Step Down Subsidiary)

2. Bajaj Eco-Tec Products Ltd. (Wholly owned)

3. Bajaj Eco-Chem Products Private Ltd. (Wholly owned)

4. Bajaj Hindusthan Sugar and Industries Ltd.

5. Bajaj International ParticipaÃÂ§ÃÂµes Ltda., Brazil (Wholly owned)

6. Bajaj Hindusthan (Singapore) Pte Ltd., Singapore (Wholly owned)

B. Associates and Joint Ventures Bajaj E-biz Private Ltd. Ã Associate

C. Directors and their relatives

Mr. Shishir Bajaj - Chairman & Managing Director (Also key management personnel)

Mrs.Minakshi Bajaj (Wife of Mr.Shishir Bajaj)

Mr. Niraj Bajaj - Non Executive Director (resigned w.e.f.December 31, 2008)

Mr. Kushagra Bajaj - Joint Managing Director (Also key management personnel) and also son of Mr. Shishir Bajaj

Mr. Apoorva Bajaj (Son of Mr.Shishir Bajaj)

Mr. I. D. Mittal - Chief Executive Director (Also key management personnel) (resigned w.e.f. February 6, 2009)

Mrs. Sureshtha Mittal - Wife of Mr. I. D. Mittal (upto February 05, 2009)

Dr. Sanjeev Kumar, Director (Corporate and Legal Affairs) (Also key management personnel) (Appointed w.e.f. March 12, 2009)

D. Enterprises over which any person described in (C) above is able to exercise significant influence

1. Bajaj Capital Ventures Private Limited

2. Bajaj Electricals Limited (up to December 31, 2008)

3. Bajaj Holding & Investment Ltd.

4. The Hindusthan Housing Co. Ltd. (up to December 31, 2008)

5. Hind Musafir Agency Ltd. (up to December 31, 2008) 6. Mukand Ltd. (up to December 31, 2008)

3. Segment Information:

The Company has identified its Business Segments as its Primary Reportable Segments comprising of Sugar, Distillery and Power Divisions.

Other disclosures :

1. The Company caters mostly to Indian markets and as such there are no reportable geographical segments. All the assets are also located in India.

2. Segments have been identified in line with the Accounting Standard - 17 "Segment Reporting" taking into account the organisation structure as well as differing risks and returns.

3. The Segment Revenue, Results, Assets and Liabilities include respective amounts identifiable to each of the segment and amounts allocated on reasonable basis.

4. The segment performance has been worked out after attributing the realisable value of inter segment transfer of material.

4. Out of outstanding Foreign Currency Convertible Bonds (FCCBs) aggregating to US$ 119.50 Million, FCCBs of the aggregate face value of US$ 19.93 Million were repurchased at discount and cancelled during the year. The resultant gain (net of expenses) of Rs. 337.15 Million on account of the extinguishment of corresponding liability has been accounted for under the head "Other Income".

5. The Company has allotted 14,500,000 warrants on preferential basis to the promoter group of the Company on May 18, 2009 after receipt of a sum of Rs. 189.01 Million representing 25% of the total value for such warrants in accordance with the SEBI Preferential Issue Guidelines. Each warrant entitles the holder to subscribe for and be allotted one (1) equity share of the company any time within a period of 18 months from the date of allotment of the warrants.The issue proceeds in this regard have been utilised for repayment of debts.

6. The Company had launched a Qualified Institutions Placement (QIP) on June 29, 2009 and raised equity funds aggregating to Rs. 7,231.80 Million (approx US $ 150 Million) by issuing an aggregate of 35,450,000 equity shares of face value Re. 1 each, at a price of Rs. 204 per equity share, to certain "Qualified Institutional Buyers" (QIBs) in accordance with the terms of Chapter XIII-A of the SEBI (DIP) Guidelines. Subsequently, after the allotment of these new equity shares to the respective QIBs on July 3, 2009, the paid up Equity Share Capital and Securities Premium Account have increased by Rs. 35.45 Million and Rs. 7,196.35 Million respectively. The net funds from the QIP proceeds have been utilised in full for repayment / pre-payment of debts, in accordance with the terms of the issue.

7. In compliance with the Notification dated March 31, 2009 issued by Ministry of Corporate Affairs, the Company has exercised the option as inserted by Paragraph 46 to the Accounting Standard AS-11 "The Effect of Changes in Foreign Exchange Rates". Accordingly Foreign Exchange Loss of Rs.1,322.84 Million for the year ended September 30, 2009 has been adjusted to Capital Assets. For the accounting year ended September 30, 2008, foreign exchange loss of Rs. 584.87 Million (net of Provision Rs. 836.53 Million, Gross Rs. 1,421.40 Million) was debited to profit and loss account. In terms of the said notification, while the gross loss of Rs. 1,421.40 Million has been carried to the capital assets and credited to General Reserve, Provision for Exchange Fluctuation of Rs. 836.53 Million now not required, has been written back to the Profit and Loss Account as Provision no longer required and reflected under the head ÃOther IncomeÃ.

As a result of this change, depreciation for the year is higher by Rs. 125.93 Million, loss on foreign currency fluctuation is lower by Rs. 1322.84 Million and profit for the year is higher by Rs. 1196.91 Million.

8. The Honble High Court of Allahabad while disposing the various Writ Petitions filed by the Company and other sugar producing factories, by its Order dated December 19, 2007 had, inter alia, quashed the State Advised Price (SAP) for the season 2006-07 being arbitrary and unreasonable. Based on the legal advice, the Company in previous year, had accounted for Sugar Cane liability for the season 2006-07 at Statutory Minimum Price (SMP) fixed by the Central Government.

Subsequently Honble Supreme Court on a Special Leave Petition directed the sugar companies by its interim order dated February 27, 2008 to pay @ Rs.118/- per quintal for general variety of sugar cane and accordingly the company has fully discharged its cane liability. Necessary adjustment in accounts arising out of difference between SAP and SMP amounts to Rs. 4,652.42 Million will be considered as and when the matter is finally decided.

9. During the Financial Year 2007-08 the Company has accounted for Sugar Cane Purchases for the season 2007-08 @ Rs.110/- per quintal pursuant to the Interim Order dated September 08, 2008 of the Honble Supreme Court of India. The Company has fully discharged its cane liability as per the said interim order. Necessary adjustment in accounts arising out of difference between SAP of Rs. 125/- per quintal and Rs. 110/- per quintal amounts to Rs. 1,054.57 Million will be considered as and when the matter is finally decided.

10. Pursuant to Approval under Section 212(8) of the Companies Act, 1956 (the Act) accorded by Government of India, Ministry of Corporate Affairs, vide its letter No. 47/687/2009-CL-III dated 14-10-2009, the Company has not attached with its Balance Sheet as at September 30, 2009, the documents specified in Section 212(1) of the Act in respect of its six subsidiaries, viz. (i) Bajaj Hindusthan Sugar and Industries Ltd., (ii) Bajaj Eco-Tec Products Ltd., (iii) Bajaj Aviation Pvt. Ltd., (iv) Bajaj Internacional ParticipaÃÂ§ÃÂµes Ltda. Brazil, (v) Bajaj Hindusthan (Singapore) Pte. Ltd., and (vi) Bajaj Eco-Chem Products Pvt. Ltd, and has disclosed the requisite information in the Consolidated Balance Sheet as at September 30, 2009.

11. Previous year figures have been regrouped wherever necessary and have been shown in brackets.

12. Significant Accounting policies followed by the Company are as stated in the statement annexed to this Schedule (Annexure A).

13. Information required in terms of Part IV of Schedule VI to the Companies Act,1956 is attached. Signatures to Schedules Ã1Ã to Ã16Ã

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