Notes to Accounts of Bodal Chemicals Ltd.

Mar 31, 2025

1.13 Provision, Contingent Liabilities and Contingent
Assets:

Provisions are recognized when the Company has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the Company will
be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties

surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time
value of money is material).

A contingent liability exists when there is a possible
but not probable obligation or a present obligation
that may, but probably will not; require an outflow
of resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed unless
the possibility of outflow of resources is remote.
Contingent assets are neither recognized nor disclosed
in the financial statements. However, contingent assets
are assessed continually and if it is virtually certain that
an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which
the change occurs.

A contingent asset is a possible asset that arises from
past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the
control of the Company.

1.14 Fair value measurement

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date, regardless of whether that price
is directly observable or estimated using another
valuation technique. In estimating the fair value of
an asset or a liability, the Company takes into account
the characteristics of the asset or liability at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the financial asset or settle the financial liability takes
place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most
advantageous market for the asset or liability.

The principal or the most advantageous market must
be accessible by the Company.

A fair value measurement of a non-financial asset
takes into account a market participant''s ability to
generate economic benefits by using the asset in its
highest and best use or by selling it to another market
participant that would use the asset in its highest and
best use. Fair value for measurement and/or disclosure
purposes in these financial statements is determined
on such a basis, except for measurements that have
some similarities to fair value but are not fair value,
such as net realisable value in Ind AS 2 or value in use
in Ind AS 36.

The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to
the fair value measurement as a whole:

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

• Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is directly or indirectly
observable.

• Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is unobservable.

At each reporting date, the Management analyses the
movements in the values of assets and liabilities which
are required to be remeasured or re-assessed as per
the Company''s accounting policies.

For the purpose of fair value disclosures, the Company
has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset
or liability and the level of the fair value hierarchy as
explained above.

1.15 Financial Instruments

Financial assets and financial liabilities are recognized
when a Company becomes a party to the contractual
provisions of the instruments.

Financial assets and financial liabilities are initially
measured at fair value. However, trade receivables
that do not contain a significant financing component
are measured at transaction price. Transaction costs
that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit
or loss are recognized immediately in profit or loss.
An equity instrument is any contract that evidences
a residual interest in the assets of a Company after
deducting all of its liabilities. Equity instruments
issued by a Company are recognised at the proceeds
received, net of direct issue costs.

1.16 Financial assets

All regular way purchases or sales of financial assets
are recognized and derecognized on a trade date
basis. Regular way purchases or sales are purchases or
sales of financial assets that require delivery of assets
within the time frame established by regulation or
convention in the market place.

All recognized financial assets are subsequently
measured in their entirety at either amortized cost
or fair value, depending on the classification of the
financial assets.

Classification of financial assets

Financial assets that meet the following conditions are
subsequently measured at amortized cost:

• The asset is held within a business model whose
objective is to hold assets in order to collect
contractual cash flows; and

• the contractual terms of the instrument give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.

For the impairment policy on financial assets measured
at amortised cost, refer paragraph of Impairment of
financial assets.

A financial asset that meet the following conditions
are subsequently measured at fair value through other
comprehensive income (FVOCI).

• The asset is held within a business model
whose objective is achieved both by collecting
contractual cash flows and selling financial
assets; and

• the contractual terms of the instrument give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.

Interest income is recognized in profit or loss for FVTOCI
debt instruments. For the purposes of recognizing
foreign exchange gains and losses, FVTOCI debt
instruments are treated as financial assets measured
at amortized cost. Thus, the exchange differences on
the amortized cost are recognized in profit or loss and
other changes in the fair value of FVTOCI financial
assets are recognized in other comprehensive income
and accumulated under the heading of ''Reserve for
debt instruments through other comprehensive
income''. When the investment is disposed of, the
cumulative gain or loss previously accumulated in this
reserve is reclassified to profit or loss.

For the impairment policy on debt instruments at
FVTOCI, refer paragraph of Impairment of financial
assets.

Effective interest method

The effective interest method is a method of
calculating the amortized cost of a debt instrument
and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts (including all
fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected
life of the debt instrument, or, where appropriate, a
shorter period, to the net carrying amount on initial
recognition.

Income is recognized on an effective interest basis
for debt instruments other than those financial assets
classified as at FVTPL. Interest income is recognized
in profit or loss and is included in the "Other income"
line item.

Financial assets at fair value through profit or loss
(FVTPL)

A financial asset that does not meet the amortised cost
criteria or FVTOCI criteria (see above) is measured at
FVTPL. In addition, debt instruments that meet the
amortised cost criteria or the FVTOCI criteria but are
designated as at FVTPL are measured at FVTPL.
Financial assets at FVTPL are measured at fair value
at the end of each reporting period, with any gains or
losses arising on remeasurement recognized in profit
or loss. The net gain or loss recognized in profit or loss
incorporates any dividend or interest earned on the
financial asset and is included in the ''Other income''
line item. Dividend on financial assets at FVTPL is
recognised when the Company''s right to receive
the dividends is established, it is probable that the
economic benefits associated with the dividend will
flow to the Company, the dividend does not represent
a recovery of part of cost of the investment and the
amount of dividend can be measured reliably.
Investments in subsidiaries and associates
Investments in subsidiaries and associates are carried
at cost less accumulated impairment losses, if any.
Where an indication of impairment exists, the carrying
amount of the investment is assessed and written
down immediately to its recoverable amount. On
disposal of investments in subsidiaries and associates,
the difference between net disposal proceeds and the
carrying amounts are recognised in the profit or loss.
Impairment of financial assets
The Company applies the expected credit loss model
for recognizing impairment loss on financial assets
measured at amortized cost, trade receivables, other
contractual rights to receive cash or other financial

asset, and financial guarantees not designated as at
FVTPL.

Expected credit losses are the weighted average
of credit losses with the respective risks of default
occurring as the weights. Credit loss is the difference
between all contractual cash flows that are due to the
Company in accordance with the contract and all the
cash flows that the Company expects to receive (i.e.
all cash shortfalls), discounted at the original effective
interest rate (or credit-adjusted effective interest
rate for purchased or originated credit-impaired
financial assets). The Company estimates cash flows
by considering all contractual terms of the financial
instrument (for example, prepayment, extension, call
and similar options) through the expected life of that
financial instrument.

The Company measures the loss allowance for a
financial instrument at an amount equal to the lifetime
expected credit losses if the credit risk on that financial
instrument has increased significantly since initial
recognition. If the credit risk on a financial /instrument
has not increased significantly since initial recognition,
the Company measures the loss allowance for that
financial instrument at an amount equal to 12-month
expected credit losses. 12-month expected credit
losses are portion of the life-time expected credit
losses and represent the lifetime cash shortfalls that
will result if default occurs within the 12 months after
the reporting date and thus, are not cash shortfalls that
are predicted over the next 12 months.

If the Company measured loss allowance for a
financial instrument at lifetime expected credit loss
in the previous period, but determines at the end
of a reporting period that the credit risk has not
increased significantly since initial recognition due
to improvement in credit quality as compared to the
previous period, the Company again measures the loss
allowance based on 12-month expected credit losses.
When making the assessment of whether there has
been a significant increase in credit risk since initial
recognition, the Company uses the change in the
risk of a default occurring over the expected life of
the financial instrument instead of the change in
the amount of expected credit losses. To make that
assessment, the Company compares the risk of a
default occurring on the financial instrument as at
the reporting date with the risk of a default occurring
on the financial instrument as at the date of initial
recognition and considers reasonable and supportable
information, that is available without undue cost or
effort, that is indicative of significant increases in credit
risk since initial recognition.

For trade receivables or any contractual right to
receive cash or another financial asset that result from

transactions that are within the scope of Ind AS 115,
the Company always measures the loss allowance at
an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected
credit loss allowance for trade receivables, the
Company has used a practical expedient as permitted
under Ind AS 109. This expected credit loss allowance
is computed based on a provision matrix which takes
into account historical credit loss experience and
adjusted for forward-looking information.
Derecognition of financial assets
The Company derecognizes a financial asset when
the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of
the asset to another party.

On derecognition of a financial asset in its entirety,
the difference between the asset''s carrying amount
and the sum of the consideration received and
receivable and the cumulative gain or loss that had
been recognized in other comprehensive income
and accumulated in equity is recognized in profit or
loss if such gain or loss would have otherwise been
recognized in profit or loss on disposal of that financial
asset.

On derecognition of a financial asset other than
in its entirety (e.g. when the Company retains an
option to repurchase part of a transferred asset), the
Company allocates the previous carrying amount of
the financial asset between the part it continues to
recognize under continuing involvement, and the part
it no longer recognizes on the basis of the relative fair
values of those parts on the date of the transfer. The
difference between the carrying amount allocated
to the part that is no longer recognized and the sum
of the consideration received for the part no longer
recognized and any cumulative gain or loss allocated
to it that had been recognized in other comprehensive
income is recognized in profit or loss if such gain or loss
would have otherwise been recognized in profit or loss
on disposal of that financial asset. A cumulative gain or
loss that had been recognized in other comprehensive
income is allocated between the part that continues
to be recognized and the part that is no longer
recognized on the basis of the relative fair values of
those parts.

1.17 Financial liabilities

Classification as debt or equity

Debt and equity instruments issued by a Company
are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangements and the definitions of a financial liability
and an equity instrument.

Financial liabilities

All financial liabilities are subsequently measured at
amortized cost using the effective interest method or
at FVTPL.

Financial liabilities subsequently measured at
amortized cost

Financial liabilities that are not held-for-trading and
are not designated as at FVTPL are measured at
amortized cost at the end of subsequent accounting
periods. The carrying amounts of financial liabilities
that are subsequently measured at amortized cost are
determined based on the effective interest method.
Interest expense that is not capitalized as part of costs
of an asset is included in the ''Finance costs'' line item.
The effective interest method is a method of
calculating the amortized cost of a financial liability
and of allocating interest expense over the relevant
period. The effective interest rate is the rate that
exactly discounts estimated future cash payments
(including all fees and points paid or received that
form an integral part of the effective interest rate,
transaction costs and other premiums or discounts)
through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net
carrying amount on initial recognition.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when,
and only when, the Company''s obligations are
discharged, cancelled or have expired. An exchange
with a lender of debt instruments with substantially
different terms is accounted for as an extinguishment
of the original financial liability and the recognition
of a new financial liability. Similarly, a substantial
modification of the terms of an existing financial liability
(whether or not attributable to the financial difficulty
of the debtor) is accounted for as an extinguishment
of the original financial liability and the recognition of
a new financial liability. The difference between the
carrying amount of the financial liability derecognized
and the consideration paid and payable is recognized
in profit or loss.

Financial liabilities at FVTPL are stated at fair value,
with any gains or losses arising on remeasurement
recognized in profit or loss. The net gain or loss
recognized in profit or loss incorporates any interest
paid on the financial liability and is included in the
''Finance Costs'' line item.

1.18 Derivative Financial Instrument and Hedge
Accounting:

The Company enters into forward exchange contracts
to hedge the foreign currency risk on trade receivables
and borrowings. The Company does not enter into

any derivative instruments for trading or speculative
purposes.

Recognition and measurement of fair value hedge:

Derivative financial instrument is initially recognized at
fair value on the date on which a derivative contract
is entered into and is subsequently measured at fair
value at each reporting date. Gain or loss arising
from changes in the fair value of derivative financial
instrument is recognized in the Statement of Profit and
Loss. Derivative financial instrument is recognized as
a financial asset in the Balance Sheet if its fair value as
at reporting dates is positive as compared to carrying
value and as a financial liability if its fair value as at
reporting date is negative as compared to carrying
value.

1.19 Cash Flow Statement:

Cash flows are reported using the indirect method,
whereby profit before tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing
activities of the Company are segregated based on the
available information.

1.20 Current versus non-current classification

The Company presents assets and liabilities in the
Balance Sheet based on current / non- current
classification.

An asset is current when it is:

• Expected to be realised or intended to be sold or
consumed in the normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months
after the reporting period; or

• Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for
at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• t is expected to be settled in the normal operating
cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after
the reporting period; or

• There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.

The Company classifies all other liabilities as non¬
current.

Deferred tax assets and liabilities are classified as non¬
current assets and liabilities.

1.21 Operating Cycle:

Based on the nature of products / activities of the
Company and the normal time between acquisition of
assets and their realization in cash or cash equivalents,
the Company has determined its operating cycle as 12
months for the purpose of classification of its assets
and liabilities as current and non-current.

1.22 Cash and Cash Equivalents:

The Company considers all highly liquid financial
instruments, which are readily convertible into known
amount of cash that are subject to an insignificant risk
of change in value and having original maturities of
three months or less from the date of purchase, to be
cash equivalents.

1.23 Borrowing Costs:

Borrowing costs attributable to the acquisition,
construction or production of qualifying assets, are
added to the cost of those assets, up to the date when
the assets are ready for their intended use. All other
borrowing costs are expensed in the period they occu r.
Interest income earned on the temporary investment
of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing
costs eligible for capitalisation. Where the funds used
to finance a project form part of general borrowings,
the amount capitalized is calculated using a weighted
average of rates applicable to relevant general
borrowings of the company during the year.

All other borrowing costs are recognised in profit or
loss in the period in which they are incurred.

1.24 Government grants and Subsidies:

Government grants are recognized when there is a
reasonable assurance that the Company will comply
with the conditions attached to them and grants will
be received.

Government grants are recognized in Statement of
Profit and Loss on a systematic basis over the periods
in which the Company recognises as expenses the
related costs for which the grants are intended to
compensate. Specifically, government grants whose
primary condition is that the Company should
purchase, construct or otherwise acquire non-current
assets are recognized as deferred revenue in the
Balance Sheet and transferred to Statement of Profit
and Loss on a systematic and rational basis over the
useful lives of the related assets.

Government grants that are receivable as
compensation for expenses or losses already incurred
or for the purpose of giving immediate financial
support to the Company with no future related costs
are recognized in Statement Profit and Loss in the
period in which they become receivable.

The benefit of a government loan at a below-market
rate of interest is treated as a governments grant,
measured as the difference between proceeds
received and the fair value of the loan based on
prevailing market interest rates.

1.25 Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset and
the net amount is reported in the Balance Sheet if
there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the
liabilities simultaneously.

1.26 Earnings per Share:

Basic earnings per equity share is computed by dividing
the net profit/(loss) attributable to the equity holders
of the Company by the weighted average number of
equity shares outstanding during the period.

Diluted earnings per equity share is computed by
dividing the net profit attributable to the equity
holders of the Company by the weighted average
number of equity shares considered for deriving
basic earnings per equity share and also the weighted
average number of equity shares that could have been
issued upon conversion of all dilutive potential equity
shares.

The dilutive potential equity shares are adjusted for
the proceeds receivable had the equity shares been
actually issued at fair value (i.e. the average market
value of the outstanding equity shares). Dilutive
potential equity shares are deemed converted as of
the beginning of the period, unless issued at a later
date. Dilutive potential equity shares are determined
independently for each period presented. The number
of equity shares and potentially dilutive equity
shares are adjusted retrospectively for all periods
presented for any share splits and bonus shares issues
including for changes effected prior to the approval
of the standalone financial statements by the Board
of Directors.

1.27 Use of Estimates

The preparation of financial statements requires
management of the Company to make judgements,
estimates and assumptions that affect the reported
assets and liabilities, revenue and expenses and
disclosures relating to contingent liabilities.
Management believes that the estimates used in the
preparation of the financial statements are prudent
and reasonable. Estimates and underlying assumptions
are reviewed by management at each reporting date.
Actual results could differ from these estimates. Any
revision of these estimates is recognised prospectively
in the current and future periods.

Followings are the critical judgements and estimates:

1.27.1 Judgements

(i) Leases

Ind AS 116 -Leases requires lessees to determine
the lease term as the non-cancellable period of
a lease adjusted with any option to extend or
terminate the lease, if the use of such option
is reasonably certain. The Company makes an
assessment on the expected lease term on
a lease-by-lease basis and thereby assesses
whether it is reasonably certain that any options
to extend or terminate the contract will be
exercised. In evaluating the lease term, the
Company considers factors such as any significant
leasehold improvements undertaken over the
lease term, costs relating to the termination of
the lease and the importance of the underlying
asset to Company''s operations taking into
account the location of the underlying asset and
the availability of suitable alternatives. The lease
term in future periods is reassessed to ensure
that the lease term reflects the current economic
circumstances.

(ii) Income taxes

Significant judgements are involved in
determining the provision for income taxes
including judgement on whether tax positions
are probable of being sustained in tax
assessments. A tax assessment can involve
complex issues, which can only be resolved over
extended time periods. The recognition of taxes
that are subject to certain legal or economic
limits or uncertainties is assessed individually
by management based on the specific facts and
circumstances.

In assessing the realisability of deferred tax assets,
management considers whether some portion or
all of the deferred tax assets will not be realised.
The ultimate realisation of deferred tax assets
is dependent upon the generation of future
taxable income during the periods in which
the temporary differences become deductible.
Management considers the scheduled reversals
of deferred income tax liabilities, projected future
taxable income and tax planning strategies in
making this assessment. Based on the level of
historical taxable income and projections for
future taxable income over the periods in which
the deferred income tax assets are deductible,
management believes that the company
will realise the benefits of those deductible
differences. The amount of the deferred income
tax assets considered realisable, however, could
be reduced in the near term if estimates of future

taxable income during the carry forward period
are reduced.

(iii) Provisions and contingent liabilities

The Company exercises judgement in measuring
and recognising provisions and the exposures to
contingent liabilities related to pending litigation
or other outstanding claims subject to negotiated
settlement, mediation, government regulation,
as well as other contingent liabilities. Judgement
is necessary in assessing the likelihood that a
pending claim will succeed, or a liability will arise,
and to quantify the possible range of the financial
settlement. Because of the inherent uncertainty
in this evaluation process, actual losses may be
different from the originally estimated provision.
Provisions are reviewed at each balance sheet
date and adjusted to reflect the current best
estimate. If it is no longer probable that the
outflow of resources would be required to settle
the obligation, the provision is reversed.

1.27.2 Estimates

(i) Useful lives of property, plant and equipment,
and intangible assets

Property, plant and equipment, and intangibles
assets represent a significant proportion of
the asset base of the Company. The charge in
respect of periodic depreciation is derived after
determining an estimate of an asset''s expected
useful life and the expected residual value at
the end of its life. The useful lives and residual
values of Company''s assets are determined
by the management at the time the asset is
acquired and reviewed periodically, including at
each financial year end. The lives are based on
historical experience with similar assets as well as
anticipation of future events, which may impact
their life,such as changes in technology.

(ii) Sales returns

The Company accounts for sales returns accrual
by recording an allowance for sales returns
concurrent with the recognition of revenue
at the time of a product sale. This allowance is
based on the Company''s estimate of expected
sales returns. The estimate of sales returns is
determined primarily by the Company''s historical
experience in the markets in which the Company
operates. With respect to established products,
the Company considers its historical experience
of sales returns, levels of inventory in the
distribution channel, estimated shelf life, product
discontinuances, price changes of competitive
products, and the introduction of competitive

new products, to the extent each of these factors
impact the Company''s business and markets.

(iii) Provision for rebates and discounts

Provisions for rebates, discounts and other
deductions are estimated and provided for in
the year of sales and recorded as reduction
of revenue. Provisions for such rebates and
discounts are accrued and estimated based on
historical average rate actually claimed over
a period of time, current contract prices with
customers.

(iv) Expected credit loss

The Company applies Expected Credit Losses
("ECL") model for measurement and recognition
of loss allowance on the following:

• Trade receivables and lease receivables.

• Financial assets measured at amortised
cost (other than trade receivables and lease
receivables).

In accordance with In accordance with Ind AS
109 - Financial Instruments, the Company applies
ECL model for measurement and recognition
of impairment loss on the trade receivables or
any contractual right to receive cash or another
financial asset that result from transactions that
are within the scope of Ind AS 115 - Revenue from
Contracts with Customers.

(v) Accounting for defined benefit plans

In accounting for post-retirement benefits,
several statistical and other factors that
attempt to anticipate future events are used to
calculate plan expenses and liabilities. These
factors include expected return on plan assets,
discount rate assumptions and rate of future
compensation increases. To estimate these
factors, actuarial consultants also use estimates
such as withdrawal, turnover, and mortality
rates which require significant judgement. The
actuarial assumptions used by the Company
may differ materially from actual results in future
periods due to changing market and economic
conditions, regulatory events, judicial rulings,
higher or lower withdrawal rates, or longer or
shorter participant life spans.

(vi) Impairment of non-financial assets

An impairment loss is recognised for the
amount by which an asset''s or cash-generating
unit''s carrying amount exceeds its recoverable
amount. To determine the recoverable amount,
management estimates expected future cash
flows from each asset or cash generating unit
and determines a suitable interest rate in order

to calculate the present value of those cash flows.
In the process of measuring expected future cash
flows, management makes assumptions about
future operating results. These assumptions
relate to future events and circumstances. The
actual results may vary and may cause significant
adjustments to the Company''s assets.

In most cases, determining the applicable
discount rate involves estimating the appropriate
adjustment to market risk and the appropriate
adjustment to asset specific risk factors.

(vii) Fair value of financial instruments
Management uses valuation techniques in
measuring the fair value of financial instruments
where active market quotes are not available. In
applying the valuation techniques, management
makes maximum use of market inputs and
uses estimates and assumptions that are, as far
as possible, consistent with observable data
that market participants would use in pricing
the instrument. Where applicable data is not
observable, management uses its best estimate
about the assumptions that market participants
would make. These estimates may vary from the
actual prices that would be achieved in an arm''s
length transaction at the reporting date.

(viii) Fair value of assets held for sale
Management uses valuation techniques in
measuring the fair value of financial instruments
where active market quotes are not available. In
applying the valuation techniques, management
uses its best esti mate about the assumptions that
market participants would make. These esti mates
may vary from the actual prices that would be
achieved in an arm''s length transaction at the
reporting date.

1.28 Business Combinations

The Company accounts for its business combinations
under acquisition method of accounting. Acquisition
related costs are recognised in the standalone
statement of profit and loss as incurred. The acquiree''s
identifiable assets, liabilities and contingent liabilities
that meet the condition for recognition are recognised
at their fair values at the acquisition date.

Purchase consideration paid in excess of the fair value
of net assets acquired is recognised as goodwill.
Where the fair value of identifiable assets and liabilities
exceed the cost of acquisition, after reassessing the fair
values of the net assets and contingent liabilities, the
excess is recognised as capital reserve.

Business Combination under Common control
Transactions arising from transfers of assets / liabilities,
interest in entities or businesses between entities

that are under the common control, are accounted at
historical carrying amounts. The difference, between
any consideration paid / received and the aggregate
historical carrying amounts of assets / liabilities and
interests in entities acquired / disposed (other than
impairment, if any), is recorded in capital reserve /
retained earnings, as applicable.

1.29 Goodwill

Goodwill is initially measured at cost, being the excess
of the aggregate of the consideration transferred and
the amount recognised for the net identifiable assets
acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate
consideration transferred, the Company reassesses
whether it has correctly identified all of the assets
acquired and all of the liabilities assumed and reviews
the procedures used to measure the amounts to be
recognised at the acquisition date. If the reassessment
still results in an excess of the fair value of net assets
acquired over the aggregate consideration transferred,
then the gain is recognised in other comprehensive
income (OCI) and accumulated in equity as capital
reserve. However, if there is no clear evidence of
bargain purchase, the Company recognises the gain
directly in equity as capital reserve, without routing
the same through OCI.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company''s cash
generating units that are expected to benefit from
the combination, irrespective of whether other assets
or liabilities of the acquire are assigned to those units.
A cash generating unit to which goodwill has been
allocated is tested for impairment annually, or more
frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the
cash generating unit is less than its carrying amount,
the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata based
on the carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognised in profit or
loss. An impairment loss recognised for goodwill is not
reversed in subsequent periods.

1.30 Dividend distribution to equity shareholders

The Company recognises a liability to make dividend
distributions to its equity holders when the distribution
is authorised and the distribution is no longer at
its discretion. As per the corporate laws in India, a
distribution is authorised when it is approved by the

shareholders. A corresponding amount is recognised
directly in equity.

In case of Interim Dividend, the liability is recognised
on its declaration by the Board of Directors.

1.31 Non-current assets held for sale/ distribution to
owners and discontinued operations

The Company classifies non-current assets (or disposal
group) as held for sale if their carrying amounts will
be recovered principally through a sale rather than
through continuing use.

Actions required to complete the sale should indicate
that it is unlikely that significant changes to the sale will
be made or that the decision to sell will be withdrawn.
Management must be committed to the sale expected
within one year from the date of classification.

The criteria for held for sale classification is regarded
met only when the assets is available for immediate
sale in its present condition, subject only to terms that
are usual and customary for sales of such assets, its sale
is highly probable; and it will genuinely be sold, not
abandoned. The Company treats sale of the asset to
be highly probable when:

• The appropriate level of management is
committed to a plan to sell the asset,

• An active programme to locate a buyer and
complete the plan has been initiated (if
applicable),

• The asset is being actively marketed for sale at a
price that is reasonable in relation to its current
fair value,

• The sale is expected to qualify for recognition as
a completed sale within one year from the date
of classification , and

• Actions required to complete the plan indicate
that it is unlikely that significant changes to
the plan will be made or that the plan will be
withdrawn.

Non-current assets held for sale are measured at the
lower of their carrying amount and the fair value less
costs to sell. Assets and liabilities classified as held for
sale are presented separately in the balance sheet.

An impairment loss is recognised for any initial or
subsequent write-down of the assets to fair value less
cost to sell. A gain is recognised for any subsequent
increases in the fair value less cost to sell of an assets
but not in excess of the cumulative impairment loss
previously recognised, A gain or loss previously not
recognised by the date of sale of the non-current
assets is recognised on the date of de-recognition.
Property, plant and equipment and intangible assets
once classified as held for sale/ distribution to owners
are not depreciated or amortised.

1.32 Segment Reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker.

1.33 Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended 31st
March, 2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions, applicable
to the Company w.e.f. 1st April, 2024. The Company
has reviewed the new pronouncements and based
on its evaluation has determined that it does not
have any significant impact in its Standalone financial
statements.

Standard issued but not yet effective:

On May 9, 2025, MCA notifies the amendments to
Ind AS 21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer
guidance on assessing currency exchangeability and
estimating exchange rates when currencies are not
readily exchangeable. The amendments are effective
for annual periods beginning on or after April 1, 2025.
The Company has assessed that there is no significant
impact on its financial statements.

(A) Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial
instruments, other balances with banks, loans and other receivables.

Credit risk arising from investment in quoted equity shares, mutual funds, derivative financial instruments and other balances
with banks is limited and there is no collateral held against these because the counterparties are banks and recognised
financial institutions with high credit ratings assigned by the international credit rating agencies.

The Company has disclosed financial instruments such as cash and cash equivalents, other bank balances, trade receivables, loans,
other financial assets, borrowings, trade payables and other financial liabilities at carrying value because their carrying amounts
are a reasonable approximation of the fair values due to their short term nature.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock
exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the
counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as
little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.

Level 3:The fair value of financial instruments that are measured on the basis of entity specific valuations using inputs that are
not based on observable market data (unobservable inputs).

Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include:

S the use of quoted market prices or dealer quotes for similar instruments.

S the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

S The fair value of investments in Mutual Fund Units is based on Net Asset Value ("NAV") as stated by the issuers of these

mutual fund units in the published statements as at the Balance Sheet Date. NAV represents the price at which the issuer
will issue further units of Mutual Fund and the price at which issuers will redeem such units from investors.

37 Financial Risk Managemen

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the
financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered
to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or
speculative instruments.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact
of hedge accounting in the financial statements.

Credit Risk

(C) Market Risk Management
i) Foreign Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency
transactions, primarily with respect to the USD and EURO. Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional
currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.

Liquidity Risk

Market Risk

- Foreign Exchange Risk

- Interest Rates

- Security Price

40 Segment Information

The company is engaged in Dyes, Dyes Intermediates and Basic Chemicals. Considering the nature of company''s business and
operations as well as reviews of operating results by the Chief Operating Decision Makers to make decisions about resource
allocation, performance allocation and performance measurement, the company has identified Dyes, Dyes Intermediates and
Basic Chemicals activities as only responsible segment in accordance with the requirements of Ind AS 108 operating segment.

The geographical segment has been considered for disclosure as secondary segment.

Two secondary segments have been identified based on the geographical locations of customers i.e. domestic and export.
Information about geographical segments are as below.

The estimates of future salary increases, considered in actuarial valuation have taken into account inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.

The rate used to discount defined benefit obligation (both funded and unfunded) is determined by reference to market
yield at the Balance Sheet date on high quality corporate bonds. In countries where there is no deep market in such
bonds the market yields (at the Balance Sheet Date) on government bonds shall be used. The currency and term of the
corporate bonds or government bonds shall be consistent with currency and estimated term of the post employment
benefit obligations.

The estimated term of the Obligation is around 9.39 years (P.Y. 9.10 years). The yields on the government bonds as at
the valuation date were 6.70% (P.Y. 7.20%). The expected contribution in the next year is '' 17.14 million.

Other long-term employee benefits

The Company provides for accumulation of compensated absences by certain categories of its employees. These
employees can carry forward a portion of the unutilised compensated absences and utilise them in future periods or
receive cash in lieu thereof as per the Company''s policy. The Company records a liability for compensated absences
in the period in which the employee renders the services that increases this entitlement. The total liability recorded
by the Company towards this obligation was '' 10.07 million and '' 1.38 million as at 31st March, 2025 and 31st March,
2024, respectively.

Liabilities recognized in respect of other long-term employee benefits such as compensated absences are measured
at the present value of the estimated future cash outflows expected to be made by the Company in respect of services
provided by employees up to the reporting date. These are determined actuarially using the projected unit credit
method.

48 Share Based Payments

a) The Company initiated the "ESOP 2017" for all eligible employees in pursuance of the special resolution approved by the
Shareholders in the Annual General Meeting held on 23rd September, 2017. The Scheme covers eligible employees (except
promoters or those belonging to the promoters'' group, independent directors and directors who either by himself or
through his relatives or through any body-corporate, directly or indirectly holds more than 10% of the outstanding Shares of
the Company). Under the Scheme, the Nomination and Remuneration Committee of directors of the Company, administers
the Scheme and grants stock options to eligible directors or employees of the Company. The Committee determines the
employees eligible for receiving the options and the number of options to be granted subject to overall limit of 1,000,000
options.

49 Details of loans given, investment made and guarantee given

Disclosure pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186 of the Companies
Act, 2013.

The Company has not given loan and guarantee to any of the subsidiaries. With regards to investment in subsidiary refer note 6

50 In month of December 2024, a fire incident occurred at blending operations area i.e. part of Dyes Plant at Unit 7 of the company,
located at Block No. 804, Village- Dudhwada, Ta. Padra, Dist. Vadodara, Gujarat. The fire was spread to nearby storage area only. The
fire was successfully controlled without disturbing or stoppage of major operational activities at the said unit. Further, there has
been no injury or loss to human life at our plant. This incident led to damage to mainly inventories and some part of property, plant
and equipment.

There is adequate insurance coverage under Industry All Risk policy for assets of the company. The Company has lodged
intimation of the incident to the insurance company and the survey is currently ongoing.

The primary assessment of loss for book value of inventories was '' 50.12 million and after considering reversal of Goods and
Services Tax of '' 6.76 million thereof, has recognised insurance claim receivable of '' 44.38 million to the extent of aforesaid losses.
The company is in the process of determining final claim for loss of inventories. With regard to property, plant and equipment,the
Company is in the process of determining loss for book value and claim for reinstatement of asset based on estimated cost. The
aforementioned losses and corresponding credit arising from insurance claim receivable has been presented on a net basis
(''12.50 million) under exceptional items in the above financial statements for the year ended March 31, 2025.

(viii) The Company has not identified any transaction
with Companies struck off under section 248 of the
Companies Act, 2013 or section 560 of the Companies
Act, 1956 and has no balances outstanding from
struck of Companies.

(ix) The Company has complied with the number of
layers prescribed under clause (87) of section 2 of the
Act read with Companies (Restriction on number of
Layers) Rules, 2017.

(x) The Company does not have any charges or
satisfaction of charges which is yet to be registered
with Registrar of Companies beyond the statutory
period.

(xi) The Company has not traded or invested in Crypto
currency or Virtual Currency during the financial
year.

53 The Company evaluates events and transactions that
occur subsequent to the balance sheet date but prior to
the approval of the financial statements to determine
the necessity for recognition and / or reporting of any of
these events or transactions in the financial statements.
As on May 27, 2025, there are no subsequent events to be
recognized or reported.

Notes:

(a) Since there is increase in profit after tax during the current year, return on equity is increased from 0.68% to 1.71%

(b) Since there is increase in turnover during the current year, trade receivable turnover ratio is increased from 3.54 to
4.48

(c) Since there is increase in revenue from operations, net capital turnover ratio is highr as compared to previous financial year.

(d) Since there is increase in net profit for the year, net profit ratio is higher as compared to previous financial year.

(e) Since there is increase in earnings before interest and tax for the year, return on capital employed is higher as compared to
previous financial year.

(f) Since there is increase in net profit for the year, return on

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Mar 31, 2024

1.13 Provision, Contingent Liabilities and Contingent Assets :

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

A contingent liability exists when there is a possible but not probable obligation or a present obligation that may, but probably will not; require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

1.14 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the financial asset or settle the financial liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

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

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company''s accounting policies.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

1.15 Financial Instruments

Financial assets and financial liabilities are recognized when a Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial

liabilities at fair value through profit or loss are recognized immediately in profit or loss.

An equity instrument is any contract that evidences a residual interest in the assets of a Company after deducting all of its liabilities. Equity instruments issued by a Company are recognised at the proceeds received, net of direct issue costs.

1.16 Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Financial assets that meet the following conditions are subsequently measured at amortized cost:

• The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For the impairment policy on financial assets measured at amortised cost, refer paragraph of Impairment of financial assets.

A financial asset that meet the following conditions are subsequently measured at fair value through other comprehensive income (FVOCI).

• The asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Interest income is recognized in profit or loss for FVTOCI debt instruments. For the purposes of recognizing foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortized cost. Thus, the exchange differences on the amortized cost are recognized in profit or loss and other changes in the fair value of FVTOCI financial assets are recognized in other comprehensive

income and accumulated under the heading of ''Reserve for debt instruments through other comprehensive income''. When the investment is disposed of, the cumulative gain or loss previously accumulated in this reserve is reclassified to profit or loss.

For the impairment policy on debt instruments at FVTOCI, refer paragraph of Impairment of financial assets.

All other financial assets are subsequently measured at fair value.

Effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the "Other income" line item.

Financial assets at fair value through profit or loss (FVTPL)

A financial asset that does not meet the amortised cost criteria or FVTOCI criteria (see above) is measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ''Other income'' line item. Dividend on financial assets at FVTPL is recognised when the Company''s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the Company, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Investments in subsidiaries and associates

Investments in subsidiaries and associates are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its

recoverable amount. On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts are recognised in the profit or loss. Upon first-time adoption of Ind AS, the Company has elected to measure its investments in subsidiaries and associates at the previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1^st April, 2016.

Impairment of financial assets

The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial /instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

If the Company measured loss allowance for a financial instrument at lifetime expected credit loss in the previous period, but determines at the end of a reporting period that the credit risk has not increased significantly since initial recognition due to improvement in credit quality as compared to the previous period, the Company again measures the loss allowance based on 12-month expected credit losses.

When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of

the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 11 and Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized

and the part that is no longer recognized on the basis of the relative fair values of those parts.

1.17 Financial liabilities

Classification as debt or equity

Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Financial liabilities

All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL.

Financial liabilities subsequently measured at amortized cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortized cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortized cost are determined based on the effective interest method. Interest expense that is not capitalized as part of costs of an asset is included in the ''Finance costs'' line item.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss

incorporates any interest paid on the financial liability and is included in the ''Finance Costs'' line item.

1.18 Derivative Financial Instrument and Hedge Accounting:

The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

Recognition and measurement of fair value hedge:

Derivative financial instrument is initially recognized at fair value on the date on which a derivative contract is entered into and is subsequently measured at fair value at each reporting date. Gain or loss arising from changes in the fair value of derivative financial instrument is recognized in the Statement of Profit and Loss. Derivative financial instrument is recognized as a financial asset in the Balance Sheet if its fair value as at reporting dates is positive as compared to carrying value and as a financial liability if its fair value as at reporting date is negative as compared to carrying value.

1.19 Cash Flow Statement:

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

1.20 Current versus non-current classification

The Company presents assets and liabilities in the Balance Sheet based on current / non- current classification.

An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the reporting period; or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

1.21 Operating Cycle:

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

1.22 Cash and Cash Equivalents:

The Company considers all highly liquid financial instruments, which are readily convertible into known amount of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents.

1.23 Borrowing Costs:

Borrowing costs attributable to the acquisition, construction or production of qualifying assets, are added to the cost of those assets, up to the date when the assets are ready for their intended use. All other borrowing costs are expensed in the period they occur.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the company during the year.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.24 Government grants and Subsidies:

Government grants are recognized when there is a reasonable assurance that the Company will comply with the conditions attached to them and grants will be received.

Government grants are recognized in Statement of Profit and Loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue in the

Balance Sheet and transferred to Statement of Profit and Loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognized in Statement Profit and Loss in the period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a governments grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

1.25 Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

1.26 Earnings per Share:

Basic earnings per equity share is computed by dividing the net profit/(loss) attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period.

Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the standalone financial statements by the Board of Directors.

1.27 Use of Estimates

The preparation of financial statements requires management of the Company to make judgements, estimates and assumptions that affect the reported assets and liabilities, revenue and expenses and disclosures relating to contingent

liabilities. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Estimates and underlying assumptions are reviewed by management at each reporting date. Actual results could differ from these estimates. Any revision of these estimates is recognised prospectively in the current and future periods.

Followings are the critical judgements and estimates:

1.27.1 Judgements

(i) Leases

Ind AS 116 -Leases requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company''s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

(ii) Income taxes

Significant judgements are involved in determining the provision for income taxes includingjudgement on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

In assessing the realisability of deferred tax assets, management considers whether some portion or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable

income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the company will realise the benefits of those deductible differences. The amount of the deferred income tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

(iii) Provisions and contingent liabilities

The Company exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, government regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

1.27.2 Estimates

(i) Useful lives of property, plant and equipment, and intangible assets

Property, plant and equipment, and intangibles assets represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company''s assets are determined by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life,such as changes in technology.

(ii) Sales returns

The Company accounts for sales returns accrual by recording an allowance for sales returns concurrent

with the recognition of revenue at the time of a product sale. This allowance is based on the Company''s estimate of expected sales returns. The estimate of sales returns is determined primarily by the Company''s historical experience in the markets in which the Company operates. With respect to established products, the Company considers its historical experience of sales returns, levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and the introduction of competitive new products, to the extent each of these factors impact the Company''s business and markets.

(iii) Provision for rebates and discounts

Provisions for rebates, discounts and other deductions are estimated and provided for in the year of sales and recorded as reduction of revenue. Provisions for such rebates and discounts are accrued and estimated based on historical average rate actually claimed over a period of time, current contract prices with customers.

(iv) Expected credit loss

The Company applies Expected Credit Losses ("ECL") model for measurement and recognition of loss allowance on the following:

• Trade receivables and lease receivables.

• Financial assets measured at amortised cost (other than trade receivables and lease receivables).

In accordance with In accordance with Ind AS 109 - Financial Instruments, the Company applies ECL model for measurement and recognition of impairment loss on the trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 - Revenue from Contracts with Customers.

(v) Accounting for defined benefit plans

In accounting for post-retirement benefits, several statistical and other factors that attempt to anticipate future events are used to calculate plan expenses and liabilities. These factors include expected return on plan assets, discount rate assumptions and rate of future compensation increases. To estimate these factors, actuarial consultants also use estimates such as withdrawal,

turnover, and mortality rates which require significant judgement. The actuarial assumptions used by the Company may differ materially from actual results in future periods due to changing market and economic conditions, regulatory events, judicial rulings, higher or lower withdrawal rates, or longer or shorter participant life spans.

(vi) Impairment of non-financial assets

An impairment loss is recognised for the amount by which an asset''s or cash-generating unit''s carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each asset or cash generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. In the process of measuring expected future cash flows, management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary and may cause significant adjustments to the Company''s assets.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset specific risk factors.

(vii) Fair value of financial instruments

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm''s length transaction at the reporting date.

(viii) Fair value of assets held for sale

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management uses its best estimate about the assumptions that market participants would make. These estimates

may vary from the actual prices that would be achieved in an arm''s length transaction at the reporting date.

1.28 Business Combinations

The Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the standalone statement of profit and loss as incurred. The acquiree''s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date.

Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve.

Business Combination under Common control

Transactions arising from transfers of assets / liabilities, interest in entities or businesses between entities that are under the common control, are accounted at historical carrying amounts. The difference, between any consideration paid / received and the aggregate historical carrying amounts of assets / liabilities and interests in entities acquired / disposed (other than impairment, if any), is recorded in capital reserve / retained earnings, as applicable.

1.29 Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income (OCI) and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the Company recognises the gain directly in equity as capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company''s cash generating units that are expected to benefit from the

combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

1.30 Dividend distribution to equity shareholders

The Company recognises a liability to make dividend distributions to its equity holders when the distribution is authorised and the distribution is no longer at its discretion. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

In case of Interim Dividend, the liability is recognised on its declaration by the Board of Directors.

1.31 Non-current assets held for sale/ distribution to owners and discontinued operations

The Company classifies non-current assets (or disposal group) as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use.

Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.

The criteria for held for sale classification is regarded met only when the assets is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, its sale is highly probable; and it will

genuinely be sold, not abandoned. The Company treats sale of the asset to be highly probable when:

• The appropriate level of management is committed to a plan to sell the asset,

• An active programme to locate a buyer and complete the plan has been initiated (if applicable),

• The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

• The sale is expected to qualify for recognition as a completed sale within one year from the date of classification , and

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.

An impairment loss is recognised for any initial or subsequent write-down of the assets to fair value less cost to sell. A gain is recognised for any subsequent increases in the fair value less cost to sell of an assets but not in excess of the cumulative impairment loss previously recognised, A gain or loss previously not recognised by the date of sale of the non-current assets is recognised on the date of de-recognition.

Property, plant and equipment and intangible assets once classified as held for sale/ distribution to owners are not depreciated or amortised.

1.32 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Chief Financial Officer of the Company has been identified as CODM and he assesses the financial performance and position of the Company and make strategic decisions.

18.2 Rights, preferences and restrictions attached to shares Equity shares

The Company has only one class of equity shares having a par value of '' 2/- per share. Each shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend.

Preference shares

The Company has only one class of non-convertible, non-cumulative redeemable preference shares having a par value of '' 10/- per share. Each shareholder shall have a right to attend general meeting of the Company and vote on resolutions directly affecting their interest. In the event of liquidation, the preference shareholders shall be entitled to a preferential right of return of the amount paid up on the shares, but shall not have any further right or claim over the surplus asset of the Company. The holder of these shares shall be entitled to receive dividend at fixed rate i.e. @ 9% on paid up value of shares subject to declaration of dividend by the Company but do not have right to participate in surplus profit.

19.1 Nature and purpose of Reserves Capital Reserves

The Company recognised profit or loss on sale, issue, purchase or cancellation of the Company''s own equity instruments to capital reserve. Capital reserve may be used by the Company only for some specific purpose.

Capital Redemption Reserve

Capital redemption reserve is created during redemption of Preference Shares and it is a non-distributable reserve.

Securities Premium

Securities Premium has been created consequent to issue of shares at premium. These reserves can be utilised in accordance with Section 52 of the Companies Act, 2013.

Employee Stock Options Outstanding Account

The fair value of the equity-settled share based payment transactions is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

General Reserve

General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes."

Retained Earnings

Retained earnings represents the amount of profits of the Company earned till date net of appropriation that can be distributed by the Company as dividends considering the requirements of the Companies Act, 2013.

20.1 Nature of security and terms of repayment for non-current secured borrowings:

Term loan amounting to '' 5,218.68 million (P. Y. : '' 4,101.98 million) at rate of interest from 8.70% to 9.80% (P. Y. 8.05% to 9.20%)

The loan is repayable in 23 quarterly instalments, the first instalment payable in June 2023 and the last instalment payable in December 2028.

Term loan amounting to '' 162.00 million (P. Y 187.00 million) carries an interest rate of 10.10% (P.Y. 8.60%)

The loan is repayable in 15 quarterly instalments, the first instalment payable in September 2023 and the last instalment payable in March 2027.

20.2 These facilities are secured by first paripassu mortgage /hypothecation and charge on all the Company''s movable and immovable properties created or acquired at

i) Unit VII - Block No. 804, Village - Dudhwada, Ta. Padra, Dist. Vadodara, Gujarat

ii) Unit VIII - Block No. 106, 108, Village: Ekalbara, Ta. Padra, Dist. Vadodara, Gujarat

iii) Unit X - Plot No. 525, Village: Dudhwada, Ta: Padra, Dist. Vadodara, Gujarat

iv) Saykha - Plant / Unit at Saykha project

v) Plant / Unit at SIEL Chemical Complex" A second paripassu charge on all Company''s current assets and receivables, including book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising, present and future.

20.3 Current Maturities of Long Term Borrowings (Refer Note 22) of '' 950.70 million (P.Y. : 670.65 million)

37 FINANCIAL RISK MANAGEMENT

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact of hedge accounting in the financial statements

Risk

(A) Credit Risk

(B) Liquidity Risk

(C) Market Risk

(i) Foreign Exchange Risk

(ii) Interest Rates

(iii) Security Price

(A) Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables.

Credit risk arising from investment in quoted equity shares, mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

38 CAPITAL MANAGEMENT

The Company''s objectives when managing capital are to

S Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

S Maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by Total ''equity'' (as shown in the balance sheet).

Short-term and other long-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

The Company provides for accumulation of compensated absences by certain categories of its employees. These employees can carry forward a portion of the unutilised compensated absences and utilise them in future periods or receive cash in lieu thereof as per the Company''s policy. The Company records a liability for compensated absences in the period in which the employee renders the services that increases this entitlement. The total liability recorded by the Company towards this obligation was '' 1.38 million and '' Nil as at 31^st March, 2024 and 31^st March, 2023, respectively.

Liabilities recognized in respect of other long-term employee benefits such as compensated absences are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date. These are determined actuarially using the projected unit credit method.

Post Emplyment Benefits

Gratuity: The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company''s financial statements based on actuarial valuations being carried out As at 31^st March, 2024.

48. SHARE BASED PAYMENTS

a) The Company initiated the "ESOP 2017" for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Annual General Meeting held on 23^rd September, 2017. The Scheme covers eligible employees (except promoters or those belonging to the promoters'' group, independent directors and directors who either by himself or through his relatives or through any body-corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company). Under the Scheme, the Nomination and Remuneration Committee of directors of the Company, administers the Scheme and grants stock options to eligible directors or employees of the Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 1 million options.

50 DISCLOSURE PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has not given loan and guarantee. With regards to investment in subsidiary refer note 6

51 A Scheme of Amalgamation of S P S Processors Private Limited ("SPS") with the Company (the "Scheme") was approved by the Board of Directors of the Company at their meeting held on 29^th October, 2021, with effect from appointed date of 1^st April, 2021. SPS is engaged in the business of manufacture of dyes intermediates. The Scheme was approved by Hon''ble NCLT, Ahmedabad Bench vide its order dated 02^nd November, 2022. The Scheme has accordingly been given effect in the financial statements of Bodal Chemicals Limited from the Appointed date. As the transaction took place between the entities which are under common control, the Company has followed pooling of interest method as per ''Appendix C of Ind AS 103 - Business Combination.

Notes:

(a) Since there is increase in repayment of long term borrowings during the current year, Debt Service Coverage Ratio is decreased from 3.69 to 1.13

(b) Since there is decrease in Net Profit for the year, Return on Equity was lower as compared to previous financial year.

(c) Since there is decrease in revenue from operations, Net Capital Turnover Ratio was lower as compared to previous

financial year.

(d) Since there is decrease in Net Profit for the year, Net Profit Ratio is lower as compared to previous financial year.

(e) Since there is decrease in Net Profit for the year, Return on Investments is lower as compared to previous financial year.

53 OTHER STATUTORY INFORMATION :

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(iv) Title deeds of all the Immovable Properties are held in name of the Company.

(v) The Company has complied with the Scheme of Arrangements as approved by the National Company Law Tribunal (NCLT) in terms of sections 230 to 237 of the Companies Act, 2013 as is accounted in the financial statements in accordance with accounting standards.

(vi) There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(vii) The Company has not been declared a wilful defaulter by any bank or financial institution.

(viii) The Company has not identified any transaction with Companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 and has no balances outstanding from struck of Companies.

(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(x) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(xi) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

54 The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of the

financial statements to determine the necessity for recognition and / or reporting of any of these events or transactions in the financial

statements. As on May 24, 2024, there are no subsequent events to be recognized or reported.

As Per Our Report of even date attached

For Naresh J. Patel & Co. For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No. 123227W

Chintan N. Patel Suresh J. Patel Bhavin S. Patel

---

Mar 31, 2023

1. Pursuant to the Scheme of Amalgamation u/s 230 to 233 and other applicable Provisions of the Companies Act, 2013, Pursuant to the Scheme of amalgamation of SPS Processors Pvt. Ltd. (Transferor Company) with Bodal Chemicals Ltd ("the Company"), with effect from 1st April 2021 (appointed date), as approved by the Hon''ble NCLT, Ahmedabad Bench vide its order dated 2nd November 2022; Authorised Share Capital of SPS Processors Pvt. Ltd. of '' 1,65,00,000/-has been added in the Authorised Share Capital of the Company.

2. Rights, preferences and restrictions attached to shares Equity shares

The Company has only one class of equity shares having a par value of '' 2/- per share. Each shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend.

preference shares

The Company has only one class of non-convertible, non-cumulative redeemable preference shares having a par value of '' 10/- per share. Each shareholder shall have a right to attend general meeting of the Company and vote on resolutions directly affecting their interest. In the event of liquidation, the preference shareholders shall be entitled to a preferential right of return of the amount paid up on the shares, but shall not have any further right or claim over the surplus asset of the Company. The holder of these shares shall be entitled to receive dividend at fixed rate i.e. @ 9% on paid up value of shares subject to declaration of dividend by the Company but do not have right to participate in surplus profit.

*During the financial year, holding of Promoter and promoter group of the Company remains same by number of shares but due to allotment of shares underESOP percentage of their shareholding is changed.

17.7 The Board of directors has recommended a final dividend of '' 0.10 (PY. : '' 0.80) per equity share for the financial year ended 31st March 2023. The proposal is subject to the approval of shareholders at the annual general meeting and hence is not recognised as a liability.

18.1 Nature and purpose of Reserves Capital Reserves

The Company recognised profit or loss on sale, issue, purchase or cancellation of the Company''s own equity instruments to capital reserve. Capital reserve may be used by the Company only for some specific purpose.

Capital Redemption Reserve

Capital redemption reserve created during redemption of Preference Shares and it is a non-distributable reserve. Securities Premium

Securities Premium has been created consequent to issue of shares at premium. These reserves can be utilised in accordance with Section 52 of the Companies Act, 2013.

Employee Stock Options Outstanding Account

The fair value of the equity-settled share based payment transactions is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

General Reserve

General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes.

Retained Earnings

Retained earnings represents the amount of profits of the Company earned till date net of appropriation that can be distributed by the Company as dividends considering the requirements of the Companies Act, 2013.

19.1 nature of security and terms of repayment for non-current secured borrowings:

The HDFC term loan amounting to '' 1,375.99 million (P Y. : '' 1,064.00 million) carries an interest rate of 9.20% (P Y. 6.70%)

The EXIM term loan amounting to '' 946.29 million (P Y.: '' 946.04 million) carries an interest rate of 8.05% (PY. 6.75%)

The term loan payable to Union bank for Saykha Project amounting to '' 342.58 million (PY. : '' 127.32 million) carries an interest rate of 8.25% (PY. 7.25%)

The term loan payable to Union bank for SCC project amounting to '' 402.25 million (PY. : '' NIL) carries an interest rate of 8.65% (PY. NIL)

The term loan payable to Indian bank amounting to '' 1034.86 million (PY. NIL) carries an interest rate of 8.10% (PY. NIL)

The EXIM term loan amounting to '' 187.00 million (P Y. NIL) carries an interest rate of 8.60%

19.2 These facilities are secured by first paripassu mortgage /hypothecation and charge on all the Company''s movable and immovable properties created or acquired at

i) Unit VII - Block No. 804, Village - Dudhwada, Ta. Padra, Dist. Vadodara, Gujarat

ii) Unit VIII - Block No. 106, 108, Village: Ekalbara, Ta. Padra, Dist. Vadodara, Gujarat

iii) Unit X - Plot No. 525, Village: Dudhwada, Ta: Padra, Dist. Vadodara, Gujarat

iv) Saykha - Plant / Unit at Saykha project

v) Plant / Unit at SIEL Chemical complex

A second paripassu charge on all Company''s current assets and receivables, including book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising, present and future

The loan is repayable in 23 quarterly instalments, the first instalment payable in June 2023 and the last instalment payable in December 2028.

19.3 Current Maturities of Long Term Borrowings (Refer Note 20) of '' 670.65 million (PY. : Nil)

20.1 Secured Loan : Working capital loans from banks are secured by hypothecation of inventories, book debts and bills drawn under letters of credit and confirmed contracts and collaterally secured by equitable mortgage of immovable property and hypothecation of Plant & Machinery of Unit-7, Unit-8 and Unit-10 of the Company.

Rate of interest is from 3.56% to 9.05% (PY. 0.38% to 7.60%)

20.2 Maximum amount outstanding towards Commercial Papers is '' NIL (PY. : 500 million)

20.3 There were no discrepancies between the quarterly returns/statements submitted to bank for current assets given as security and the books of account for the respective quarter.

The Company has disclosed financial instruments such as cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, borrowings, trade payables and other financial liabilities at carrying value because their carrying amounts are a reasonable approximation of the fair values due to their short term nature.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2 The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: The fair value of financial instruments that are measured on the basis of entity specific valuations using inputs that are not based on observable market data (unobservable inputs).

Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include:

S the use of quoted market prices or dealer quotes for similar instruments

S the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date

S The fair value of investments in Mutual Fund Units is based on Net Asset Value ("NAV") as stated by the issuers of these mutual fund units in the published statements as at the Balance Sheet Date. NAV represents the price at which the issuer will issue further units of Mutual Fund and the price at which issuers will redeem such units from investors.

34 FINANCIAL RISK MANAGEMENT

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact of hedge accounting in the financial statements

(A) Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables.

Credit risk arising from investment in quoted equity shares, mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

(B) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses,Company treasury maintains flexibility in funding by maintaining availability at all times.

The table below analyses financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

(C) Market Risk Management

i) Foreign Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions,primarily with respect to the USD and EURO. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency (''). The risk is measured through a forecast of highly probable foreign currency cash flows.

ii) Cash flow and fair value interest rate risk

The Company''s interest rate risk arises mainly from borrowings with variable rates,which expose the Company to cash flow interest rate risk. During 31st March 2023 and 31st March 2022, the Company''s borrowings at variable rate were mainly denominated in '' & USD.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

iii) Security Price Risk

The Company''s exposure to securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through profit or loss.

To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

35 CAPITAL MANAGEMENT

The Company''s objectives when managing capital are to

S safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

S Maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio: Net debt (total borrowings net of cash and cash equivalents) divided by Total ''equity'' (as shown in the balance sheet).

37 SEGMENT INFORMATION

The Company is engaged in Dyes, Dyes Intermediates and Basic Chemicals. Considering the nature of company''s business and operations as well as reviews of operating results by the Chief Operating Decision Makers to make decisions about resource allocation, performance allocation and performance measurement, the Company has identified Dyes, Dyes Intermediates and Basic Chemicals activities as only responsible segment in accordance with the requirements of Ind AS 108 operating segment.

The geographical segment has been considered for disclosure as secondary segment.

Two secondary segments have been identified based on the geographical locations of customers i.e. domestic and export. Information about geographical segments are as below.

Post Employment Benefits

Gratuity: The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company''s financial statements based on actuarial valuations being carried out As at 31st March 2023.

The estimates of future salary increases, considered in actuarial valuation have taken into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The rate used to discount defined benefit obligation (both funded and unfunded) is determined by reference to market yield at the Balance Sheet date on high quality corporate bonds. In countries where there is no deep market in such bonds the market yields (at the Balance Sheet Date) on government bonds shall be used. The currency and term of the corporate bonds or government bonds shall be consistent with currency and estimated term of the post employment benefit obligations.

The estimated term of the Obligation is around 10.55 years (PY. 10.66 years). The yields on the government bonds as at the valuation date were 7.45% (PY. 7.15%). The expected contribution in the next year is '' 12.49 million.

41 CONTINGENT LIABILITIES AND COMMITMENTS ('' in million)
Particulars	FY 2022-23	FY 2021-22
1) Disputed matters in appeals/contested in respect of:
i. Income Tax	81.20	18.45
ii. Excise	45.61	25.53

Future cash outflows in respect of the above are determinable only on receipt of Judgments /decisions pending with various forums/authorities. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the additional demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

('' in million)
particulars	FY 2022-23	FY 2021-22
2) Letter of Credit issued by bankers and outstanding	189.79	871.65
3) Guarantee given by the Company (Refer Note 42)	327.01	200.85
(b) Commitments
		('' in million)
particulars	FY 2022-23	FY 2021-22
i. Estimated amount of Contracts remaining to be executed on capital account	1,333.87	2,393.05
and not provided for, net of advances.

Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.

45 SHARE BASED PAYMENTS

a) The Company initiated the "ESOP 2017" for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Annual General Meeting held on 23rd September 2017. The Scheme covers eligible employees (except promoters or those belonging to the promoters'' group, independent directors and directors who either by himself or through his relatives or through any body-corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company). Under the Scheme, the Nomination and Remuneration Committee of directors of the Company, administers the Scheme and grants stock options to eligible directors or employees of the Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 1,000,000 options.

46 A Scheme of Amalgamation of S P S Processors Pvt. Ltd. ("SPS") with the Company (the "Scheme") was approved by the Board of Directors of the Company at their meeting held on 29th October 2021, with effect from appointed date of 1st April 2021. SPS is engaged in the business of manufacture of dyes intermediates. The Scheme was approved by Hon''ble NCLT Ahmedabad Bench vide its order dated 2nd November 2022. The Scheme has accordingly been given effect in the financial statements of Bodal Chemicals Ltd. from the Appointed date. As the transaction took place between the entities which are under common control, the Company has followed pooling of interest method as per ''Appendix C of Ind AS 103 - Business Combination. The figures presented in the financial statements, including comparatives are after giving effect to the said Scheme.

The consideration was paid by way of issue of 29,70,700 Company''s equity shares of '' 2 each in exchange of 48,700 equity shares of '' 10 each of SPS. All assets and liabilities including reserves are recorded in the books of accounts of the Company at their carrying amount as appearing in the consolidated financial statements of the Company. This has resulted in negative capital reserve of '' 62,23,394 adjusted in balance of Capital Reserve as on the date of acquisition.

The following class of items are reclassified due to accounting of amalgamation scheme as per Appendix C of IND-AS 103.

(c) Current financial year was affected by recession, hence Net Profit Ratio was lower as compared to previous financial year.

(d) Current financial year was affected by recession, hence Return on Investments was lower as compared to previous financial year.

(e) Current financial year was affected by recession, hence Net Capital Turnover Ratio was lower as compared to previous financial year.

(f) Current financial year was affected by recession, hence Return on Capital employed was lower as compared to previous financial year.

(g) Previous financial year was affected by COVID-19, hence Return on Equity was lower as compared to current financial year.

50 OTHER STATUTORY INFORMATION :

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) other than as disclosed below, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(iv) Title deeds of all the Immovable Property are held in name of the Company.

(v) The Company has complied with the Scheme of Arrangements as approved by the National Company Law Tribunal (NCLT) in terms of sections 230 to 237 of the Companies Act, 2013 as is accounted in the financial statements in accordance with accounting standards.

(vi) There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(vii) The Company has not been declared a wilful defaulter by any bank or financial institution.

(viii) The Company has not identified any transaction with Companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 and has no balances outstanding from struck of Companies.

(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(x) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

51 The Code on Social Security, 2020 and Code of wages, 2019 relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Codes have been published in the Gazette of India. However,the date on which the Codes will come into effect has not been notified. The Company will assess the impact of the Codes when it comes into effect and will record any related impact in the period the Codes become effective.

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Mar 31, 2018

1. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

2. Business combinations

Ind AS 103 Business Combinations has not been applied to acquisitions of subsidiaries, or of interests in associates and joint ventures and transactions which are considered businesses for Ind AS, that occurred before 1stApril, 2016. The carrying amounts of assets and liabilities in accordance with Previous GAAP are considered as their deemed cost at the date of acquisition. After the date of the acquisition, measurement is in accordance with Ind AS.

3. Deemed cost for property, plant and equipment and intangible assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for decommissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Asset.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

4. Fair value measurement of financial assets or financial liabilities

First-time adopters may apply Ind AS 109 to day one gain or loss provisions prospectively to transactions occurring on or after the date of transition to Ind AS. Therefore, unless a first-time adopter elects to apply Ind AS 109 retrospectively to day one gain or loss transactions, transactions that occurred prior to the date of transition to Ind AS do not need to be retrospectively restated.

5. Investment in Subsidiaries, Associates & Joint Ventures

The carrying amounts of the Company''s investments in its subsidiary and associate companies as per the financial statements of the Company prepared under Previous GAAP, are considered as deemed cost for measuring such investments in the opening Ind AS Balance Sheet

Transition to Ind AS - Reconciliations

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from IGAAP to Ind AS.

The presentation requirements under IGAAP differs from Ind AS and hence the IGAAP information has been reclassified for ease of reconciliation with Ind AS. The reclassified IGAAP information is derived based on the audited financial statements of the Company for the year ended March 31, 2016 and March 31, 2017.

The following reconciliations provide the explanations and quantification of the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

I. Reconciliation of Equity as at 1st April, 2016 and as at 31st March, 2017

II. Reconciliation of Statement of Profit and Loss for the year ended 31st March, 2017

III. Adjustments to Statement of Cash Flows for the year ended 31st March, 2017

Previous GAAP figures have been reclassified/regrouped wherever necessary to conform with the financial statements prepared under Ind AS.

* As required under Paragraph (10C) of Ind AS 101, the Company has reclassified items that it recognised in accordance with previous GAAP as one type of asset, liability or component of equity, but are a different type of asset, liability or component of equity in accordance with Ind ASs.

III. Adjustments to Statement of Cash Flows for the year ended 31st March, 2017

There were no material differences between the Statement of Cash Flows presented under Ind AS and the Previous GAAP

Notes to the Reconciliations 1: Investments

In the financial statements prepared under Previous GAAP Non-current Investments of the Company were measured at cost less provision for diminution (other than temporary). Under Ind AS, the Company has recognised such investments as follows

- Quoted Equity Shares - At fair value through profit and loss (FVTPL)

- Quoted Mutual Fund - At fair value through profit and loss (FVTPL)

- Unquoted Equity Shares - At cost

- Equity shares of subsidiary and associate companies - At cost

- Preference shares of associate company - At cost

Ind AS requires the above investments to be recognised at fair value (except investments in equity shares of subsidiary and associate companies).

On the date of transition to Ind AS, the difference between the fair value of Investments as per Ind AS and their corresponding carrying amount as per financial statements prepared under Previous GAAP has resulted in a decrease in the carrying amount of these investments by Rs. 0.89 million which has been recognised directly in retained earnings (Equity).

As at 31st March, 2017, the difference between the fair value of Investments as per Ind AS and their corresponding carrying amount as per financial statements prepared under Previous GAAP has resulted in an increase in the carrying amount of these investments by Rs. 48.69 million. On such fair valuation, net gain amounting to 49.58 million has been recognised in other income in the Statement of Profit and Loss.

The above transition has resulted in decrease in equity by Rs. 0.89 million as at date of transition to Ind AS and increase by Rs. 48.69 million as at 31st March, 2017.

2 : Trade Receivables

On the date of transition to Ind AS, the provision for expected credit loss on trade receivables has resulted in a decrease in the carrying amount of these receivables by Rs. 2.85 million which has been recognised directly in retained earnings (Equity). Deferred Tax Liability of Rs.0.99 million has been recognized on such provision.

As at 31st March, 2017, the provision for expected credit loss on trade receivables has resulted in a decrease in the carrying amount of these receivables by Rs. 2.42 million. On such provision, net gain amounting to Rs. 0.43 million has been recognised in other income in the Statement of Profit and Loss. Deferred Tax Liability of Rs.0.15 lakhs has been recognized on such gain.

The above transition has resulted in decrease in equity by Rs. 1.86 million as at date of transition to Ind AS and increase by Rs. 0.28 million as at 31st March, 2017.

3 : Other Financial Assets / Liabilities

Under Ind AS, foreign exchange forward contracts are mark-to-market as at each Balance Sheet date and unrealised net gain or loss is recognised. Derivative assets and derivative liabilities are presented on gross basis. Under previous GAAP in case of forward contracts covered under AS 11, difference between forward rate and spot rate was recognised in profit or loss over the term of contract. This difference has resulted in decrease in equity under Ind AS Rs. 20.42 million as at March 31, 2017 and deferred tax of Rs. 7.07 million on such provision has been recognised (decrease of Rs. 7.34 million as at April 1, 2016 and Deferred Tax Liability of Rs. 2.54 million has been recognized on such provision) and decrease of profit by Rs. 13.08 million for the year ended March 31, 2017 and deferred tax of Rs. 0.45 million has been recognized on such gain.

4 : Remeasurements of Net Defined Benefit Plans

In the financial statements prepared under Previous GAAP remeasurement benefit of defined plans (gratuity), arising primarily due to change in actuarial assumptions was recognised as employee benefits expense in the Statement of Profit and Loss. Under Ind AS, such remeasurement benefits relating to defined benefit plans is recognised in OCI as per the requirements of Ind AS 19- Employee benefits. Consequently, the related tax effect of the same has also been recognised in OCI.

For the year ended 31st March, 2017, remeasurement of gratuity liability resulted in a net cost of Rs. 2.87 million which has now been removed from employee benefits expense in the Statement of Profit and Loss and recognised separately in OCI. This has resulted in decrease in employee benefits expense by Rs. 2.87 million and loss in OCI by Rs. 2.87 million for the year ended 31st March, 2017. Consequently, tax effect of the same amounting to Rs. 0.99 million is also recognized separately in OCI.

5: Deferred Tax

Under Previous GAAP, deferred taxes were recognised for the tax effect of timing differences between accounting profit and taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are recognised using the balance sheet for future tax consequences of temporary differences between the carrying value of assets and liabilities and their respective tax bases. The above difference, together with the consequential tax impact of the other Ind AS transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or through other comprehensive income.

The above changes have resulted in creation of deferred tax liabilities (net) amounting to Rs. 3.52 million as at date of transition to Ind AS and Rs. 7.90 million as at 31st March, 2017. For the year ended 31st March, 2017, it has resulted in

an increase in deferred tax expense by Rs. 3.38 million in the Statement of Profit and Loss and recognition of deferred tax benefit by Rs. 0.99 million in OCI.

6: Other comprehensive income

Under IGAAP, actuarial gains and losses were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of re-measurement of the net defined benefit liability / asset which is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in other comprehensive income under Ind AS instead of profit or loss. The actuarial losses for the year ended March 31, 2017 were Rs. 2.87 million and the tax effect thereon Rs. 0.99 million. This change does not affect total other equity, but there is a increase in profit before tax of Rs.

2.87 million, and in total profit of Rs. 1.87 million for the year ended March 31, 2017.

29.1 Revenue from operations for period up to 30th June, 2017 included Excise duty, which is discontinued from 1st July, 2017 on implementation of Goods and Service tax (GST) in India. In accordance with Ind AS 18 - Revenue, GST, is not included in revenue from operations. In view of the aforesaid restructuring of Indirect taxes, revenue from operations for the year ended on 31st March, 2018 is not comparable with previous year.

36.1 During the year, the Company has changed its method of providing depreciation on fixed assets from Written Down Value Method (WDV) to Straight Line Method (SLM) with effect from 1st April, 2017.

Due to the change in the method of depreciation, the amount of depreciation has been lower by Rs.149.27 million for the year ended on 31st March, 2018 and hence the said figures are not comparable with the figures of the corresponding year.

If the Company would have continued to provide depreciation on earlier method (WDV) on its assets, the profit after tax would have been Rs.1178.41 million instead of Rs.1275.44 million for the year ended 31st March, 2018.

The Company has disclosed financial instruments such as cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, borrowings, trade payables and other financial liabilities at carrying value because their carrying amounts are a reasonable approximation of the fair values due to their short term nature.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date

- The fair value of investments in Mutual Fund Units is based on Net Asset Value ("NAV”) as stated by the issuers of these mutual fund units in the published statements as at the Balance Sheet Date. NAV represents the price at which the issuer will issue further units of Mutual Fund and the price at which issuers will redeem such units from investors.

7. Financial Risk Management

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements

(B) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability at all times.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, the Company''s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

(A) Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables.

Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

The Company is making provision on trade receivables based on Expected Credit Loss Model (ECL).

(C) Market Risk Management

i) Foreign Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US$ and EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.

ii) Cash flow and fair value interest rate risk

The Company''s main interest rate risk arises from borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 31 March 2018 and 31 March 2017, the Company''s borrowings at variable rate were mainly denominated in INR & USD.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

iii) Security Price Risk

The Company''s exposure to securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through profit or loss.

To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

8. Capital Management

The Company''s objectives when managing capital are to

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- Maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:

Notes:-

(i) Bodal Agrotech Ltd is amalgamated with Bodal Chemicals Ltd w.e.f 1st, April, 2016 and in previous year loan was given for acquisition of assets and other business purposes and has been utilized for the same.

(ii) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

Defined Benefits Plan

Gratuity: The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company''s financial statements based on actuarial valuations being carried out as at 31st March 2018.

9. Brief Description of exceptional items:

During the previous year 2016-17, the Company had sold out Unit-5 located at Ankleswar- GIDC, Bharuch, Gujarat. The Company has gained Rs. 48.55 million out of sale of whole unit and the same is disclosed under "Exceptional items” in the statement of Profit and loss.

48. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under for the year 2017-18, to the extent the Company has received intimation from the "Suppliers” regarding their status under the Act.

10 Corporate Social Responsibility Expenses

A. Gross amount required to be spent by the Company during the year 2017-18 Rs. 31.07 million (Previous year - Rs. 21.50 million)

50. Share Based Payments

a) The Company initiated the "ESOP 2017” for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Annual General Meeting held on 23rd September, 2017. The Scheme covers eligible employees (except promoters or those belonging to the promoters'' group, independent directors and directors who either by himself or through his relatives or through any body-corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company). Under the Scheme, the Nomination and Remuneration Committee of directors of the Company, administers the Scheme and grants stock options to eligible directors or employees of the Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 1,000,000 options.

c) Fair Value on the grant date

The fair value on the grant date is determined using "Black Scholes Model”, which takes into account exercise price, term of the option, share price at grant date and expected price volatility of the underlying shares, expected dividend yield and risk free interest rate for the term of the option.

The model inputs for options granted during the year ended 31st March, 2018 included as mentioned below.

a) Weighted average exercise price Rs. 50/-

b) Grant date: 13/01/2018

c) Vesting Period: 13/01/2018 to 12/01/2019

d) Share Price at grant date: Rs. 168.70

e) Expected price volatility of Company''s share: 31%

f) Expected dividend yield: 0.19%

g) Risk free interest rate: 7.45 %

The expected price volatility is based on the historic volatility (based on remaining life of the options).

11. The Ind AS financial Statements of the Company for the year ended 31st March, 2017, were audited by M/s. Mayank Shah & Associates, Chartered Accountants, the predecessor statutory auditors.

12. Previous year''s figures have been rearranged and reclassified wherever necessary to correspond with the current year.

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Mar 31, 2017

Company Background

Bodal Chemicals Limited (the ‘Company’) is a public limited Company incorporated under the Companies Act 1956. The Company is engaged in the business of manufacturing of Dyes, Dye Intermediates and Basic Chemicals.

1.1 Pursuant to the Scheme of Amalgamation u/s 391 to 394 of the Companies Act, 1956 and u/s 52 of the Companies Act, 2013 for amalgamation of Bodal Agrotech Ltd. (Transferor Company) with the Company, with effect from 1st April, 2016 (appointed date), as sanctioned by the Hon’ble High Court of Gujarat dated 11th November 2016, Authorised Share Capital of Bodal Agrotech Ltd. of RS.30 millions has been added in the Authoried Share Capital of the Company

1.2 Rights, preferences and restrictions attached to shares Equity shares

The Company has only one class of equity shares having a par value of RS.2/- per share. Each shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

1.3 The Board of Directors at its meeting held on 3rd August, 2016 declared an interim dividend of H0.30 (Paise thirty only) per equity share of RS.2/- each. The total dividend appropriation for the year ended 31st March, 2017 amounted to RS.39.40 millions including corporate dividend tax of RS.6.67 millions.

1.4 The Board of Directors at its meeting held on 25th May, 2017 has recommended a final dividend of H0.50 (Paise fifty only) per equity share for the financial year ended March 31, 2017. The proposal is subject to the approval of shareholders at the Annual General Meeting and if approved would result in a cash outflow of RS.65.66 millions including corporate dividend tax of RS.11.11 millions.

2.1 Working Capital Loans from Banks are secured by Hyp. Of Inventories, Book Debts and bills drawn under letter of credit and confirmed contracts and collaterally secured by equitable mortgage of Immovable property and Hyp. Of P&M of the company and personal guarantees of the Chairman and Managing Director and Executive directors.

2.2 Unsecured Working Capital Loan from Bank is personally guaranteed by Chairman and Managing Director and Executive directors.

3.1 Trade Payables include RS.66.71 millions (PY RS.8.38 millions) to related parties (refer note 33)

4.1 There is no amount due and outstanding to be transferred to the Investor Education and Protection Fund as on 31st March 2017

4.2 Other Current Liabilities includes Deferred Premium, Interest payable, expenses payable etc.

4.3 Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

5.1 Provision for Employee Benefits include RS.1.18 millions (PY 15.31 millions) to related parties (refer note 33)

6.1 1 (One) Equity Share of Bhageria Industries Ltd. of RS.10/- each is sub-divided into 2 (Two) Equity Shares of RS.5/- each fully paid-up with effect from October 27, 2016.

7.1 Balance with Statutory Authorities includes balances with Excise, Service Tax, Sales Tax, Customs Dept. etc.

8.1 Trade Receivables include RS.22.73 millions (PY RS.9.13 millions) to related parties. (refer note 33)

9.1 Details of Specified Bank Notes (SBN) held and transacted during demonetisation period from 08-11-2016 to 30-12-2016

10.1 Advances to supplier of goods include RS.41.64 millions (PY RS.15.56 millions) to related parties. (refer note 33)

10.2 Balance with Statutory Authorities includes balances with Excise, Service Tax, Sales Tax, etc.

10.3 Others include Tour Advances, Gratuity Planned Assets (Net), and Income Receivables.

11 Derivative Instruments and Un-hedged Foreign Currency Exposure

The company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

12 Employees’ Benefits

a) Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Star Union Dai-ichi Life insurance company in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the company’s financial statements based on actuarial valuations being carried out as at 31st March 2017.

b) Defined Contribution Plan

The company has recognized the following amount in statement of profit and loss which is included under contribution to funds.

13 Information on related party transactions as required by Accounting Standard (AS-18) on Related Party Disclosures for the year ended 31st March, 2017.

a) Names of related parties and nature of relationship I. Key Management Personnel (KMP)

1. Shri Suresh J. Patel Chairman& Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Mayur B. Padhya Chief Financial Officer

5. Shri Ashutosh B. Bhatt Company Secretary

II. Enterprise under significant influence of key management personnel (Enterprise)

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd.

(ii) Rudraksh Caterers Pvt. Ltd.

III. Associate Concern (AC)

(i) Trion Chemicals Pvt. Ltd. (W.e.f 16th March,2017)

IV. Subsidiary Company (SC)

(i) SPS Processors Pvt. Ltd. (W.e.f 21st March,2017)

V. Wholly-owned Subsidiary Company (WOS)

(i) Bodal Agrotech Ltd. (Up to 31st March, 2016)

Notes:-

(i) Bodal Agrotech Ltd is amalgamated with Bodal Chemicals Ltd w.e.f 1st, April, 2016 and in previous year loan was given for acquisition of assets and other business purposes and has been utilized for the same.

(ii) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

14 Segment Reporting:

The Company’s primary segment is identified as business segment based on nature of products, risks, returns and the internal business reporting system and secondary segment is identified based on the geographical location of the customers as per Accounting Standard 17. The Company is principally engaged in a single business segment viz., “Dyes, Dyes Intermediates and Basic Chemicals”.

The geographical segment has been considered for disclosure as secondary segment.

Two secondary segments have been identified based on the geographical locations of customers i.e. domestic and export. Information about geographical segments are as below.

a) Revenue from external operations comprises of income from sale of products, and other operating revenues.

b) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

c) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress.

15 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under for the year 2016-17, to the extent the Company has received intimation from the “Suppliers” regarding their status under the Act.

16 Corporate Social Responsibility Expenses

A. Gross amount required to be spent by the Company during the year 2016-17 - RS.21.47 millions (Previous year - RS.10.64 millions)

B. Amount spent during the year on :

17 Exceptional items

During the Year, the Company has sold out Unit-5 located at Ankleswar- GIDC, Bharuch, Gujarat. The company has gained RS.48.54 millions out of sale of whole unit and the same is disclosed under “Exceptional items” in the statement of Profit and loss.

Further, the revenue of Unit- V of the Company during the last financial year was nominal and the company has also not calculated capacity of Unit V in total production of capacity disclosed by the company

18 Amalgamation of Wholly Owned Subsidiary with the Company

Pursuant to the Scheme of Amalgamation u/s 391 to 394 of the Companies Act, 1956 for amalgamation of the erstwhile wholly owned subsidiary Bodal Agrotech Ltd. (Transferor Company) whose business of manufacturing as well as trading of the chemicals products merged with the Company, with effect from 1s, April, 2016 (appointed date), as sanctioned by the Hon’ble High Court of Gujarat. The effect of the merger has been given in the accounts as per the scheme sanctioned.

The amalgamation has been accounted for under the “Pooling of Interests method” as prescribed by Accounting Standard 14 (AS-14) notified by the Government of India. Accordingly, the assets, liabilities and reserves of the erstwhile Bodal Agrotech Ltd. as on the appointed date have been merged with the Company at their book values. The net impact of the merger on assets, liabilities and reserves as on the appointed date is as below:

* On amalgamation RS.17 millions carrying value of investment in equity of the transferor company eliminated in books of Transferee Company against Equity Share Capital of the Transferor Company

The scheme was given effect to in the financial statement from 1st April, 2016 and accordingly all the assets, liabilities, reserves and surplus of Transferor Company were recorded in the books of the transferee Company at their carrying amounts.

The figures for the previous year do not include figures for the erstwhile Bodal Agrotech Ltd. and accordingly the current year’s figures are not comparable to those of the previous year.

19 During the year, the Company has acquired 70% of the equity shares in SPS Processors Pvt. Ltd. As a result of this acquisition, SPS Processors Pvt Ltd. has become a subsidiary of the Company with effect from 21st March, 2017.

20 During the year, the Company has acquired 41.51% of the equity shares and 100% of the preference shares in Trion Chemicals Pvt. Ltd. As a result of this acquisition, Trion Chemicals Pvt. Ltd. has become an Associate concern of the Company with effect from 16th March, 2017.

21 Previous year’s figures have been rearranged and reclassified wherever necessary to correspond with the current year.

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Mar 31, 2016

1. Term loan from banks balance outstanding amounting to Rs. Nil (P.Y.: Rs. 1200.00 lacs) is secured by 1 st charge on immovable properties of the company situated at Plot No. 252,253,254 GIDC, Vatva and Plot No. 804 of Padra Unit and Hyp. of entire P&M and other equipment of the company. Loan id fully paid in August 2015. Rate of interest 12.75% (P.Y. 12.75%) p.a.

2. Term loan from banks balance outstanding amounting to Rs. Nil (P.Y.: Rs. 3704.00 lacs) is secured by 1 st charge on immovable properties of the company situated at Plot No. 804 & Block No. 800,803/1, 797, 796, 795, 532, 555, 556, 560, 561/1 and 525, Village Dudhavada,Taluka Padra, Vadodara and Hyp. of entire P&M and other equipment of the company. Loan is fully paid in March 2016. Rate of interest 12.40% (P.Y. 12.75%) p.a.

3. Term loan from banks balance outstanding amounting to Rs.Nil (P.Y.:Rs.2300.00 lacs) is secured by 1 st charge on immovable properties of the company situated at Plot No. 804 & Block No. 800,803/1, 797, 796, 795, 532, 555, 556, 560, 561/1 and 525, Village Dudhavada,Taluka Padra, Vadodara and Hyp. of entire P&M and other equipment of the company. Loan is fully paid in June 2015. Rate of interest 15.45% (P.Y. 15.25%) p.a.

4 Working Capital Term loan from banks balance outstanding amounting to Rs. Nil (P.Y.: Rs. 1349.50 lacs) is secured by 1 st pari pasu charge on entire current assets of the company. Loan is fully paid in August 2015. Rate of interest 12.75% (P.Y. 12.75%) p.a.

5. Vehicle loan, balance outstanding amounting to Rs. Nil (P.Y.: Rs. 8.05 lacs) is secured by Hire Purchase agreement for vehicles and repayable in monthly installments. Interest rate from 9%to 10%.

6 The Company has not defaulted in the repayment of loans and interest in current and previous year.

7. Working Capital Loans from Banks are secured by Hyp. Of Inventories, Book Debts and bills drawn under letter of credit and collaterally secured by equitable mortgage on Immovable property and Hyp. Of P&M of the company and personal guarantees of the Chairman and Managing Director and Executive directors. It is further secured by pledge of equity shares of the company held by the promoters and promoter group(excluding 3 NRIs and 1 resident Indians from promoter groups).

8. Trade Payables include Rs. 236.98 lacs (P.Y. 668.17 lacs) to related parties (refer note 35)

9. There is no amount due and outstanding to be transferred to the Investor Education and Protection Fund as on 31st March 2016.

10. Other Current Liabilities includes Deferred Premium, Interest payable, expenses payable etc.

11. Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

12 Balance with Statutory Authorities includes balances with Excise, Service Tax, Sales Tax, Customs Dept. etc.

* Held as lien by bank against bank guarantees and letters of credit.

18.1 Advances to supplier of goods include Rs. 246.86 lacs (P.Y. 171.94 lacs) to related parties, (refer note 35)

13 Balance with Statutory Authorities includes balances with Excise, Service Tax, Sales Tax, etc.

14 Others include Tour Advances, Gratuity Planned Assets (Net), and Income Receivables.

15 Excess provision written back includes provision of Interest recompense on exit from Corporate Debt Restructuring (CDR) amounting Rs. 350.78 lacs and liabilities not required to be paid by the company amounting Rs. 439.11 lacs.

Future cash outflows in respect of the above are determinable only on receipt of Judgments /decisions pending with various forums/authorities. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the additional demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

The company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contract outstanding as at 31 st March, 2016 are as under,

16. During the year there was fire at the Company''s unit situated at Vatva, Ahmadabad and due to fire part of inventories, plant and machinery, electronic components, building structure and others has been damaged. The above items are fully insured and the company has received insurance claim of Rs. 156.13 lacs from insurance company against insurance claim of Rs. 160.21 lacs resulting i n loss due to fi re of Rs. 4.08 lacs.

a) Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Star Union Dai-ichi Life insurance company in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the company''s financial statements based on actuarial valuations being carried out as at 31 st March 2016.

i) Loan to subsidiary has been given for acquisition of assets and other business purposes.

ii) The loaned does not have any investment in the shares of the Company.

iii) There are no guarantees issued by the Company in accordance with section 186 of the Companies Act, 2013 read with rules issued hereunder.

a) Names of related parties and nature of relationship

I. Key Management Personnel (KMP)

1. Shri Suresh J. Patel Chairman& Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Mayur B. Padhya Chief Financial Officer

5. Shri Ashutosh B. Bhatt Company Secretary

II. Enterprise under significant influence of key management personnel(Enterprise)

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd.

(ii) Rudraksh Caterers Pvt. Ltd.

III. Wholly-owned Subsidiary Company (WOS)

(I) Bodal Agrotech Ltd.

The Company''s primary segment is identified as business segment based on nature of products, risks, returns and the internal business reporting system and secondary segment is identified based on the geographical location of the customers as per Accounting Standard 17. The Company is principally engaged in a single business segment viz.,"Dyes, Dyes Intermediates and Basic Chemicals".

a) Revenue from external operations comprises of income from sale of products, and other operating revenues.

b) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

c) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress.

* Represents actual outflow during the year.

At their respective meeting held on 10th march, 2016, the Board of the Company and of its subsidiary, Bodal Agrotech Ltd. have approved a scheme of amalgamation of Bodal Agrotech Ltd. with the company. The appointed date for the proposed scheme is 1 st April,2016.

The scheme of amalgamation is subject to the final order of the Hon''ble High Court of Gujarat and other legal compliances as per the provision of the Companies Act 1956 and other applicable provisions of the Companies Act, 2013. The effect of the amalgamation will be given in the books of the Company only after Final Order is passed in the matter by the Hon''ble High Court of Gujarat.

17 : Previous year''s figures have been rearranged and reclassified wherever necessary to correspond with the current year.

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Mar 31, 2015

1.1 Rights, preferences and restrictions attached to shares Equity shares

The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding.

Preference shares

The Company has only one class of non-convertible, non-cumulative redeemable preference shares having a par value of Rs. 10/- per share. Each shareholder shall have a right to attend general meeting of the company and vote on resolutions directly affecting their interest. In the event of liquidation, the preference shareholders shall be entitled to a preferential right of return of the amount paid up on the shares, but shall not have any further right or claim over the surplus asset of the company. The holder of these shares shall be entitled to receive dividend at fixed rate i.e. @ 9% on paid up value of shares subject to declaration of dividend by the company but do not have right to participate in surplus profit.

*Amount disclosed under other current liabilities (Refer Note 9)

2.1 Nature of Security and terms of repayment for Long Term secured borrowings

2.1.1 Term loan from banks balance outstanding amounting to Rs.1200.00 lacs (P.Y.:Rs.1455.00 lacs) is secured by 1st charge on immovable properties of the company situated at Plot No. 252,253,254 GIDC, Vatva and Plot No. 804 of Padra Unit and Hyp. of entire P&M and other equipment acquired through the term loan and repayable in 40 quarterly installments starting from April 2012. Last installment is due in March, 2022. Rate of interest 12.75%. (P.Y.16.50%) p.a. at year end.

2.1.2 Term loan from banks balance outstanding amounting to Rs.3704.00 lacs (P.Y.:Rs.4491.10 lacs) is secured by 1st charge on immovable properties of the company situated at Plot No. 804 & Block No. 800, 803/1, 797, 796, 795, 532, 555, 556, 560, 561/1 and 525, Village Dudhavada, Taluka Padra, Vadodara and Hyp. of entire P&M and other equipment acquired through the term loan and repayable in 40 quarterly installments starting from April, 2012. Last installment is due in March, 2022. Rate of interest 12.75 % (P.Y. 15.50%) p.a. at year end.

2.1.3. Term loan from banks balance outstanding amounting to Rs.2300.00 lacs (P.Y.:Rs.4243.75 lacs) is secured by 1st charge on immovable properties of the company situated at Plot No. 804 & Block No. 800, 803/1, 797, 796, 795, 532, 555, 556, 560, 561/1 and 525, Village Dudhavada, Taluka Padra, Vadodara and Hyp. of entire P&M and other equipment acquired through the term loan and repayable in 40 quarterly installments starting from April, 2012. Last installment is due in March, 2022. Rate of interest 15.25%. (P.Y. 15.00 %) p.a. at year end.

2.1.4 Working Capital Term loan from banks balance outstanding amounting to Rs.NIL (P.Y.:Rs.374.42 lacs) is secured by 1st pari pasu charge on entire current assets of the company. Loan is fully paid in August 2014. Rate of interest 15.75% (P.Y. 15.75%) p.a.

2.1.5. Working Capital Term loan from banks balance outstanding amounting to Rs.1349.50 lacs (P.Y.:Rs.2037.00 lacs) is secured by 1st pari pasu charge on entire current assets of the company and repayable in 120 monthly installments starting from April, 2012. Last installment is due in March, 2022. Rate of interest 12.75% (P.Y. 16.00%) p.a. at year end.

2.1.6 Working Capital Term loan from banks balance outstanding amounting to Rs.NIL (P.Y.:Rs.3488.00 lacs) is secured by 1st pari pasu charge on entire current assets of the company. loan is fully paid in July 2014. Rate of interest 10.25% (P.Y.: 10.25% )p.a.

2.1.7 Working Capital Term loan from banks balance outstanding amounting to Rs.NIL (P.Y.:Rs.5735.61 lacs) is secured by 1st pari pasu charge on entire current assets of the company. Loan is fully paid in July 2014. Rate of interest 10.25% (P.Y.: 10.25%) p.a.

2.1.8 Funded Interest Term loan from banks balance outstanding amounting to Rs.NIL (P.Y.:Rs.1000.47 lacs) is secured by 1st pari pasu charge on entire current assets of the company. Loan is fully paid in June 2014. Rate of interest 10.25% (P.Y.: 10.25% ) p.a.

2.1.9 Funded Interest Term loan from banks balance outstanding amounting to Rs.NIL (P.Y.:Rs.1476.90 lacs) is secured by 1st pari pasu charge on entire current assets of the company. Loan is fully paid in June 2014. Rate of interest 10.25% (P.Y.: 10.25%) p.a.

2.1.10 Vehicle loan ,balance outstanding amounting to Rs.8.05 lacs (P.Y.:Rs.27.53 lacs) is secured by Hire Purchase agreement for Vehicles and repayable in monthly installments. Interest rate from 9% to 10%.

3.1 Term Loans are collaterally further secured by equitable mortgage on Immovable property and Hyp. Of P&M of the company. It is further secured by personal guarantees of the Chairman and Managing Director and Executive directors.

It is further secured by pledge of equity shares of the company held by the promoters and promoter group(excluding 3 NRIs and 2 resident indians from promoter groups).

4.1 Working Capital Loans from Banks are secured by Hyp. Of Inventories, Book Debts and bills drawn under letter of credit and collaterally secured by equitable mortgage on Immovable property and Hyp. Of P&M of the company and personal guarantees of the Chairman and Managing Director and Executive directors. It is further secured by pledge of equity shares of the company held by the promoters and promoter group(excluding 3 NRIs and 2 resident indians from promoter groups).

5.1 The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

5.2 Trade Payables include Rs. 0.93 lacs (P.Y. Nil) to related parties (refer note 35)

6.1 There are no amounts due for payment to the Investor Education and Protection Fund Under Section 205C of the Companies Act, 1956 as at the year end. Section 125 of the Companies Act, 2013 which corresponds to Section 205C of the Companies Act, 1956 has not yet been enforced.

6.2 Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

6.3 Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof : Rs.31.29 lakhs included in other administrative & general expenses.

7 Contingent Liabilities and Commitments (to the extent not provided for) (Rs. in Lacs)

As at As at 31st March, 2015 31st March, 2014

(a) Contingent Liabilities

1) Disputed matters in appeals/contested in respectof:

i. Income Tax 268.31 405.06

ii. Excise 193.45 183.75

iii. Service Tax 3.86 3.86

iv. Customs Department 11.71 11.71

Future cash outflows in respect of the above are determinable only on receipt of Judgments /decisions pending with various forums/ authorities. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the additional demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

2) Letter of Credit 669.19 812.58

3) Bank Guarantee 471.78 432.29

(b) Commitments

i. Estimated amount of Contracts remaining to be executed on 82.85 683.51 capital account and not provided for, net of advances

8 Derivative Instruments and Unhedged Foreign Currency Exposure

The company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

9 Grant from World Bank

Government grants related to depreciable fixed assets was treated as deferred income which was recognised in the statement of profit and loss over the useful life of the asset. During the year the Company has changed the method of recognizing the government grant. Grants related to specific fixed assets are presented in balance sheet by showing the opening balance of deferred grant as a deduction from the gross value of the assets concerned in arriving at their book value. Thus grant is recognised in the statement of profit and loss over the useful life of a depreciable asset by way of a reduced depreciation charge. This change results in more appropriate preparation and presentation of financial statements of the Company.

10 Employees' Benefits Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Star Union Dai-ichi Life insurance company in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the company's financial statements based on actuarial valuations being carried out as at 31st March 2015.

11 Related Party Disclosure

a) Names of related parties and nature of relationship

I. Key Management Personnel (KMP)

1. Shri Suresh J. Patel Chairman& Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Mayur B. Padhya Chief Financial Officer

5. Shri Ashutosh B. Bhatt Company Secretary

II. Enterprise under significant influence of key management personnel (Enterprise)

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd.

(ii) Siskaa Chemicals Ltd.(Associate concern till 01/ 04 /2013)

(iii) Rudraksh Caterers Pvt. Ltd.

III. Wholly-owned Subsidiary Company (WOS)

(i) Bodal Agrotech Ltd.

IV. Associates

(i) Sun Agrigenetics Pvt. Ltd.

(Associate Concern Till 24/02/2015 and Fellow Subsidiary Company (FS) till 07/03/2014)

Notes:-

(i) Loan to subsidiary has been given for acquisition of assets and other business purposes and has been utilized for the same.

(ii) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

12 Segment Reporting:

The Company's primary segment is identified as business segment based on nature of products, risks, returns and the internal business reporting system and secondary segment is identified based on the geographical location of the customers as per Accounting Standard 17. The Company is principally engaged in a single business segment viz., "Dyes, Dyes Intermediates and Basic Chemicals".

The geographical segment has been considered for disclosure as secondary segment.

Two secondary segments have been identified based on the geographical locations of customers i.e. domestic and export.

a) Revenue from external operations comprises of income from sale of products, and other operating revenues.

b) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

c) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress.

13 Previous year's figures have been rearranged and reclassified wherever necessary to correspond with the current year.

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Mar 31, 2014

1 Contingent Liabilities and Commitments (to the extent not provided for) (Rs. in Lacs)

As at As at 31st March 31st March 2014 2013

(a) Contingent Liabilities

Disputed matters in appeals/ contested in respectof:

i. Income Tax 405.06 248.05

ii. Excise 183.75 112.47

iii. Service Tax 3.86 1.35

iv. Customs Department 11.71 11.71

(b) Commitments

i. Letter of credit 812.58 780.94

ii. Bank Guarantee 432.29 367.01

iii. Estimated amount of Contracts remaining to be executed on Capital account and not 683.51 0.41 provided for, net of advances

(c) During the year the company has received Income Tax Assessment orders u/s 143(3) r.w.s. 153A dated 21.03.2014 for the F.Y. 2005-06 to F.Y. 2010-11 and Income Tax Assessment order u/s 143(3) r.w.s. 153B (1)(b) for the F.Y. 2011-12 dated 21.03.2014.The disputed demand including interest for all seven Assessment Years is Rs. 405.06 lacs. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

2 Derivative Instruments and Unhedged Foreign Currency Exposure

The company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

3 Grant from World Bank

Grant from World Bank has been treated as deferred income which is recognized in the Statement of Profit & Loss for the period in the proportions in which depreciation on related assets is charged. During the year the company had retrospectively changed its method of providing deprecation on its tangible fixed assets as discussed in Note No.1.1(d)and accordingly income of Rs.13.63 lacs related to earlier years is transferred to prior period income accounts and income of Rs.1.34 lacs recognised during the current year.

4 Employees’ Benefits

Defined Benefit Plan

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC and Star Union Dai-ichi in the form of qualifying insurance policy.

The following table sets out the funded status of the gratuity plan and the amounts recognised in the company’s financial statements based on actuarial valuations being carried out as at 31st March 2014.

The estimated future salary increases take account of inflation, seniority, promotion and other retirement factors such as supply and demand in the employment markets.

The expected contributions for Defined Benefit Plan for the next financial year will be in line with F.Y. 2013-14

Defined Contribution Plan

The company has recognized the following amount in statement of profit and loss which is included under contribution to funds.

5 Related Party Disclosure

a) Names of related parties and nature of relationship

I. Key Management Personnel (KMP)

1. Shri Suresh J. Patel Chairman& Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Ramesh P. Patel Key Managerial Personnel - Executive Director (till 01/10/2012)

II. Enterprise under significant influence of key management personnel (Enterprise)

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd.

(ii) Siskaa Chemicals Ltd.(Associate concern till 01/ 04 /2013)

III. Wholly-owned Subsidiary Company (WOS)

(i) Bodal Agrotech Ltd.

IV. Associates

(i) Sun Agrigenetics Pvt. Ltd. (Fellow Subsidiary Company (FS) till 07/03/2014)

Notes:-

(i) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

6 Segment Reporting:

a) Primary Segment

The company primarily deals in only one business segment i.e., “Dyes, Dyes Intermediates and Basic Chemicals”.

b) Secondary Segment (By Geographical segment)

Two secondary segments have been identified based on the geographical locations of customers : domestic and export. Information about geographical segments are as below.

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Mar 31, 2013

1 Company Information:

Bodal Chemicals Limited (the ''Company'') is a public limited company listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The company is engaged in manufacturing of Dyes, Dyes Intermediates and Basic Chemicals.

The Company has a wholly owned subsidiary Bodal Agrotech Ltd., which is in the business of trading of vegetables, fruits and food grains.

2. Contingent Liabilities not provided in respect of:

(Rs. In lacs)

Nature of Liabilities 2012-13 2011-12

a. Disputed matters in appeals/contested in respect of:

I) Income Tax 248.05 248.05

II) Excise 17.38 20.21

III) Service Tax 96.44 96.67

IV) Customs Department 11.71 10.11

b. Letter of credit 780.94 264.15

c. Estimated amount of Contracts, remaining to be executed 0.41 3.54 on capital account (net of advances)

d. Bank Guarantee 367.01 423.63

3 The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates” prescribed by Companies (Accounting Standards) Amendment Rules , 2009 in the F.Y. 2008-09 and accordingly the company has capitalized foreign exchange loss of Rs. 81.08 lacs in the current year in respect of foreign currency loans, consequently, loss for the year is lower by the equivalent amount. Company had capitalised the foreign exchange loss of Rs. 1488.03 lacs in respect of foreign currency loans in the fixed assets upto the previous year.

4. Grant from World Bank

Grant from World Bank has been treated as deferred income which is recognized in Profit & Loss Account for the period in the proportions in which depreciation on related assets is charged.

5. Related Party Disclosure

a) Names of related parties and nature of relationship

I. Key Management Personnel (KMP)

1. Shri Suresh J. Patel Chairman & Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Ramesh P. Patel Executive Director(till 01/10/2012)

II. Enterprise under significant influence of key management personnel (Enterprise)

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd. (ii) Siskaa Chemicals Ltd.

III. Wholly-owned Subsidiary Company (WOS)

(i) Bodal Agrotech Ltd.

IV. Fellow Subsidiary Company (FS)

(i) Sun Agri genetics Pvt. Ltd.

6. Employees'' Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC and Star Union Dai-ichi in the form of qualifying insurance policy.

The following table summaries the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

7. Earnings per Equity Share

Basic and Diluted Earnings per equity share are recorded in accordance with Accounting Standard -20 "Earnings per Share”. Earnings per Share is calculated by dividing the (loss) / profit attributable to the Equity shareholders (after adjustment for deferred taxes) by the average number of equity shares outstanding during the period. The numbers used in calculating basic earnings per Equity Shares are stated below.

8 On February 9 & 10, 2012 the Company, along with promoters and other related parties, were subject to Search, Survey and seizure operation by the income Tax department under section 132/133 of Income Tax Act 1961 ("the Act”) The Company had during the year received notice u/s153A for filing return of income for six financial years preceding to financial year 2011-12 the year of search. The company had already filed return of income for the respective 6 years in response to notice u/s 153A.

The company has till date made disclosure of Rs.1081.23 lacs under section 132(4) of the Act of which Rs. 505 Lacs has been accepted by the company and said income were shown as "Exceptional Items” in statement of profit and loss for year ended 31-03-2012. Balance Rs. 576.23 lacs though covered under disclosure have not been accepted by the company. However the same has been shown as additional income in return of income filed for respective years to buy peace & to avoid litigation. There hasn''t been any monetary tax implication of such income due to availability of additional unabsorbed deprecation arising out of order giving appeal effect of "Income Tax Appellate Tribunal” in favour of erstwhile amalgamated company "Milestone Organic Limited”.

Due to above, necessary adjustments have also been made in the calculation of deferred tax. The deferred tax calculation has been made as on 31-03-2013 keeping in view the additional income offered by the company & additional unabsorbed deprecation available as mentioned above.

9 Previous year''s figures have been rearranged and reclassified wherever necessary.

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Mar 31, 2012

1. Company Information:

Bodal Chemicals Limited (the 'Company') is a public limited company listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The company is a market leader in the Dyes, Dyes Intermediates and Basic Chemicals.

The Company has a wholly owned subsidiary Bodal Agrotech Ltd., which is in the business of trading of vegetables, fruits and food grains.

2.1 Equity shares of Rs. 10 each have been sub-divided into five equity shares of Rs. 2 each pursuant to the resolution passed by the shareholders at the Extra Ordinary Meeting on 28/04/2010

2.2 Out of total shares outstanding 3,38,060 Equity shares had been alloted as fully paid on amalgamation of Milestone Organics Ltd. with the company as per High Court Order.

2.3 The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding.

3.1 Term Loans are collateraly further secured by equitable mortgage on Immovable property and Hyp. Of P&M of the company. It is further secured by personal guarantees of the Chairman and Managing Director and Executive directors. It is further secured by pledge of equity shares of the company held by the directors.

3.2 Installments falling due in respect of all the above Loans upto 31/03/2013 have been grouped under "Current maturities of long-term debt".

3.4 Company had moved proposal, for restructuring of its various bank loans, to Corporate Debt Restructure Cell through Union Bank of India, the Monitoring Institution (MI). The same has been admitted by the Cell in their meeting dtd. 25/ 06/2012 with cut off date as 01/04/2012. The MI need to submit final restructure report by 22/09/2012. On approval of the same by CDR Cell, various bank limits will get restructured including repayment schedule for the same. That proposed changes have not been considered while preparing this accounts.

3.5 Cash Credit Facility and Packing Credit Facility are primarily secured by Hyp. Of Stock of Raw material, Work in Process, Finished Goods and Book Debts of the company.

3.6 Bills discounting facility is primarily secured by hyp. of bills drawn under letter of credit.

3.7 Buyers' Credit facility is primarily secured by hyp. Of stocks received under letter of credit.

4.1 Cash Credit, Packing Credit, Bill Discounting and Buyers Credit facility are collateraly further secured by equitable mortgage on Immovable property and Hyp. Of P&M of the company and personal guarantees of the Chairman and Managing Director and Executive directors. It is further secured by pledge of equity shares of the company held by the directors.

5.1 Other Trade payables represents amount payable to various parties for packing material, consumables and expenses.

5.2 The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

* There are no amounts due for payment to the Investor Education and Protection Fund Under Section 205C of the Companies Act, 1956 as at the year end.

# Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

6. Contingent Liabilities not provided in respect of:



(Rs. In lacs)

Nature of Liabilities 2011-12 2010-11

a.Disputed matters in appeals/ contested in respect of:

I) Income Tax 248.05 92.84

II) Excise 20.21 1.18

III) Service Tax 96.67 96.08

IV) Customs Department 10.11 10.11

b. Letter of credit 264.15 690.85

c. Estimated amount of Contracts, remaining to be executed on 3.54 42.89 capital account (net of advances)

d. Bank Guarantee 423.63 260.74

7. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules , 2009 in the F.Y. 2008-09 and accordingly the company has capitalized foreign exchange loss of Rs. 392.66 lacs in the current year in respect of foreign currency loans, consequently, loss for the year is lower by the equivalent amount. Company had capitalised the foreign exchange loss of Rs. 1095.37 lacs in respect of foreign currency loans in the fixed assets upto the previous year.

8. Grant from World Bank

Grant from World Bank has been treated as deferred income which is recognized in Profit & Loss Account for the period in the proportions in which depreciation on related assets is charged.

Notes:-

(i) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

8. On February 9 & 10, 2012 the Company, along with promoters and other related parties, were subjected to Search, Survey and seizure operation by the Income Tax department under section 132 / 133 of the Income Tax Act, 1961 ("the Act"). The company has till date made disclosure of Rs. 1081.23 lacs under Section 132 (4) of the Act of which Rs. 505 lacs has been accepted by the company and the said income has been shown as "Exceptional Items". Utilisation thereof of Rs. 500 lacs towards land development cost and Rs. 5 lacs for reversal of business development expenses have been duly accounted for. Balance Rs. 576.23 lacs though covered under disclosure have not been accepted by the company. The above disclosure has been considered for calculation of the tax expenses.

9. Employees' Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of qualifying insurance policy.

The following table summaries the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

10. Earnings per Equity Share

Basic and Diluted Earnings per equity share are recorded in accordance with Accounting Standard -20 "Earnings per Share". Earnings per Share is calculated by dividing the (loss) / profit attributable to the Equity shareholders (after adjustment for deferred taxes) by the average number of equity shares outstanding during the period. The numbers used in calculating basic and diluted earnings per Equity Shares are stated below.

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Mar 31, 2011

1) Contingent Liabilities not provided in respect of: (Rs. In Lacs)

Nature of Liabilities 2010-11 2009-10

a. Disputed matters in appeals/contested in respect of:

I) Income Tax 92.84 63.18

II) Excise Department 97.26 22.94

III) Custom Department 10.11 10.11

b. Bonds/Undertakings given by the Company under Concessional duty/ Nil 0.63 exemption to Customs/Excise Authorities (Net of redemption applied for)

c. Letter of credit 690.85 550.18

d. Estimated amount of Contracts, remaining to be executed on capital account 42.89 851.91 (net of advances)

e. Bank Guarantee 260.74 Nil

2) A) In terms of approval of shareholders of the Company at the Extra Ordinary General Meeting held on April 28, 2010 and as per the applicable provisions of Securities and Exchange Board of India (ICDR) Regulations, 2009, the company has allotted 67,50,000 warrants on preferential basis on May 11, 2010, to promoters’ group and non- promoters at Rs. 63/- each to be converted into equal number of equity shares of Rs. 10/- each at a premium of Rs. 53/- per share on exercise of the option of conversion by the warrant holders within 18 months from the date of the allotment of warrants i.e. May 11, 2010. As per terms and conditions of said issue, the company has received Rs. 15.75 per warrant i.e. 25% of Rs. 63/-, aggregating Rs.1063.13 lacs for allotment of warrants from allottees.

During the year, on 11-06-2010, the company has sub divided (stock split) one equity share of Rs. 10/- each into 5 equity shares of Rs.2/- each. Hence, after considering subdivision/split, each warrant of Rs. 63 will be converted into 5 equity shares of face value of Rs. 2/- each on or before 10th November, 2011. At the time of conversion, issue price of equity shares will be adjusted accordingly.

3) The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 “ Accounting for the Effects of changes in Foreign Exchange Rates” prescribed by Companies (Accounting Standards) Amendment Rules , 2009 in the F.Y. 2008-09 and accordingly Company has capitalized foreign exchange loss of Rs 407.60 lacs in the current year in respect of foreign currency loans, consequently, profit for the year is higher by the equivalent amount. Company had deducted the foreign exchange gain of Rs. 73.15 lacs in respect of foreign currency loans from the Fixed Assets during the previous year.

4) Grant from World Bank

Grant from World Bank have been treated as Deferred Income which is recognized in Profit & Loss Account for the period and in the proportions in which depreciation on related assets is charged.

5) Micro, Small, Medium Enterprises Development Act, 2006

There are no Micro, Small and Medium Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

6) Sundry debtors include Rs. 64.35 lacs, the recovery of which is doubtful. However, in the opinion of the management considering the recovery procedures the same are receivable and hence not considered doubtful and accordingly no provided for.

7) Related Party Disclosure

a. Names of related parties and nature of relationship

I. Key Management Personnel

1. Shri Suresh J. Patel Chairman & Managing Director

2. Shri Bhavin S. Patel Executive Director

3. Shri Ankit S. Patel Executive Director

4. Shri Ramesh P. Patel Executive Director

II. Enterprise under significant influence of key management personnel

(i) Shanti Inorgo Chem (Guj.) Pvt. Ltd.

(ii) Siskaa Chemicals Ltd. (formerly known as Siskaa Chemicals Pvt. Ltd.)

III. Wholly-owned Subsidiary Company

(i) Bodal Agrotech Ltd.

IV. Fellow Subsidiary Company

(i) Sun Agrigenetics Pvt. Ltd.

8) Segment Reporting:

a) Primary Segment

The company has only one segment i.e., “Dyes, Dyes Intermediates and Basic Chemicals”.

9) Employees’ Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an Insurance Company in the form of qualifying insurance policy.

10) The Board of Directors in its meeting held on April 3, 2010 has approved sub-division (share split) of existing equity shares of Rs. 10 each into 5 equity shares of Rs. 2 each, which was duly approved by the shareholders in Extra Ordinary General Meeting held on April 28, 2010.

11) Debenture

The Company has exercised early redemption of 10% Non Convertible Debentures of Rs. 512.55 lacs on 06/05/2010, which were due for redemption on or before 29/09/2011. As per written consent by the Debenture holder, he has agreed not to claim any interest up to 06/05/2010. Hence, no provision for interest on Debenture has been made for the year 2010 – 2011.

12) Previous year figures have been rearranged and reclassified wherever necessary.

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Mar 31, 2010

1) Contingent Liabilities not provided in respect of: (Rs.In Lacs)

Nature of Liabilities 2009-10 2008-09

a. Disputed matters in appeals/conte sted in respect of:

I) Income Tax 63.18 19.28

II) Excise Department 22.94 9.07

III) Custom Department 10.11 10.11

b. Bonds/Undertakings given by the Com pany under Concessional duty/

exemption to Customs/Excise Authorities (Net of redemption applied for) 0.63 12.60

c. Letter of credit 550.18 622.12

d. Estimated amount of Contracts, rema ining to be executed on capital account (net of advances) 851.91 1950.30

2) The Company has exercised the option of implementing the F rovisions of Paragraph 46 of Accounting Standard 11 “ Accounting for the Effects of changes in Foreign Exchange R^s” prescribed by Companies (Accounting Standards) Amendment Rules , 2009 in the F.Y. 2008-09 and accordingly Company has deducted the foreign exchange gain of Rs. 73.15 lacs in respect of foreign currency loans from the Fixed Assets during the current Financial Year, consequently profit for the year is lower by the equivalent amount. Company had capitalized Exchange Difference Loss of Rs. 761.38 lacs in the previous year in respect of foreign currency loans.

3) Grant from World Bank

Grant from World Bank of Rs. 1 Crore received earlier has been, in the current year considered as grant related to depreciable assets and accordingly have been treated as Deferred Income which is recognized in Profit & Loss Account for the period and in the proportions in which depreciation on related assets is charged. Accordingly Rs. 5.28 lacs have been recognized in the current year’s Profit & Loss Account and Rs. 56.51 lacs which pertains to prior year deferred income in the proportion in which depreciation on related assets had been charged in the prior years have been considered as prior period income. y

4) Micro, Small, Medium Enterprises Development Act, 2006

There are no Micro, Small and Medium Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

5) Sundry debtors include Rs. 64.35 lacs the recovery of which is doubtful. However, in the opinion of the management considering the recovery procedures the same are receivable and hence not considered doubtful and accordingly not provided for.

6) Remuneration to Directors

a) Remuneration to Managing Director / Executive Directors

b) Computation of net profit in accordance with Section 349 of the Companies Act, 1956

7) Auditors Remuneration

8) Related Party Disclosure

a) Names of related parties and nature of relationship Management Personnel

II. Enterprise under significant influence of key management personnel

(i) Inorgo Chem (Guj) Pvt. Ltd. b) Transactions with related parties

Notes:-

(i) No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

8) Segment Reporting:

a) Primary Segment

The company has only one segment i.e., "Dyes and Dyes Intermediates"

b) Secondary Segment (By Geographical segment) Sales and Operating Income:-

9) Deferred Taxation

The significant component and classification of deferred tax assets and liabilities on account of timing differences are:

10) Employees Benefits

a) Defined Benefit Plan Gratuity:/

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an Insurance Company in the form of qualifying insurance policy. The following table summaries the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

3 Table showing changes in the fair value of plan assets

4 Table showing fair value of plan assets

5 Actuarial Gain/Loss recognized

6 The amounts to be recognized in the balance sheet and statements of profit and loss

7 Expenses Recognised in statement of Profit & loss

b) Defined Contribution Plan

The company has recognized the following amount in profit and loss account which is included under contribution to funds.

Note:

(1) The estimated future salary increases take account of inflation, seniority, promotion and other retirement factors such as supply and demand in the employment markets.

11) Earnings per Equity Share

Basic and Diluted Earnings per equity share are recorded in accordance with Accounting Standard -20 Earning per Share". Earning per Share is calculated by dividing the profit attributable to the Equity shareholders (after adjustment for deferred taxes) by the average number of equity shares outstanding during the period. The numbers used in calculating basic and diluted earnings per Equity Shares are stated below.

12) Foreign Currency Exposure

The company has entered in following forward exchange contracts that are outstanding as at 31st March, 2010 to hedge the foreign currency risks of firm commitments.

All Derivative and Financial instruments acquired by the company are for Hedging purpose only. Details of unhedged foreign currency exposure as on 31-03-2010.

13) Debenture

10% Non Convertible Debentures of Rs. 512.55 lacs will be due for redemption on 29/09/2011. However, the same has been redeemed on 06/05/2010 which is before the date of signing of the Balance Sheet.

14) Additional information pursuant to the Provisions of para 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956:

[A] (I) RAW MATERIAL CONSUMPTION :

(II) PACKING MATERIAL : [B] COMPOSITION OF RAW MATERIALS CONSUMPTION

[C] TURNOVER : (Figures for Previous year given in brackets) (I) DETAILS OF MANUFACTURING TURNOVER

(II) DETAILS OF FINISHED GOODS TRADED

(III) DETAILS OF RAW MATERIAL TRADED

[D] DETAILS OF JOB WORK CHARGES RECEIVED (Figures for Previous year given in brackets)

[E] LICENCED and INSTALLED CAPACITY

[F] VALUE OF IMPORTS ON CIF BASIS (in Lacs)

[G] EARNING IN FOREIGN CURRENCY (in Lacs)

[H] EXPENDITURE IN FOREIGN CURRENCY (in Lacs)

15) Previous year figures have been rearranged and reclassified wherever necessary.

16) Balance sheet Abstract and Company’s General Business Profile : I. Registration Details

II. Capital Raised During the year (Amount Rs in Thousands)

III. Position of Mobilisation and Deployment of Funds

IV. Performance of the Company(Amount Rs in Thousands)

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Mar 31, 2009

1) Contingent Liabilities not provided in respect of:

(Rs. In Lacs)

Nature of Liabilities 2008-09 2007-08

a. Disputed matters in appeals/ contested in respect of:

I) Income Tax 19.28 6.24

II) Excise Department 9.07 10.91

III) Custom Department 10.11 10.07

b. Bonds/Undertakings given by the Company under Concessional duty/ exemption to Customs/Excise Authorities(Net of redemption applied for) 12.60 53.60

c. Letter of credit 622.12 562.27

d. Estimated amount of Contracts, remaining to be executed on capital account 1950.30 165.79



2) In the opinion of the Board of Directors, Current assets, loans and advances have a value on realisation in the ordinary course of business equal to the amount at which they are stated in the Balance Sheet.

3) The company, in terms of Notification issued by Ministry of Corporate Affairs on 31st March, 2009, has exercised the option of implementing the provisions of newly inserted Paragraph 46 of Accounting Standard 11, Accounting for the Effects of Changes in Foreign Exchange Rates, prescribed by Companies (Accounting Standards) Amendment Rules, 2009. The company has outstanding long term foreign currency loans which are categorized as Long Term Foreign Currency Monetary Item as referred in the said notification. Accordingly company has adjusted the exchange difference gain of Rs.40.17 lacs pertaining to prior years through general reserves and corresponding deduction in Fixed Assets and capitalized Exchange Difference Loss of Rs. 761.38 lacs pertaining to current financial year in respect of Foreign Currency Loans, consequently profit for the year is higher by equivalent amount.

4) Rights Issue and Detachable Warrants to the equity shareholders of the Company.

During the year Company completed Rights Issue of 52,01,352 Equity Shares along with Detachable Warrants at a price of Rs. 20/- each (Face Value of Rs.10/- and Premium of Rs. 10/- per share) aggregating to Rs. 1040.27 lacs. Detachable Warrants holder can exercise their right to apply for the Equity Shares at the Exercise Price of Rs.20/- per share at any time during the Warrant Exercise Period i.e. 1st to 28th February, 2009. Consequently on exercise of the right 42,30,634 shares were allotted at the price of Rs.20/- each (Rs.10A Face Value and Rs.10/- Premium per share). Consequently the share capital of the Company increased from Rs.10.40 Crores to Rs.19.83 Crores on allotment of 94,31,986 Equity Shares.

5) Micro, Small, Medium Enterprises Development Act, 2006

There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

6) Sundry debtors include Rs. 64.35 lacs. The recovery of wherein are doubtful. However, in the opinion of the management considering the recovery procedures the same are receivable and hence not considered doubtful and accordingly not provided for.

7) Balance of Unsecured Joans, debtors and creditors, ioans and advances are subject to confirmation.

8) Debenture

As per written consent by the unsecured Debenture holder, it has been agreed not to claim any interest upto 31/03/ 2009. Hence, no provision has been made for interest for the year 2008-09.

9) Employees Retirement Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an issuance company in the form of qualifying insurance policy.

The following table summaries the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

10) Previous year figures have been rearranged and reclassified wherever necessary.