Notes to Accounts of Excel Industries Ltd.

Mar 31, 2025

W. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of the best estimate of the expenditure required to settle the present obligation at the end of the
reporting period.

Contingent Liabilities are disclosed where there is possible obligation arising from past events, the existence of which 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 or a present obligation
cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made.

A contingent asset is disclosed and not recognised, where an inflow of economic benefits is probable.

X. Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the
year. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

Y. Rounding of amounts

All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lakhs as per the requirement of
Schedule III, unless otherwise stated.

NOTE 2 - CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to
be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about
each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected
line item in the financial statements. In addition, this note also explains where there have been actual adjustments this year as a result of
changes to previous estimates.

(a) Estimated fair value of unquoted securities:

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. This involves fair
valuation based on comparable companies multiple inputs, assessment of maintainable EBIDTA (Earnings before interest, depreciation, tax and
amortisation) and other relevant valuation parameters. Estimated fair values may vary from the actual price that would be achieved in an arms
length transaction at the reporting date. (Refer Note 41)

(b) Useful lives of Property plant and equipment and Intangible assets

Depreciation and amortisation is based on management estimates of the future useful lives of the property, plant and equipment and intangible
assets. Estimates may change due to technological developments, competition, changes in market conditions and other factors and may result
in changes in the estimated useful life and in the depreciation and amortisation charges.

(c) Impairment of Goodwill:

Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of a cash generating
unit is less than its carrying amount based on a number of factors including operating results, business plans, future cash flows and economic
conditions. The recoverable amount is determined based on higher value-in-use and fair value less cost to sell. The goodwill impairment test is
performed at the level of the cash generating unit or groups of cash generating units which are benefiting from the synergies of the acquisition
and which represents the lower level at which goodwill is monitored for internal management purposes i.e. Chemical Segment.

Market related information and estimates are used to determine the recoverable amount. Key assumptions on which management has based
its determination of recoverable amount include estimated long term growth rates, weighted average cost of capital, and estimated operating
margins. Cash flow projection takes into account past experience and represents management’s best estimate about future developments.
(Refer Note 6)

(d) Estimation of defined benefit obligations:

The liabilities of the Company arising from defined benefit obligations are determined on an actuarial basis using various assumptions.
(Refer Note 40)

(iv) Medical Voluntary retirement scheme (MVRS):

(a) The Company has a termination benefit plan for its employees, viz., voluntary early separation scheme on account of continued ill-health not
amounting to occupational disease and thereby unable to perform normal duties of their post. The benefit computed as per scheme will be given
to such employees for a maximum period up to 10 years or age of retirement, whichever is earlier. In case of early death of the employee, the
legal heir of the employee shall get 50% of separation benefit for the rest of the benefit period. The costs of providing benefits under the said
plan is determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for the plan using the projected
unit credit method. Actuarial gains and losses for the defined benefit plan is recognised in full in the period in which they occur in the Statement
of Profit and Loss. This scheme is not funded.

(iv) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

• I nvestments in quoted equity instruments and debt instruments (ETF and InvIT) are valued using the closing price at National Stock Exchange
(NSE) at the reporting period.

• the fair value of forward foreign exchange contracts is determined using forward exchange rates as at the balance sheet date, prevailing with
the Authorised Dealers dealing in foreign exchange.

• the Net Assets Value (‘NAV’) for valuation of mutual fund investment represents the price at which the issuer will issue further units and will
redeem such units of mutual fund to and from the investors at the reporting period.

• Fair value of investment in unquoted equity shares is arrived based on Comparable Company Market (''COM'') Multiples Method by applying EV/EBITDA
multiple of comparable listed companies on maintainable operating EBITDA of the investee company. The same is further adjusted, as appropriate, for
surplus assets (cash and cash equivalent, investments, interest accrued on deposits), debts, deferred tax assets/ liabilities and contingent liabilities.

(v) Increase in EV / EBITDA multiple by 10% would increase fair value of unquoted equity shares by INR 2,982.79 lakhs (March 31,2024: INR 3,024.72 lakhs).

Decrease in EV / EBITDA multiple by 10% would have equal and opposite impact on fair value of unquoted equity shares.

I n the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk. This note presents the
Company’s objectives, policies and processes for managing its financial risks. The key risks and mitigating actions are also placed before the Board of
Directors of the Company. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Company’s activities.

The Company manages the risk through the finance department that ensures that the Company’s financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The activities
are designed to:

- protect the Company’s financial results and position from financial risks;

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company’s financial investments, while maximising returns.

The note explains the Company’s exposure to financial risks and how these risks could affect the Company’s future financial performance.

(A) Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.

Credit risk arises from cash and cash equivalents, balances with banks and financial institutions, contractual cash flows of debt instruments, favourable
derivative financial instruments, credit exposures to customers and other outstanding receivables such as security deposits, loans to employees etc.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on
an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of
a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable
and supportive forward-looking information.

For banks and financial institutions, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having
high credit ratings assigned by the credit rating agencies. The Company periodically assesses financial reliability of customers and other counter
parties, taking into account the financial condition, current economic trends, past experience, analysis of historical bad debts, ageing of financial assets
and other factors. Individual risk limits are set and periodically reviewed on the basis of such information. For certain trade receivables, the Company
also obtains security in the form of guarantees, deed of undertaking or letters of credit which can be called upon if the counterparty is in default under
the terms of the agreement.

The Company has assessed its loans and other financials assets including security deposits and other receivables as high quality, negligible credit risk.
The Company periodically monitors the recoverability and credit risks of its other financials assets. The Company evaluates 12 months expected credit
losses for all the financial assets (other than trade receivables) for which credit risk has not increased. In case credit risk has increased significantly,
the Company considers lifetime expected credit losses for the purpose of impairment provisioning.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix by
taking into consideration payment profiles of chemical sales over a period of 24 months and Environment and Biotech sales over a period of 36 months
before the reporting date and the corresponding historical credit loss experience within this period. The historical loss rates are adjusted to reflect the
current and forward looking information on macro economic factors affecting the ability of customers to settle receivables. The expected credit loss is
based on aging of days, the receivables due and the expected credit loss rate. In addition, in case of event driven situation such as litigations, disputes,
change in customer’s credit risk history, specific provision are made after evaluating the relevant facts and expected recovery. The provision matrix at
the end of the reporting period is as follows:

(a) Description of segments and principal activities

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM”) of the Company.
The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Chairman
and Managing Director of the Company. The Company operates in following business segment as per Indian Accounting Standard 108 "operating segments”:

(a) Chemicals - Comprises of manufacture of speciality chemicals, intermediates and actives catering to various end user segments like
Agrochemicals, Water Treatment, Soaps & Detergents, Lube Oil Additives, Mining Chemicals, Polymer Additives and Pharmaceuticals.

(b) Environment and Biotech (E&BT) - Comprising of Environmental and Biotech products and services comprises of Organic Waste Management
Composting, Municipal Solid Waste Management, Plastic Waste Management and Construction and Demolition Waste Management.

Segment revenue includes sales, export incentives, processing charges and scrap sales.

Segment Revenue in the geographical segments considered for disclosure are as follows:

(a) Revenue within India includes sales to customers located within India.

(b) Revenue outside India includes sales to customers located outside India.

Segment Revenue, Results, Assets and Liabilities includes the respective amounts identifiable to each of segments and amounts allocated on a
reasonable basis.

(iii) Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Company. These are used to maximise
operational flexibility in terms of managing the assets used in the Company’s operations. All extension options held are exercisable by the Company
and termination rights are held by the Company and lessor both as per the respective lease agreements.

NOTE 54 -

During the current year, investment in Corporate Deposit (including interest thereon) measured at amortised cost and interest accrued on bonds and debentures
measured at amortised cost is classified under Investments. Accordingly, the Company has reclassified related comparative figures in order to conform with current
year’s presentation. This reclassification does not have any impact on the statement of cash flows.

NOTE 55 - OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property
Transactions Act, 1988 (as amended in 2016) (formally the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.

(ii) Borrowing secured against assets

The Company has sanctioned borrowing facility from banks on the basis of security of current and non current assets. The quarterly returns or
statements of current assets filed by the Company with banks are in agreement with the books of accounts. During the year, the Company did not have
any borrowings from the financial institutions on the basis of security of current assets.

(iii) Wilful defaulter

The Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vii) Utilisation of borrowed funds and share premium

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

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

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961,
that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, right of use assets and intangible asset;

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or
previous year.

(xi) Utilisation of borrowings availed from banks and financial institutions;

The borrowings obtained by the Company from banks and financial institutions, have been applied for the purpose for which such loans were taken.

(xii) Registration of charges or satisfaction with Registrar of Companies;

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond statutory period.

(xiii) Title deeds of immovable properties not held in name of the Company;

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in
favour of the lessee), as disclosed in Note 3 - Property, plant and equipment and Note 5 - Investment property are held in the name of the Company.

The accompanying notes are an integral part of these standalone financial statements.

As per our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of Excel Industries Limited

^Firm Regulation Not CHOTWNSOOOie ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF

Executive Chairman Managing Director Executive Director

SACHIN PAREKH DIN: 00019952 DIN: 00033505 DIN: 00033693

Membership No.: 107038 ^P ^ Sit™ K.^SINGHVI

Chief Financial Officer Company Secretary

Place: Mumbai Place: Mumbai

Date: May 14,2025 Date: May 14,2025

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Mar 31, 2024

W. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

Contingent Liabilities are disclosed where there is possible obligation arising from past events, the existence of which 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 or a present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made.

A contingent asset is disclosed and not recognised, where an inflow of economic benefits is probable.

X. Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

Y. Rounding of amounts

All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

NOTE 2 - CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements. In addition, this note also explains where there have been actual adjustments this year as a result of changes to previous estimates.

(a) Estimated fair value of unlisted securities:

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. This involves fair valuation based on comparable companies multiple inputs, assessment of maintainable EBIDTA (Earnings before interest, depreciation, tax and amortisation) and other relevant valuation parameters. Estimated fair values may vary from the actual price that would be achieved in an arms length transaction at the reporting date. (Refer Note 41)

(b) Impairment of Goodwill and Property, plant and equipment:

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. The goodwill impairment test is performed at the level of the cash generating unit or groups of cash generating units (‘CGU’) which are benefiting from the synergies of the acquisition and which represents the lowest level at which goodwill is monitored for internal management purposes.

The Company periodically assesses the carrying amount of its property, plant and equipment to determine whether there is an indication that those assets have suffered impairment loss. In making such assessments, the Company considers both internal and external sources of information to determine whether there is an indicator of impairment and, accordingly, whether the recoverable amount of the individual asset or CGU needs to be estimated.

An impairment loss is recognised if the recoverable amount is lower than the carrying value. The recoverable amount is determined based on higher of value-in-use and fair value less cost to sell.

Key assumptions and judgements involved in estimating the recoverable value are future sales, input costs, weighted average cost of capital (discount rate) and terminal growth rate. Cash flow projection takes into account past experience and represents management’s best estimate about future developments. (Refer Note 3 and Note 6)

(c) Accounting for Associate Company :

Refer Note 8 on accounting for Investment in First Energy 7 Private Limited

(iv) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

• Investments in quoted equity instruments are valued using the closing price at National Stock Exchange (NSE) at the reporting period.

• the fair value of forward foreign exchange contracts is determined using forward exchange rates as at the balance sheet date, prevailing with the Authorised Dealers dealing in foreign exchange.

• the Net Assets Value (‘NAV’) for valuation of mutual fund investment represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors at the reporting period.

• Fair value of investment in unquoted equity shares is arrived based on Comparable Company Market (''COM'') Multiples Method by applying EV/EBITDA multiple of comparable listed companies on maintainable operating EBITDA of the investee company. The same is further adjusted, as appropriate, for surplus assets (cash and cash equivalent, investments, interest accrued on deposits), debts, deferred tax assets/ liabilities and contingent liabilities.

(v) Increase in EV / EBITDA multiple by 5% would increase fair value of unquoted equity shares by INR 1,512.36 lakhs (March 31,2023: INR 1,134.80 lakhs).

Decrease in EV / EBITDA multiple by 5% would have equal and opposite impact on fair value of unquoted equity shares.

NOTE 42 - FINANCIAL RISK MANAGEMENT

I n the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk. The key risks and mitigating actions are also placed before the Board of Directors of the Company. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company manages the risk through the finance department that ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The activities are designed to:

- protect the Company’s financial results and position from financial risks;

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company’s financial investments, while maximising returns.

The note explains the Company’s exposure to financial risks and how these risks could affect the Company’s future financial performance.

(A) Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.

Credit risk arises from cash and cash equivalents, balances with banks and financial institutions, contractual cash flows of debt investments, favourable derivative financial instruments, credit exposures to customers and other outstanding receivables such as security deposits, loans to employees etc.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information.

For banks and financial institutions, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit ratings assigned by the credit rating agencies. The Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, past experience, analysis of historical bad debts, ageing of financial assets and other factors. Individual risk limits are set and periodically reviewed on the basis of such information. For certain trade receivables, the Company also obtains security in the form of guarantees, deed of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

The Company has assessed its loans and other financials assets including security deposits and other receivables as high quality, negligible credit risk. The Company periodically monitors the recoverability and credit risks of its other financials assets. The Company evaluates 12 months expected credit losses for all the financial assets (other than trade receivable and contract assets) for which credit risk has not increased. In case credit risk has increased significantly, the Company considers lifetime expected credit losses for the purpose of impairment provisioning.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix by taking into consideration payment profiles of chemical sales over a period of 24 months and Environment and Biotech sales over a period of 36 months before the reporting date and the corresponding historical credit loss experience within this period. The historical loss rates are adjusted to reflect the current and forward looking information on macro economic factors affecting the ability of customers to settle receivables. The expected credit loss is based on aging of days, the receivables due and the expected credit loss rate. In addition, in case of event driven situation such as litigations, disputes, change in customer’s credit risk history, specific provision are made after evaluating the relevant facts and expected recovery. The provision matrix at the end of the reporting period is as follows:

NOTE 43 - CAPITAL MANAGEMENT (a) Risk Managements

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.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. For achieving this, the requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Apart from internal accrual, sourcing of capital is done through judicious combination of equity and borrowing. Debt (total borrowings lease liabilities) to equity ratio is used to monitor capital. No changes were

(iii) Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company’s operations. All extension options held are exercisable by the Company and termination rights are held by the Company and lessor both as per the respective lease agreements.

NOTE 54 -

On April 1, 2023, the Company had given a notice to Ahmedabad Municipal Corporation for closure of its Municipal Solid Waste (MSW) processing plant, effective from October 1, 2023. Accordingly, the Company had recognized impairment loss of Rs. 65.23 lakhs on property, plant and equipment and inventory write off of Rs. 60.57 lakhs pertaining to its Environment and Biotech segment for the quarter and year ended March 31,2023. Pursuant to the said notice, the operations were discontinued and the site was handed over to the concerned authority.

NOTE 55 - OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formally the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.

(ii) Borrowing secured against assets

The Company has sanctioned borrowing facility from banks on the basis of security of current and non current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts. During the year, the Company did not have any borrowings from the financial institutions on the basis of security of current assets.

(vii) Utilisation of borrowed funds and share premium

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

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

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, right of use assets, intangible asset and investment property;

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(xi) Utilisation of borrowings availed from banks and financial institutions;

The borrowings obtained by the Company from banks and financial institutions, have been applied for the purpose for which such loans were taken.

(xii) Registration of charges or satisfaction with Registrar of Companies;

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond statutory period.

(xiii) Title deeds of immovable properties not held in name of the Company;

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3 - Property, plant and equipment, Note 4 - Right-of-use assets and Note 5 - investment property are held in the name of the Company.

As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited

For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF

Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director

DIN: 00019952 DIN: 00033505 DIN: 00033693

BHAVESH GADA

Partner N.R. KANNAN DEVENDRA P DOSI SURENDRA K. SINGHVI

Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary

Place : Mumbai Place : Mumbai

Date: May 24, 2024 Date: May 24, 2024

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Mar 31, 2023

V. Provisions, Contingent Liabilities and Contingent Assets

Contingent Liabilities are disclosed where there is possible obligation arising from past events, the existence of which 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 or a present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

A contingent asset is disclosed and not recognised, where an inflow of economic benefits is probable.

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employee’s services up to the end of the reporting and are measured at the amounts expected to be paid when the liabilities are settled.

The Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(ii) Long-term employee benefit obligations

Leave Obligation:

The liabilities for leave obligation which are not expected to be settled wholly within 12 months after the end of the period in which the employee render the related services, are measured as the present value of expected payments to be made in respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit method. The benefits are discounted using the market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligations. Remeasurements as a result of experience adjustments and changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognised in the Statement of Standalone Profit and Loss. These obligations are valued annually by independent qualified actuary.

Long Service awards:

The Company provides for the long service awards for eligible employees as per the scheme announced by the Company. The liability towards the long services awards is provided at each balance sheet date on the basis of independent actuary valuation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in Statement of Standalone Profit and Loss.

(iii) Post-employment obligations

Defined benefit plan - Gratuity:

The liability or asset recognised in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The estimated future payments are discounted using market yields determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation.

The net interest cost, calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of the plan assets, is recognised as employee benefit expenses in the Statement of Standalone Profit and Loss. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in Statement of Standalone Profit and Loss as past service cost.

Defined Contribution Plans:

The Company pays contributions to provident fund, employee’s state insurance scheme and labour welfare fund to publicly administered funds as per the local regulations. The Company has no further legal or constructive obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

Defined Contribution Plan - Superannuation Scheme:

The Company pays contribution to the superannuation scheme, a defined contribution scheme, administered by the insurance company. The Company has no further legal or constructive obligation to the scheme apart from the contribution made on a monthly basis. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. The scheme is funded with an insurance Company in the form of qualifying insurance policies. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises termination benefits at the earlier of the following dates: (a) when the Company can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

The Company also has a termination benefit plan for its employees, i.e. Medical Voluntary retirement scheme in which employees suffering from continued ill-health not amounting to occupational disease and thereby unable to perform normal duties of their post. Under the Scheme, the benefits will be given for a retired employee for a maximum period up to 10 years or age of retirement, whichever is earlier. In case of early death of the employee, the legal heir of the employee shall get 50% of separation benefit for the rest of the benefit period. The costs of providing benefits under the said plan is determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for the plan using the projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognised in the Statement of Standalone Profit and Loss. This Scheme is not funded.

X. Business Combination

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred by the Company to obtain control of a business comprises the:

• fair values of the assets transferred

• liabilities incurred to the former owners of the acquired business

• equity interests issued by the Company

• fair value of any asset or liability resulting from a contingent consideration arrangement

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

The excess of the:

• fair values of the assets transferred

• liabilities incurred to the former owners of the acquired business

• equity interests issued by the Company

over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of acquisition. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

Y. Investment in Subsidiary and Joint Venture

The investments in subsidiaries and joint ventures are carried in the financial statements at historical cost except when the investment, or a portion thereof, is classified as held for sale, in which case measured at lower of carrying amount and fair value less costs to sell. When the Company is committed to a sale plan involving disposal of an investment, or a portion of an investment, in any subsidiary or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met. Any retained portion of an investment in a subsidiary or a joint venture that has not been classified as held for sale continues to be accounted for at historical cost.

I nvestments in subsidiaries and joint ventures carried at cost are tested for impairment in accordance with Ind AS 36 Impairment of Assets. The carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount, any impairment loss recognised reduces the carrying amount of the investment.

Z. Contributed Equity

Equity shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

AA. Dividends

Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the Company, on or before the end of the reporting period but not distributed at the end of the reporting period.

AB. Earnings Per Share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

AC. Rounding of amounts

All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

NOTE 2 - CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements. In addition, this note also explains where there have been actual adjustments this year as a result of changes to previous estimates.

(a) Estimated fair value of unlisted securities:

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. This involves fair valuation based on comparable companies multiple inputs, assessment of maintainable EBIDTA (Earnings before interest, depreciation, tax and amortisation) and other relevant valuation parameters. Estimated fair values may vary from the actual price that would be achieved in an arms length transaction at the reporting date. (Refer Note 41)

(b) Impairment of Goodwill and Property, plant and equipment:

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. The goodwill impairment test is performed at the level of the cash generating unit or groups of cash generating units (‘CGU’) which are benefiting from the synergies of the acquisition and which represents the lowest level at which goodwill is monitored for internal management purposes.

The Company periodically assesses the carrying amount of its property, plant and equipment to determine whether there is an indication that those assets have suffered impairment loss. In making such assessments, the Company considers both internal and external sources of information to determine whether there is an indicator of impairment and, accordingly, whether the recoverable amount of the individual asset or CGU needs to be estimated.

An impairment loss is recognised if the recoverable amount is lower than the carrying value. The recoverable amount is determined based on higher of value-in-use and fair value less cost to sell.

Key assumptions and judgements involved in estimating the recoverable value are future sales, input costs, weighted average cost of capital (discount rate) and terminal growth rate. Cash flow projection takes into account past experience and represents management’s best estimate about future developments. (Refer Note 3 and Note 6)

(iv) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

• Investments in quoted equity instruments are valued using the closing price at National Stock Exchange (NSE) at the reporting period.

• the fair value of forward foreign exchange contracts is determined using forward exchange rates as at the balance sheet date, prevailing with the Authorised Dealers dealing in foreign exchange.

• the Net Assets Value (‘NAV’) for valuation of mutual fund investment represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors at the reporting period.

• Fair value of investment in unquoted equity shares is arrived based on Comparable Company Market (‘CCM’) Multiples Method by applying EV/EBITDA multiple of comparable listed companies on maintainable operating EBITDA of the investee company. The same is further adjusted, as appropriate, for surplus assets (cash and cash equivalent, investments, interest accrued on deposits), debts, deferred tax assets/ liabilities and contingent liabilities.

(v) I ncrease in EV / EBITDA multiple by 5% would increase fair value of unquoted equity shares by INR 1,134.80 lakhs (March 31, 2022: INR 919.08

lakhs). Decrease in EV / EBITDA multiple by 5% would have equal and opposite impact on fair value of unquoted equity shares of INR 25,318.27 lakhs

(March 31,2022: INR 19,613.22 lakhs).

I n the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk. The key risks and mitigating actions are also placed before the Board of Directors of the Company. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company manages the risk through the finance department that ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The activities are designed to:

- protect the Company’s financial results and position from financial risks;

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company’s financial investments, while maximising returns.

The note explains the Company’s exposure to financial risks and how these risks could affect the Company’s future financial performance.

(A) Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.

Credit risk arises from cash and cash equivalents, balances with banks and financial institutions and favourable derivative financial instruments, credit exposures to customers and other outstanding receivables such as security deposits, loans to employees etc.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information.

For banks and financial institutions, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit ratings assigned by the credit rating agencies. The Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, past experience, analysis of historical bad debts, ageing of financial assets and other factors. Individual risk limits are set and periodically reviewed on the basis of such information. For certain trade receivables, the Company also obtains security in the form of guarantees, deed of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

The Company has assessed its loans and other financials assets including security deposits and other receivables as high quality, negligible credit risk. The Company periodically monitors the recoverability and credit risks of its other financials assets. The Company evaluates 12 months expected credit losses for all the financial assets (other than trade receivable and contract assets) for which credit risk has not increased. In case credit risk has increased significantly, the Company considers lifetime expected credit losses for the purpose of impairment provisioning.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix by taking into consideration payment profiles of chemical sales over a period of 24 months and Environment and Biotech sales over a period of 36 months before the reporting date and the corresponding historical credit loss experience within this period. The historical loss rates are adjusted to reflect the current and forward looking information on macro economic factors affecting the ability of customers to settle receivables. The expected credit loss is based on aging of days, the receivables due and the expected credit loss rate. In addition, in case of event driven situation such as litigations, disputes, change in customer’s credit risk history, specific provision are made after evaluating the relevant facts and expected recovery. The provision matrix at the end of the reporting period is as follows:

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vii) Utilisation of borrowed funds and share premium

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

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

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, right of use assets, intangible asset and investment property;

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(xi) Utilisation of borrowings availed from banks and financial institutions;

The borrowings obtained by the Company from banks and financial institutions, have been applied for the purpose for which such loans were taken.

(xii) Registration of charges or satisfaction with Registrar of Companies;

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond statutory period.

(xiii) Title deeds of immovable properties not held in name of the Company;

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3 - Property, plant and equipment, Note 4 - Right-of-use assets and Note 5 - investment property are held in the name of the Company.

As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited

For Price Waterhouse Chartered Accountants LLP ^ASHWIN C. ^FMF PJWI\ ^A. ^SHROFF FiFiBFitF ^A. ^SHROFF

Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director

DIN: 00019952 DIN: 00033505 DIN: 00033693

BHAVESH GADA

Partner N.R. KANNAN DEVENDRA P DOSI SURENDRA K. SINGHVI

Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary

Place: Mumbai Pace: Mumbai

Date: May 16,2023 Date: May16,2023

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Mar 31, 2018

BACKGROUND

Excel Industries Limited (the company) is a public limited company domiciled in India. Its shares are listed on BsE Limited and National stock Exchange of India Limited. The company is engaged in manufacturing and selling of chemicals, Pharma intermediates and Environmental products. chemicals comprising of Industrial and specialty chemicals and Pesticides Intermediates. Environmental products comprising of soil Enricher, Bio-Pesticides and other Bio-products. The company caters to both domestic and international markets. The company is also engaged in manufacturing activity on behalf of third parties.

1. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to exercise judgment and to make estimates and assumptions. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affect only that period, or in the period of the revision and future periods if the revision affects both current and future period.

The areas involving critical estimates or judgements are as under:

(a) Estimation of current tax expenses and payable:

Taxes recognized in the financial statements reflect management’s best estimate of the outcome based on the facts known at the balance sheet date. These facts include but are not limited to interpretation of tax laws of various jurisdictions where the Company operates. Any difference between the estimates and final tax assessments will impact the income tax as well the resulting assets and liabilities.

(b) Estimated fair value of unlisted securities:

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on the market conditions existing at the end of each reporting period.

(c) Useful lives of property, plant and equipment and Intangible assets:

Depreciation and amortisation is based on management estimates of the future useful lives of the property, plant and equipment and intangible assets. Estimates may change due to technological developments, competition, changes in market conditions and other factors and may result in changes in the estimated useful life and in the depreciation and amortisation charges.

(d) Estimation of defined benefit obligation:

The liabilities of the Company arising from employee benefit obligations and the related current service cost, are determined on an actuarial basis using various assumptions.

(e) Impairment of financial assets (including trade receivables):

Allowance for doubtful receivables represent the estimate of losses that could arise due to inability of the Customer to make payments when due. These estimates are based on the customer ageing, customer category, specific credit circumstances and the historical experience of the group as well as forward looking estimates at the end of each reporting period.

(f) Estimation of Provisions and contingencies:

Provisions are liabilities of uncertain amount or timing recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable. Contingent liabilities are possible obligations that may arise from past event whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events which are not fully within the control of the Company. The Company exercises judgement and estimates in recognizing the provisions and assessing the exposure to contingent liabilities relating to pending litigations. Judgement is necessary in assessing the likelihood of the success of the pending claim and to quantify the possible range of financial settlement. Due to this inherent uncertainty in the evaluation process, actual losses may be different from originally estimated provision.

(ii) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of INR 5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except incase of Interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iv) Buyback of Equity Shares

The board of directors had approved to buyback a maximum upto 11,50,000 equity shares of the company at a price not exceeding INR 275 per equity share and the total consideration not exceeding INR 1800 lacs. during the year ended March 31, 2017, the company has bought back 3,34,938 equity shares utilizing INR 926.71 lacs (including transaction charges, brokerage, tax etc.) from security Premium reserve. As a result of the buyback, total equity shares of the company has reduced from 1,29,05,630 to 1,25,70,692. further the company has transfered INR 16.75 lacs to capital Redemption Reserve from General Reserve being the sum equal to the nominal value of shares so purchased.

Capital Reserve

capital reserve is utilised in accordance with provision of the Act.

Securities premium reserve

securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

Capital Redemption Reserve

Represent reserve created during buy back of Equity shares and it is a non-distributable reserve.

General Reserve

The General Reserve is used from time to time to record transfer of profit from retained earnings, for appropriation purposes. As general reserve is created by transfer from one component of equity to another and it is not an item of other comprehensive income.

Other reserves - FVOCI - Equity Investments

The company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive Income. These changes are accumulated within FVocI equity investments reserve within equity. The company transfer amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

Notes:

(a) I ndian rupee loan from Bank of India amounting to INR Nil (March 31, 2017: INR 331.00 lakhs, April 1, 2016: INR 531.00 lakhs) is for a period of five years repayable in quarterly instalments of INR 50 lakhs and carrying interest rate of 12.25% to 12.90% per annum and is secured by first exclusive charge by way of hypothecation of plant and machinery and further to be secured by registered mortgage of land and buildings of the factory located at Roha. During the year, the Company has made full prepayment of this rupee loan and is in the process of satisfaction of charge created.

(b) I ndian rupee loan from HDFC Bank Limited amounting to INR Nil (March 31, 2017: INR 333.33 lakhs, April 1, 2016: INR 555.56 lakhs) is for a period of five years repayable in quarterly instalments of INR 55.56 lakhs and carrying rate of interest @11.60% to 11.90% per annum and is secured by exclusive charge by way of hypothecation of entire movable assets at Lote Parashuram and further to be secured by registered mortgage of immovable assets at Lote Parashuram. During the year, the Company has made full prepayment of this rupee loan and is in the process of satisfaction of charge created.

(c) Term loans under vehicle finance from a financial institution amounting to INR 41.54 lakhs (March 31, 2017: INR 49.11 lakhs, April 1, 2016: INR 49.99 lakhs) carrying interest rate ranging from 12% to 14% per annum repayable in equated monthly instalments and secured by hypothecation of the vehicles acquired by utilising the said loans.

(d) Finance lease obligation amounting to INR 299.04 lakhs (March 31, 2017: INR 634.56 lakhs, April 1, 2016: INR 780.68 lakhs) from Siemens Financial Services Private Limited for a period of three years and is secured by hypothecation of equipment’s taken on lease. It will be discharged by monthly lease rental payments on various dates and carry the interest @ 11.50% to 12.50% per annum.

(e) Loan from Housing Development Finance Corporation Limited amounting to INR Nil (March 31, 2017: INR 409.60 lakhs, April 1, 2016: INR Nil) carrying interest rate @ 11.50% per annum repayable in sixty equated monthly instalments and secured by first equitable mortgage on property along with stilt area and undivided portion of freehold land at New Delhi both present and future and by way of first charge on all the receivables including lease rent and sale proceeds of the herein mentioned property. During the year, the Company has made full prepayment of this loan and has satisfied charges subsequent to the year end.

(f) Unsecured deposit from shareholder/public amounting to INR Nil (March 31, 2017: Nil, April 1, 2016: INR 239.16 lakhs) carrying interest rate @ 10% per annum repayable after 2 years.

(g) Installments falling due within a year in respect of all the above Loans aggregating INR 251.07 lakhs (March 31, 2017: INR 842.80 lakhs, April 1, 2016: INR 1,145.99 lakhs) have been grouped under “Current maturities of long-term debt” (Refer Note 27).

(h) Refer Note 43(B) for liquidity risk.

(i) The carrying amounts of financial and non financial assets as security for secured borrowings are disclosed in Note 25.

(j) Refer note 25(f) Net debt reconciliation

Notes:

(a) cash credit loan from banks are secured by hypothecation of all tangible movable assets both present and future including stock of raw materials, finished goods, work in process, stores and trade receivables etc. and is further secured by a second charge on the Property, Plant and equipment at Roha and Lote Parashuram. The cash credit loan is repayable on demand and carries interest rates at 9.45% to 11.20% (March 31, 2017 - 11.70% to 13.20%; April 1, 2016 - 11.70% to 13.20%).

(b) outstanding foreign currency buyer’s credit are unsecured and carry an interest rate of 2.70% (March 31, 2017 - libor plus 0.23% to 0.80%; April 1, 2016 -libor plus 46 bps) repayable on demand.

(c) short term unsecured loans from banks are payable within period of 3 to 6 months and carries interest rate of 8.25% to 8.90% (March 31, 2017 - 8.90% to 9.50%; April 1, 2016 - 9.50% to 12.25%) per annum.

(d) outstanding foreign currency loan is unsecured carrying interest rate of Nil (March 31, 2017 - Nil; April 1, 2016- libor plus 90 bps).

e) The carrying amounts of financial and non financial assets hypothecated/ mortgaged as security for current and non-current borrowings are as under:

Note:

Goods and Service Tax (GST) has been effective from July 1, 2017. Consequently, excise duty, value added tax (VAT), Service tax etc have been replaced with GST. Until June 30, 2017, ‘Sale of products’ included the amount of excise duty recovered on sales. With effect from July 1, 2017, ‘Sales of products’ excludes the amount of GST recovered. Accordingly, revenue from ‘Sale of Products’ and ‘Revenue from operations’ for the year ended March 31, 2018 are not comparable with those of the previous year. Had the previously reported revenue was shown net of excise duty, comparative revenue of the Company (Continuing Operations) would have been as follows :

(iii) Gratuity

(a) The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement / termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. If an employee completes more than 25 years of service as of March 31, 2017 except staff and workers, then instead of 15 days, he / she will be entitled to get gratuity on retirement / termination at 22 days of last drawn salary. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.

(iv) Medical Voluntary retirement scheme (MVRS)

(a) The Company also have a defined benefit plan for its employees, viz., voluntary early separation scheme on account of continued ill-health not amounting to occupational disease and thereby unable to perform normal duties of their post. Under the Scheme, the benefits will be given for a retired employee for a maximum period upto 10 years or age of retirement, whichever is earlier. In case of early death of the employee, the legal heir of the employee shall get 50% of separation benefit for the rest of the benefit period. The costs of providing benefits under the said plan is determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for the plan using the projected unit credit method. Actuarial gains and losses for the defined benefit plan is recognised in full in the period in which they occur in the Statement of Profit and Loss. This Scheme is not funded.

(v) Defined Contribution Plan

The Company has certain defined contribution plans such as provident fund, super annuation fund and family pension fund for the benefit of the employees. Contributions are made to provident fund in India for employee at the rate of 12% of basic salary as per regulations. The Contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The Expenses recognised during the period towards defined contribution plan is INR 473.98 lacs (March 31, 2017 - INR 453.16 lacs).

(vi) Risk Exposure for Gratuity (funded plan):

Through its defined benefit plans, the group is exposed to number of risks, the most significant of which are detailed below:

Assets volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan assets has investments in insurance/equity managed fund, fixed income securities with high grades, public/private sector units and government securities. Hence assets are considered to be secured.

Change in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in value of plans bond holdings.

(ii) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The fair value of financial instruments as referred to in note above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurement) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows:

Level 1: Financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds, mutual funds, bonds and debentures, 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.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, 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 considered here. For example, the fair value of forward exchange contracts, currency swaps and interest rate swaps is determined by discounting estimated future cash flows using a risk-free interest rate. The mutual funds are valued using the closing NAV published by mutual fund.

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). When the fair value of unquoted instruments cannot be measured with sufficient reliability, the group carries such instruments at cost less impairment, if applicable.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other bank balances, loans and other financial assets and liabilities are considered to be the same as their fair values due to their short-term nature. The carrying amount of long term borrowings are considered to be same as their fair values as these borrowings carry floating interest rates.

2. financial risk management

I n the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk and capital. The key risks and mitigating actions are also placed before the Board of Directors of the Company. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company manages the risk through the finance department that ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The activities are designed to:

- protect the Company’s financial results and position from financial risks

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company’s financial investments, while maximising returns.

The note explains the Company’s exposure to financial risks and how these risks could affect the Company’s future financial performance.

(A) credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. Credit risks from balances with banks and financial institutions are managed in accordance with the Company’s policy. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit ratings assigned by the credit rating agencies. The Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

In respect of its investments the company aims to minimize its financial credit risk through the application of risk management policies.

The gross carrying amount of trade receivables is INR 11,978.90 lacs (March 31, 2017: INR 11,690.37 lacs, April 1, 2016: INR 12,747.98 lacs)

The Company maintains exposure in cash and cash equivalents, term deposits with banks, Loans, Security deposits and other financial assets.

Security deposits are interest free deposits given by the Company for properties taken on lease. Provision is taken on a case to case basis depending on circumstances with respect to non recoverability of the amount. The gross carrying amount of Security deposit is INR 436.83 lacs (March 31, 2017: INR 327.66 lacs, April 1, 2016: INR 396.37 lacs) Other advances are given for trade purpose which is in line with normal business activities of the Company. Provision is taken on a case to case basis depending on circumstances with respect to non recoverability of the amount. The gross carrying amount of capital advances is INR 329.71 lacs (March 31, 2017: INR 53.86 lacs, April 1, 2016: INR 229.03 lacs)

(B) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach for managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking manage to Company’s reputation. In addition, processes and policies related to such risks are overseen by the senior management. The management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

(c) Market risk

The Company is exposed to risk from movements in foreign currency exchange rates, interest rates and market prices that affect its assets, liabilities and future transactions.

(i) foreign exchange risk

Foreign currency risk is that risk in which the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and a portion of its business is transacted in multiple currencies and therefore the Company is exposed to foreign exchange risk through its overseas sales and purchases in various foreign currencies. The Company takes decision to hedge by forming view after discussions with it’s advisors and as per policies set by Management.

The Company was also exposed to the foreign currency loans availed from banks to reduce the overall interest cost. The Company had fully hedged loan exposure in foreign currency to mitigate the foreign exchange risk on the same.

3. capital management

(a) Risk Management

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders.

The Company’s capital management is driven by Company’s policy to maintain a sound capital base to support the continued development of its business. The Board of Directors seeks to maintain a prudent balance between different components of the Company’s capital. The Management monitors the capital structure and the net financial debt at individual currency level. Net financial debt is defined as current and non-current financial liabilities less cash and cash equivalents and short-term investments.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The debt equity ratio highlights the ability of a business to repay its debts. As at March 31, 2018, the ratio was 1.70%

4. SEGMENT INFORMATION

(a) Description of segments and principal activities

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chairman and Managing Director of the Company. The Company operates in following business segment as per Indian Accounting Standard 108 “operating segments”:

(a) chemicals - Comprising of Industrial and Specialty Chemicals, Pesticides Intermediates, Polymer and Pharma Intermediates

(b) Environment - Comprising of Soil enricher, Bio - pesticides and other Bio products. The Environment and Bio Tech (E&BT) segment has been shown as discontinuing operations (Refer Note 46)

Segment revenue includes sales, export incentives, processing charges and other income from operations

Segment Revenue in the geographical segments considered for disclosure are as follows :

(a) Revenue within India includes sales to customers located within India.

(b) Revenue outside India includes sales to customers located outside India.

Segment Revenue, Results, Assets and Liabilities includes the respective amounts identifiable to each of segments and amounts allocated on a reasonable basis.

5. discontinuing operation

(a) Description:

On March 29, 2017, the Board of Directors of the Company has approved divestment of Environment & Bio-tech (E&BT) division to Excel Bio Resources Limited (EBRL), a wholly owned subsidiary. Accordingly, on March 31, 2017, the Company has signed a Business Transfer Agreement (BTA) to sell E&BT division to EBRL for consideration of INR 975 lacs which is subject to net working capital and other adjustment as on the date of completion. Assets associated with E&BT division has been classified as held for sale as on March 31, 2017 along with liabilities directly associated with these assets.

The transaction is not completed pending fulfillment of certain conditions mentioned in BTA. The management of the Company continues to pursue for achievement of theses conditions as at March 31, 2018.

(c) Key Management personnel (KMp)

Mr. Ashwin C. Shroff (Chairman and Managing Director)

Mrs. Usha A. Shroff (Executive Vice Chairperson)

Mr. Ravi Ashwin Shroff (Executive Director)

Mr. R. N. Bhogale (Independent Director)

Mr. H. N. Motiwala (Independent Director)

Mr. P S. Jhaveri (Independent Director)

Mr. M. B. Parekh (Independent Director)

Mr. S. S. Vaidya (Independent Director)

Mr. R. M. Pandia (Independent Director)

Mr. Dipesh K. Shroff (Non-Executive Director)

Mr. Atul G. Shroff (Non-Executive Director)

Mr. R. K. Sood (Nominee Director - LIC)

Relatives of KMp with whom transactions have taken place:

Mr. Hrishit Ashwin Shroff (Son of Mr. Ashwin C Shroff and Mrs. Usha A. Shroff)

Mrs. Anshul Amrish Bhatia (Daughter Mr. Ashwin C Shroff and Mrs. Usha A. Shroff)

Mrs. Kanaklata A Saraiya (Sister of Mrs. Usha A. Shroff)

Mrs. Uma Shailesh Kapadia (Sister of Mrs. Usha A. Shroff)

(d) Enterprise over which KMp or their relative have significant influence and transactions have taken place:

Agrocel Industries Private Limited

Anshul Specialty Molecules Private Limited (upto August 22, 2017)

Divakar Techno Specialities & Chemicals Private Limited Excel Crop Care Limited (upto October 7, 2016)

Mobitrash Recycle Ventures Private Limited Shree Vivekanand Research and Training Institute C C Shroff Research Institute Transpek Industry (Europe) Limited Transpek Industry Limited TML Industries Limited C C Shroff Self Help Centre

(b) operating Lease:

Office premises and godowns are obtained on operating leases for various tenors. Except for the Office premises, none of the operating leases are renewable. In respect of Office premises, the operating lease are renewable for further period of five years, with an escalation clause of 5% over the existing lease rent. There are no restrictions imposed by lease agreements / arrangements.

The Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 9 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.

* includes INR 220.26 lacs, INR 116.88 lacs and INR 231.00 lacs (Previous Year: INR 142.05 lacs, INR 125.55 lacs and INR 257.11 lacs) in respect

of Research and Development units at Roha, Lote and Mumbai respectively which is approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology.

Capital Expenditure incurred during the year on Research and Development INR 181.32 lacs (Previous Year INR 170.95 lacs) [including capital expenditure on qualifying assets of INR 15.91 lacs, INR 82.40 lacs and INR 72.60 lacs (Previous Year: INR 44.88 lacs, INR 23.92 lacs and INR 89.55 lacs in respect of Research and Development Units at Roha, Lote and Mumbai respectively which is approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology)].

6. FIRsT-TIME Adoption oF IND As

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from April 1, 2017, with a transition date of April 1, 2016. The adoption of Ind AS has been carried out in accordance with Ind AS 101 - First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS standalone financial statements be applied retrospectively and consistently for all financial years presented. However, in preparing these Ind AS financial statements, the Company has availed of certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and previous GAAP have been recognised directly in equity. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes:

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

Optional Exemptions

(i) Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company has elected to apply Ind AS 103 prospectively to business combination occurring after its transition date. Business combination occurring prior to transition date have not been restated.

(ii) Deemed cost

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 de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the company has elected to measure all of its property, plant and equipment, intangible assets and investment properties at their previous GAAP carrying value.

(iii) Investment in subsidiaries and joint ventures

Ind AS 101 permits a first-time adopter to measure it’s investment, at the date of transition, at cost determined in accordance with Ind AS 27, or deemed cost. The deemed cost of such investment shall be it’s fair value at date of transition to Ind AS of the Company, or previous GAAP carrying amount at that date. The Company has elected to measure its investment in subsidiary companies, associate Company and joint venture Company under previous GAAP carrying amount as its deemed cost on the transition date.

(iv) Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investment in equity investments.

Ind As mandatory exceptions (i) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP

(ii) 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. Consequently, the Company has applied the above assessment based on facts and circumstances exist at the transition date.

B. Transition to Ind As - Reconciliations

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

(i) Reconciliation of Total Comprehensive Income for the year ended March 31, 2017.

(ii) Reconciliation of Equity as at April 1, 2016 and March 31, 2017.

(iii) Reconciliation of Statement of Cash Flows.

The presentation requirements under previous GAAP differs from Ind AS and hence previous GAAP information has been regrouped for inline with Ind AS. The regrouped previous GAAP information is derived from the Standalone Financial Statements of the Company prepared in accordance with the previous GAAP

C. Notes to first-time adoption:

1. proposed dividend

Under the previous GAAP (upto the year end March 31, 2016) dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events and accordingly, provision for proposed dividend was recognised as a liability. Under previous GAAP (effective April 1, 2016) and Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend of INR 680.84 Lakhs as at April 1, 2016 included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity has been increased by an equivalent amount.

2. Investments

(i) Fair valuation of Investments

Under the previous GAAP investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under IND AS, these investments are required to be measured at fair value.

Fair value changes with respect to investments in equity instruments designated as FVOCI have been recognised in FVOCI - Equity investments reserve as at the date of transition and subsequently in the Other Comprehensive Income for the year ended March 31, 2017. This increased other reserves and equity by INR 14,036.30 Lakhs as at March 31, 2017 and INR 12,182.18 Lakhs as at April 1, 2016. Further Other Comprehensive Income for the year ended March 31, 2017 has increased by INR 1,854.12 Lakhs (other than the investments which are derecognised during the previous year, see (ii) below).

(ii) profit on sale of Investments

Under previous GAAP profit on sale of Investments was directly recognised in the Statement of Profit and Loss by comparing the sale value with amount appearing in balance sheet (i.e. Cost). Company has sold its investments in Excel Crop Care Limited to Sumitomo Chemical Company, Limited, Japan in accordance with Share Purchase Agreement during the year ended March 31, 2017. As per Ind AS as the Investments are fair valued and recognised through OCI, Company has reversed gain of INR 2,668.78 lacs and accounted the same in Other Comprehensive Income.

3. Loan Given to subsidiary

Under the previous GAAP interest free loans given a subsidiary were recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at their fair value. Accordingly, the Company has fair valued these loans under Ind AS. Difference between fair value of loan given to a subsidiary and the carrying value (transaction value) as per Previous GAAP has been recognized as investment in subsidiary. Consequently, the amount of loan given has been decreased by INR 170.36 lacs as at April 1, 2016 and corresponding increase in investments in subsidiary. During the year ended March 31, 2017, these loan has been repaid and hence interest income has been accounted for INR 170.36 lacs resulting into increase in Income and equity as at March 31, 2017.

4. Remeasurements of post employment benefit obligation

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in Other Comprehensive Income instead of profit and loss. Under the previous GAAP these remeasurements were forming part of the profit and loss for the year. As a result of this change, the profit for the year ended March 31, 2017 increase by INR 175.31 Lakhs. There is no impact on the total equity as at March 31, 2017.

5. Deferred tax

Deferred Tax on aforesaid Ind AS adjustments

6. other Comprehensive Income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP

7. Retained Earnings

Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustment.

7. standards issued but not yet effective

The standards issued, but not yet effective upto the date of issuance of the Company’s standalone financial statements is disclosed below. The Company shall adopt these as and when they becomes effective.

(a) Ind As 115 Revenue from Contracts with Customers

I n March 2018, the Ministry of Corporate Affairs has notified the Companies (Indian Accounting Standards) Amended Rules, 2018 (“amended rules”). As per the amended rules, Ind AS 115 “Revenue from contracts with customers” supersedes Ind AS 11, “Construction contracts” and Ind AS 18, “Revenue” and is applicable for all accounting periods commencing on or after April 1, 2018.

Ind AS 115 introduces a new framework of five step model for the analysis of revenue transactions. The model specifies that revenue should be recognised when (or as) an entity transfer control of goods or services to a customer at the amount to which the entity expects to be entitled. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The new revenue standard is applicable to the Company from April 1, 2018.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach).

The Company is evaluating the requirement of the amendment and the impact on the financial statements. The effect on adoption of Ind AS 115 is expected to be insignificant

(b) Appendix B to Ind As 21, Foreign currency transactions and advance consideration

On March 28, 2018, Ministry of Corporate Affairs (““MCA””) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company is evaluating the requirement of the amendment and the impact on the financial statements. The effect on adoption of Ind AS 21 is expected to be insignificant.

(c) Amendment to Ind As 40 Investment property - Transfers of Investment property

The amendments clarify that transfers to, or from, investment property can only be made if there is a change in use that is supported by evidence. A change in use occurs when the property meets, or ceases to meet, the definition of investment property. A change in intention alone is not sufficient to support a transfer. This standard will come into force from accounting period commencing on or after April 1, 2018. The Company shall apply the amendment on the required effective date. Management has assessed the effects of the amendment on classification of existing property at April 1, 2018 and concluded that no reclassifications are required.

(d) Amendments to Ind As 12 : Income taxes regarding recognition of deferred tax assets on unrealised losses.

The amendments clarify the accounting for deferred taxes where an asset is measured at fair value and that fair value is below the asset’s tax base. Management has assessed and concluded that there are no such applicable cases.

---

Mar 31, 2017

(b) Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Rs.5 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2017, the amount of per share dividend recognized as distributions to equity shareholders is Rs. Nil (Previous Year: Rs.4.50/- )

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company (as per the register of members of the Company are as under):

(d) Buyback of Equity Shares

The board of Directors had approved to buyback a maximum up to 11,50,000 equity shares of the company at a price not exceeding Rs.275 per equity share and the total consideration not exceeding Rs.1800 lacs.

During the year, the company has bought back 3,34,938 equity shares utilizing Rs.9,26.71 lacs (including transaction charges, brokerage, tax etc.) from securities premium account under the said buyback offer. As a result of the buyback, total equity shares of the company has reduced from 1,29,05,630 to 1,25,70,692. Further, the company has transferred Rs.16.75 lacs to capital redemption reserve from General reserve being the sum equal to the nominal value of shares so purchased.

(e) Proposed Dividend on Equity Shares

The board proposed dividend on equity shares after the balance sheet date.

Proposed dividend on equity shares for the year ended 31 March 2017: Rs.6.00 per share (31 March 2016: Rs.4.50 per share) also refer note 2.1.1.

DDT on proposed dividend

(a) Loan from Bank of India amounting to Rs.331.00 lacs (Previous Year: Rs.531.00 lacs) is for a period of five years repayable in quarterly installments of Rs.50 lacs and carrying interest rate of 12.25% to 12.90% p.a. and is secured by first exclusive charge by way of hypothecation of plant and machinery and further to be secured by registered mortgage of land and buildings of the factory located at roha.

(b) Loan from HDFc Bank Ltd. amounting to Rs.333.33 lacs (Previous Year: Rs.555.56 lacs) is for a period of five years repayable in quarterly installments of Rs.55.56 lacs and carrying rate of interest @11.60% to 11.90% p.a. and is secured by exclusive charge by way of hypothecation of entire movable assets at Lote Parashuram and further to be secured by registered mortgage of immovable assets at Lote Parashuram.

(c) Term loans under vehicle finance from a financial institution amounting to Rs.49.11 lacs (Previous Year: Rs.49.99 lacs) carrying interest rate ranging from 12% to 14% p.a. repayable in equated monthly installments and secured by hypothecation of the vehicles acquired by utilizing the said loans.

(d) Finance lease obligation amounting to Rs.6,34.56 lacs (Previous Year: Rs.7,80.68 lacs) from siemens Financial services Pvt. Ltd. for a period of three years and is secured by hypothecation of equipment''s taken on lease. It will be discharged by monthly lease rental payments on various dates and carry the interest @ 11.50% p.a. to 12.50% p.a.

(e) Loan from Housing Development Finance corporation Limited amounting to Rs.4,09.60 lacs (Previous Year: Rs. Nil) carrying interest rate @ 11.50 % p. a. repayable in sixty equated monthly installments and secured by first equitable mortgage on property along with stilt area and undivided portion of freehold land at New Delhi both present and future and by way of first charge on all the receivables including lease rent and sale proceeds of the herein mentioned property.

Cash credit and packing credit loan from banks are secured by hypothecation of all tangible movable assets both present and future including stock of raw materials, finished goods, goods in process, stores and trade receivables etc and is further secured by a second charge on the Property, Plant and Equipment at Roha and Lote Parashuram. The cash credit and packing credit loan is repayable on demand and carries interest rates @ 11.70% to 13.20% p.a.

Outstanding foreign currency buyers''s credit are unsecured and carry an interest rate of libor plus 0.23% to 0.80%

Short term unsecured loans from Banks are payable within period of 3 to 6 months and carries interest rate of 8.90% p.a to 9.50% p.a.

Margin money deposits given as security

Margin money deposits with a carrying amount of Rs.6.63 lacs (Previous Year: Rs.6.79 lacs) have been given against opening of Letter of Credit Account and Bank guarantee.

During the year, the company has sold 2,45,760 Equity shares of Excel crop care Limited to sumitomo chemical company, Limited, Japan at a price of Rs.12,59.36 per Equity share in accordance with share Purchase Agreement executed on 5th June 2016. The profit earned (net of related expenses) on the said transaction has been disclosed as an exceptional item.

1. DETAILS OF EMPLOYEE BENEFITS

(I) Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on retirement at 15 days of last drawn salary for each completed year of service. If an employee completes more than 25 years of service as of 31st March 2017 except staff and workers, then instead of 15 days, he / she will get gratuity on retirement at 22 days last drawn salary. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of the financial year. The scheme is funded with insurance Companies in the form of qualifying insurance policies.

The following tables summaries the components of net benefit expense recognized in the Statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans.

(a) The amounts recognized in the Statement of profit and loss are as follows: Defined Benefit Plan

Notes:

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

2. Amounts for the current and previous four years are as follows: [As15 Para 120(n)] [1]

2. Notes:

1. The company is organized into two business segments namely:

(a) chemicals - comprising of Industrial and specialty chemicals, Pesticides Intermediates, Polymer and Pharma intermediates.

(b) Environment - comprising of soil enricher, Bio-pesticides and other Bio products. The Environment and Biotech segment has been shown as discontinuing operations as an Business transfer Agreement has been executed by the company dated 31st March, 2017 for transferring the said segment to its wholly owned subsidiary company viz Excel Bio resources Limited as a going concern by way of slump sale.

2. segment revenue in the above segments includes sales, export incentives, processing charges and other income from operations.

3. segment revenue in the geographical segments considered for disclosure are as follows:

(a) revenue within India includes sales to customers located within India.

(b) revenue outside India includes sales to customers located outside India.

4. segment revenue, results, Assets and Liabilities includes the respective amounts identifiable to each of segments and amounts allocated on a reasonable basis.

Related Party Transactions

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year: (a) Sale/purchase of goods & services and other transactions

3. OPERATING LEASES

Office premises and godowns are obtained on operating leases for various tenors. except for the Office premises, none of the operating leases are renewable. In respect of Office premises, the operating lease are renewable for further period of five years, with an escalation clause of 5% over the existing lease rent. There are no restrictions imposed by lease agreements / arrangements.

*includes Rs.1,42.05 lacs, Rs.1,25.55 lacs and Rs.2,57.11 lacs (Previous Year: Rs.1,23.84 lacs, Rs.91.29 lacs and Rs.1,81.09 lacs) in respect of research and Development Units at roha, Lote and Mumbai respectively which is approved by the Department of scientific & Industrial research, Ministry of science & Technology.

capital expenditure incurred during the year on research and Development [including capital expenditure on qualifying assets of Rs.44.88 lacs, Rs.23.92 lacs and Rs.89.55 lacs (Previous Year: Rs.4.86 lacs, Rs.37.56 lacs and Rs.49.99 lacs in respect of research and Development Units at roha, Lote and Mumbai respectively which is approved by the Department of scientific & Industrial research, Ministry of science & Technology)].

4. DISCONTINUING OPERATION OF ENVIRONMENT AND BIO-TECH DIVISION

On 29 March 2017, the company announced the decision of its board of directors to discontinue the Environment and Bio-tech (E & BT) Division, which is also a separate segment as per As 17 segment reporting. The proposed discontinuation is consistent with the company''s long-term strategy to focus its activities in the areas of solid waste management and related services, and to divest unrelated activities. On 31st March 2017, the company signed a business transfer agreement to sell the Biotech Division to Excel Bio resources Limited for Rs.975.00 lacs.

At 31st March 2017, the carrying amount of assets of the Environment and Bio-tech (E&BT) Division was Rs.11,50.84 lacs (31st March 2016: Rs.10,28.73 lacs) and its liabilities were Rs.2,16.86 lacs (31st March 2016: Rs.2,09.04 lacs). The process of transferring the Environment and Bio-tech (E&BT) Division would be completed on fulfillment of conditions precedent as provided in the business transfer agreement.

The following statement shows the revenue and expenses of discontinuing operations:

5. FINANCE LEASE : COMPANY AS LESSEE

The company has finance leases for various items of plant & machinery. These leases involve significant upfront lease payment, having terms of renewal and bargain purchase option. However, there is no escalation clause. each renewal is at the option of lessee. Future minimum lease payments (MLP) under finance leases together with the present value of the net MLP are as follows:

6. DETAILS OF CORPORATE SOCIAL RESPONSIBILITY (CSR):

As a responsible corporate citizen, our csr strategy complements our business philosophy and objectives. During the year, the company had as its social responsibility, partnered with its group NGOs like shree VRTI, samarth Gram Vikas Trust etc and other reputed organizations for undertaking various social activities in the field of education, employment through vocational training activities, rural development, environment and nature conservation.

During the year the company has incurred an amount of Rs.75.84 lacs (Previous Year: Rs.69.83 lacs) towards the above mentioned activities.

A. Gross amount required to be spent by the Company during the Year: Rs.71.41 lacs (Previous Year: Rs.59.02 lacs)

B. Amount spend during the year:

7. DISCLOSURE REQUIRED UNDER SEC 186(4) OF THE COMPANIES ACT, 2013

Included in loans and advance are certain intercorporate loan the particulars of which are disclosed below as required by Sec. 186(4) of Companies Act, 2013 (Refer Notes 13, 29 & 35)

8. DETAILS OF SPECIFIED BANK NOTES (SBN) HELD AND TRANSACTED DURING THE PERIOD 8TH NOVEMBER, 2016 TO 30TH DECEMBER, 2016: DISCLOSURE AS STATED IN NOTIFICATION G.S.R. 308€ DATED 30TH MARCH 2017.

9. PREVIOUS YEAR FIGURES

Previous Year figures have been regrouped/reclassified, where necessary to conform to this year''s classification.

---

Mar 31, 2015

1. CORPORATE INFORMATION

Excel Industries Limited (the Company) is a public company domiciled in India.Its shares are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of Chemicals, Pharma intermediates and environmental products. Chemicals comprising of Industrial and specialty chemicals and Pesticides Intermediates. environmental products comprising of soil Enricher, Bio-Pesticides and other Bio-products. The Company caters to both domestic and international markets. The Company is also engaged in manufacturing activity on behalf of third parties.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which revaluation is carried out. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. during the year ended March 31, 2015, the amount of per share dividend recognised as distributions to equity shareholders is Rs. 7/- (including Interim dividend Rs. 3/-) (Previous year: Rs. 3.75/-)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company had issued and allotted 20,00,000 fully convertible warrants of face value of Rs. 69/- each on a preferential basis aggregating to Rs. 1,380 lacs to utkarsh Global Holdings Private Limited, a promoter group Company, pursuant to a special resolution passed in the Extraordinary General Meeting held on 15 March 2014. The said issue was pursuant to section 81 (1A) of the Companies Act, 1956 and sEBI (ICDR) Regulations, 2009.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of face value of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share. The Company has received Rs. 345 lacs being 25% of consideration of the warrants.

During the year, warrant rights has been exercised and accordingly 10 lacs fully convertible warrants had been converted to 10 lacs equity shares of Rs. 5 each after receiving balance money from utkarsh Global Holdings Private Limited. The balance warrants will, at the option of the holder, be converted into equity shares in one or more tranches, but not later than 18 months from the date of their allotment ie 27 March, 2014.

3. DETAILS OF EMPLOYEE BENEFITS (I) Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on retirement at 15 days of last drawn salary for each completed year of service. If an employee completes more than 25 years of service then instead of 15 days, he/she will get gratuity on retirement at 22 days last drawn salary. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of the financial year. The scheme is funded with insurance Companies in the form of qualifying insurance policies.

The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.

(II) Defined contribution Plans:

(i) Provident Fund is a defined contribution scheme established under a State Plan.

(ii) superannuation fund is a defined contribution scheme. The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

4. RELATED PARTY DISCLOSURES AS REQUIRED BY ACCOUNTING STANDARD (AS)-18 "RELATED PARTY DISCLOSURES".

(1) Related parties where control exists:

Subsidiaries

Kamaljyot Investments Limited Excel Bio Resources Limited

Joint Venture

Multichem Industries (a partnership firm)

(2) Related parties with whom transactions have taken place during the year:

enterprises owned or significantly influenced by key management personnel or their relatives or through companies/entities which are controlled/ significantly influenced by the KMP and their relatives

Agrocel Industries Limited

Anshul specialty Molecules Ltd

Divakar Techno specialities & Chemicals Ltd.

excel Crop Care Limited

Good Rasayan Limited (upto 30.09.2014)

Transpek Industry (europe) Limited

Transpek Industry Limited

utkarsh Global Holdings Pvt. Ltd.

Key Management Personnel

shri Ashwin C. shroff (Chairman and Managing director)

smt. usha A. shroff (executive Vice Chairperson)

shri Ravi Ashwin shroff (executive director w.e.f 3rd september, 2014)

shri s. R. Potdar (executive director upto 2nd september, 2014)

Relatives of KMP

shri Hrishit Ashwin shroff (son of shri Ashwin C. shroff and smt. usha A. shroff ) smt. Anshul A. bhatia (daughter of shri Ashwin C. shroff and smt. usha A. shroff) shri. Amrish s. bhatia (son in law of Ashwin C. shroff and smt. usha A. shroff ) smt. Amrita R. shroff (Wife of shri Ravi A. shroff)

Kr. Parthiv R. shroff (son of shri Ravi A. shroff)

Kr. shreyaan R. shroff (son of shri Ravi A. shroff)

5. OPERATING LEASES

Office premises and godowns are obtained on operating leases for various tenors. Except for the Office premises, none of the operating leases are renewable. In respect of office premises, the operating lease are renewable for further period of five years, with an escalation clause of 5% over the existing lease rent. There are no restrictions imposed by lease agreements/arrangements.

For the year ended For the year ended March 31, 2015 March 31, 2014 Rs. in Lacs Rs. in Lacs

Bills discounted 2,77.85 5,05.91

Disputed income-tax liability 7,10.50 21,01.91

Disputed excise duty liability 7,60.58 6,85.90

Disputed sales tax liability 16.52 16.52

Disputed custom duty liability 72.44 27.43

Disputed service tax liability — 48.02

Guarantees given by Company's bankers on behalf of the Company to third parties 1,31.60 21.79

Claims against the Company not acknowledged as debts 24.31 24.31

Liability in respect of claims made by workers and contract labourers Amount not Amount not ascertainable ascertainable

6. DETAILS OF CORPORATE SOCIAL RESPONSIBILITY (CSR):

As a responsible corporate citizen, our CSR strategy complements our business philosophy and objectives. During the year, the company had as its social responsibility, partnered with its group NGos like shree VRTI, samarth Gram Vikas Trust etc and other reputed organisations for undertaking various social activities in the field of education, employment through vocational training activities, agricultural development, environment and nature conservation.

During the year the company has incurred an amount of Rs. 38.91 lacs (Previous Year: Rs. 5.17 lacs) towards the above mentioned activities.

7. PREVIOUS YEAR FIGURES

Previous Year figures have been regrouped/reclassified, where necessary to conform to this year's classification.

---

Mar 31, 2014

CORPORATE INFORMATION

Excel Industries Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in manufacturing of Chemicals, Pharma intermediates and Environmental products. Chemicals comprising of Industrial and Specialty chemicals and Pesticides Intermediates. Environmental products comprising of Soil Enricher, Bio-Pesticides and other Bio-products. The Company is also engaged in manufacturing activity on behalf of third parties.

BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956, read with General circular 8/2014 dated 4 April 2014, issued by the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which revaluation is carried out. The accounting policies have been consistently applied by the Company are consistent with those used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.

1 (a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 5/- per share. Each holder of equity share carries one vote and is entitled to dividend that may be declared by the Board of Directors, which is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2014, the amount of per share dividend recognised as distributions to equity shareholders was Rs. 3.75/- (Previous year: Rs. 3/-)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Loan from Bank of India amounting to Rs. 5,23.61 lacs (Previous Year: Rs. Nil) is for a period of five years carrying interest rate of 12% p.a. and is secured by first exclusive charge by way of hypothecation of plant and machinery and further secured by equitable mortgage of land and buildings of the factory located at Roha.

(c) Loan from HDFC Bank Ltd. amounting to Rs. 10,00 lacs (Previous Year: Rs. Nil ) is for a period of five years carrying rate of interest @12.6% p.a. and is secured by exclusive charge by way of hypothecation of entire movable assets at Lote Parashuram and further secured by equitable mortgage of immovable assets at Lote Parashuram.

(d) Term loan under vehicle finance from a financial institution amounting to Rs. 21.86 lacs (Previous Year: Rs. 37.21 lacs) carrying interest rate ranging from 12% to 14 % p. a. repayable in equated monthly instalments and secured by hypothecation of the vehicles acquired by utilising the said loans.

(e) Finance lease obligation to Siemens Financial Services Pvt. Ltd amounting to Rs. 5,22.59 lacs (Previous Year: Rs. Nil) is for a period of three years and carry the interest @ 12.50% p. a.

(f) Deposits from shareholders and public are repayable after two and three years from the respective dates of deposits and carry the interest @ 9.5% p.a. and @ 10% p.a. respectively.

The Company has recognised deferred tax asset since the management believes that the reversal of the timing difference on account of depreciation would result in sufficient future taxable income against which the said deferred tax asset can be realised.

Cash credit, packing credit and working capital demand loan from banks are secured by hypothecation of all tangible movable assets both present and future including stock of raw materials, finished goods, goods in process, stores and trade receivable etc and is further secured by a second charge on the fixed assets at Roha and Lote Parashuram. The cash credit, packing credit and working capital demand loan is repayable on demand and carries interest rates @ 10.45% to 13.5% p.a.

Outstanding foreign currency buyer''s credit loan are unsecured and carry an interest rate ranging from libor plus 85 bps to 130 bps.

Short term unsecured loan from HDFC Bank Ltd is payable within a period of six months and carries interest rate of 11.25% p.a and unsecured loan from YES Bank Ltd is payable within a period of twelve months and carries interest rate of 12.75% p.a.

Inter Corporate Deposits are repayable within a period of 3 months and carries interest rates @ 12% to 12.5% p.a.

Margin money deposits given as security

Margin money deposits with a carrying amount of Rs. 81.67 lacs (Previous Year: Rs. 36.41 lacs) have been given against opening of Letter of Credit Account with the Bank and Bank guarantee

Note:- Excise duty on sales amounting to Rs. 40,53.22 lacs (Previous Year: Rs. 36,38.45 lacs) has been reduced from sales in statement of profit and loss and excise duty increase/ decrease in stock amounting to Rs. 6.62 lacs (Previous Year: Rs. 13.34 lacs) has been considered (income)/expenses in Note 22 of financial statements.

2. MONEY RECEIVED AGAINST CONVERTIBLE WARRANTS ISSUED

The Company has issued and allotted 20,00,000 fully convertible warrants of face value of Rs. 69/- each on a preferential basis aggregating to Rs. 13,80 lacs (Previous Year Rs. Nil) to Utkarsh Global Holdings Private Limited, a promoter group Company, pursuant to the special resolution passed in the Extraordinary General Meeting held on 15 March 2014. The said issue was pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (ICDR) Regulations, 2009.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of face value of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share. The Company has received Rs. 345 lacs being 25% of consideration of the warrants.

The warrants will, at the option of the holder be converted into equity shares in one or more tranches, but not later than 18 months from the date of their allotment i.e. 27 March, 2014.

3. DETAILS OF EMPLOYEE BENEFITS

(I) Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on retirement at 15 days of last drawn salary for each completed year of service. If an employee completes more than 25 years of service then instead of 15 days, he/she will get gratuity on retirement at 22 days last drawn salary. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of the financial year. The scheme is funded with insurance Companies in the form of qualifying insurance policies.

The following tables summaries the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in the expected rate of return on assets due to the improved stock market scenario

4. Notes:

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

2. Amounts for the current and previous four periods are as follows: [AS15 Para 120(n)] [1]

5. Notes:

1. The Company is organised into two business segments namely:

(a) Chemicals - Comprising of Industrial and Specialty Chemicals and Pesticides Intermediates.

(b) Environment - Comprising of Soil enricher, Bio - pesticides and other Bio products.

2. Segment revenue in the above segments includes sales, export incentives, processing charges and other income from operations.

3. Segment Revenue in the geographical segments considered for disclosure are as follows:

(a) Revenue within India includes sales to customers located within India.

(b) Revenue outside India includes sales to customers located outside India.

4. Segment Revenue, Results, Assets and Liabilities includes the respective amounts identifiable to each of segments and amounts allocated on a reasonable basis.

6. OPERATING LEASES

Office premises and godowns are obtained on operating leases for various tenors. Except for the Office premises, none of the operating leases are renewable. In respect of Office premises, the operating lease are renewable for further period of five years, with an escalation clause of 15% over the existing lease rent. There are no restrictions imposed by lease agreements/arrangements.

7. CONTINGENT LIABILITIES

For the year ended For the year ended March 31, 2014 March 31, 2013 Rs. in Lacs Rs. in Lacs

Bills discounted 5,05.91 8,11.93

Disputed Income-tax liability 21,01.91 17,11.50

Disputed Excise Duty liability 6,85.90 4,50.19

Disputed Sales Tax liability 16.52 19.96

Disputed Custom duty tax liability 27.43 21.78

Disputed Service Tax liability 48.02 32.22

Guarantees given by Company''s Bankers on behalf of the Company to third parties 21.79 82.14

Claims against the Company not acknowledged as debts 24.31 13.46

Liability in respect of claim made by workers and contract labourers Amount not Amount not ascertainable ascertainable

8. PREVIOUS YEAR FIGURES

Previous Year figures have been regrouped/reclassified, where necessary to conform to this year''s classification.

---

Mar 31, 2013

1. CORPORATE INFORMATION

Excel Industries Limited (the Company) is Rs. public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in manufacturing of Chemicals and Environmental products. Chemicals comprising of Industrial and Specialty chemicals and Pesticides Intermediates. Environmental products comprising of Soil Enricher, Bio - Pesticides and other Bio-products. The Company is also engaged in manufacturing activity on behalf of third parties. In the current year, the Company has also commenced production of pharma intermediates.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which revaluation is carried out. The accounting policies have been consistently applied by the Company are consistent with those used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.

3. RELATED PARTY DISCLOSURES

Names ol related parties and related party relationship

Subsidiaries

Kamaljyot Investments Limited Excel Bio Resources Limited

Associate

RomVijay Bioo Tech Private Limited (upto May 3,2012)

Jointly Controlled Entity

Wexsam Limited, Hong Kong

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

Agrocel Industries Limited

Anshul Specialty Molecules Limited

C. C. Shroft Research Institute

C. C. Shroff Self Help Centre

Dipkanti Investments & Financing Private Limited

Divakar Chemicals Limited

Excel Crop Care Limited

Good Rasayan Limited

Hyderabad Chemicals Limited

Hyderabad Chemicals Products Limited

Kutch Crop Services Limited

Pritami Investments Private Limited

Rashtriya Seva Trust

Shri Seetha Rama Seva Sadan

Shrodip Investments Private Limited

Shrujan

Transpek Industry Limited

Transpek-Silox Industry Limited

Transpek Industry (Europe) Limited

Utkarsh Chemicals Private Limited

Key Management Personnel

Shri Ashwin C. Shroff (Chairman and Managing Director)

Smt. Usha A. Shroff (Executive Vice Chairperson)

Shri Dipesh K. Shroff (Director)

Shri Atul G. Shroff (Director)

Shri Ravi Ashwin Shroff (Son of Shri Ashwin C, Shroff)

Shri S. R. Potdar (Executive Director)

Relatives of Key Management Personnel

Shri Kantisen C. Shroff (Father of Shri Dipesh K. Shroff) Smt. Shruti Atul Shroff (Wife of Shri Atul G. Shroff) Kum. Vishwa Atul Shroff (Daughter of Shri Atul G. Shroff) Smt. Chanda Kantisen Shroff (Mother of Shri Dipesh K. Shroff) Smt. Preeti Dipesh Shroff (Wife of Shri Dipesh K. Shroff) Shri Hrishit Ashwin Shroff (Son of Shri Ashwin C. Shroff) Smt. Chetna Praful Saraiya (Sister of Shri Atul G. Shroff) Smt. Hiral Tushar Dayai (Sister of Shri Atul G. Shroff) Smt. Anshul Amrish Bhatia (Daughter of Shri Ashwin C. Shroff) Smt. Ami Abhay Saraiya (Sister of Shri Dipesh K. Shroff)

4. PREVIOUS YEAR FIGURES

Previous Year figures have been regrouped/reclassified, where necessary to confirm to this year''s classification.

---

Mar 31, 2012

1. CORPORATE INFORMATION

Excel Industries Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in manufacturing of Chemicals and Environmental products. Chemicals comprising of Industrial and Specialty chemicals and Pesticides Intermediates. Environmental products comprising of Soil Enricher, Bio-Pesticides and other Bio-products. The Company is also engaged in manufacturing activity on behalf of third parties.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of assets for which revaluation is carried out. The accounting policies have been consistently applied by the Company are consistent with those used in the previous year.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.

3. Notes:

1. The Company is organised into two business segments namely:

(a) Chemicals - Comprising of Industrial and Specialty Chemicals and Pesticides Intermediates.

(b) Environment - Comprising of Soil enricher, Bio - pesticides and other Bio products.

2. Segment revenue in the above segments includes sales, export incentives, processing charges and other income from operations.

3. Segment Revenue in the geographical segments considered for disclosure are as follows:

(a) Revenue within India includes sales to customers located within India.

(b) Revenue outside India includes sales to customers located outside India.

4. Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of segments and amounts allocated on a reasonable basis.

5. RELATED PARTY DISCLOSURES

Names of related parties and related party relationship

Subsidiaries

Kamaljyot Investments Limited

Excel Bio Resources Limited (w.e.f. September 30, 2011)

Associate

RomVijay Bioo Tech Private Limited

Jointly Controlled Entity

Wexsam Limited, Hong Kong

Enterprises owned or significantly influenced by Key Management personnel or their relatives

Agrocel Industries Limited

Anshul Specialty Molecules Limited

C. C. Shroff Research Institute

C. C. Shroff Self Help Centre

Dipkanti Investments & Financing Private Limited

Excel Crop Care Limited

Excel Crop Care (Europe) NV

Good Rasayan Limited

Hyderabad Chemical Limited

Hyderabad Chemical Products Limited

Kutch Crop Services Limited

Mumukshu Finance & Services Private Limited

Rashtriya Seva Trust

Pritami Investments Private Limited

Samarth Gram Vikas Trust

Shrodip Investments Private Limited

Shroff Foundation Trust

Shrujan

Transpek Industry Limited

Transpek-Silox Industry Limited

Transpek Industry (Europe) Limited

TML Industries Limited

Utkarsh Chemicals Private Limited

key Management personnel

Shri Ashwin C. Shroff (Chairman and Managing Director)

Smt. Usha A. Shroff (Executive Vice Chairperson)

Shri Dipesh K. Shroff (Director)

Shri Atul G. Shroff (Director)

Shri Ravi Ashwin Shroff (Son of Shri Ashwin C. Shroff)

Shri S. R. Potdar (Executive Director)

Relatives of key Management personnel

Shri Kantisen C. Shroff (Father of Shri Dipesh K. Shroff)

(Late) Smt. Shanti Govindji Shroff (Mother of Shri Atul G. Shroff)

Smt. Shruti Atul Shroff (Wife of Shri Atul G. Shroff)

Kum. Vishwa Atul Shroff (Daughter of Shri Atul G. Shroff)

Smt. Chanda Kantisen Shroff (Mother of Shri Dipesh K. Shroff)

Smt. Preeti Dipesh Shroff (Wife of Shri Dipesh K. Shroff)

Shri Hrishit Ashwin Shroff (Son of Shri Ashwin C. Shroff)

Smt. Chetna Praful Saraiya (Sister of Shri Atul G. Shroff)

Shri Praful Manilal Saraiya (Brother-in-law of Shri Atul G. Shroff)

Smt. Hiral Tushar Dayal (Sister of Shri Atul G. Shroff)

Shri Tushar Charandas Dayal (Brother-in-law of Shri Atul G. Shroff)

Smt. Anshul Amrish Bhatia (Daughter of Shri Ashwin C. Shroff)

Shri Dilip G. Bhatia (Brother-in-law of Shri Ashwin C. Shroff)

5. OPERATING LEASES

Office premises and godowns are obtained on operating leases for various tenors. Except for the Office premises, none of the operating leases are renewable. In respect of Office premises, the operating lease are renewable for further period of two years, with a escalation clause of 15% over the existing lease rent. There are no restrictions imposed by lease agreements/ arrangements. All the aforestated leases are cancellable as per terms and condition mentioned in the agreement.

7. CONTINGENT LIABILITIES

For the year ended For the year ended March 31, 2012 March 31, 2011 Rs in Lacs Rs in Lacs

Bills discounted 1,07.80 __

Disputed Income-tax liability 6,50.50 9,09.74

Disputed Excise Duty liability 4,27.98 1,79.52

Disputed Sales Tax liability 34.09 34.09

Disputed Service Tax liability 19.46 2.49

Guarantees given by Company's Bankers on behalf of the Company to third parties 69.20 36.20

Claims against the Company not acknowledged as debts 13.46 13.46

Liability in respect of claim made by workers and contract labourers Amount not Amount not ascertainable ascertainable

8. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

The identification of Micro, Small and Medium enterprises is based on the management's knowledge of their status. The Company has not received any intimation from suppliers regarding their status under "The Micro, Small and Medium Enterprises Development Act, 2006".

*In giving the above information, the Company has taken the view that Components and Spare Parts as referred to in Clause 4-D(a) of Part II of Schedule VI cover only such items as go directly into production and those used as spares for repairs and maintenance of Plant and Machinery.

9. EXCEPTIONAL ITEM

The development work on the Company's plot of land at Jogeshwari has been completed. The Company has secured 41% of the constructed area in return for the transfer of 59% of its rights in the said plot of land for which the Company has executed a Deed of Conveyance on 6th May, 2011. Profit arising on the said transaction amounting to Rs 7,24.01 lacs has been accounted in current year as an exceptional item.

10. PREVIOUS YEAR FIGURES

Till the year ended March 31, 2011 the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

---

Mar 31, 2010

1 NATURE OF OPERATIONS:

Excel Industries Limited is engaged in manufacturing of Chemicals and Environmental products. Chemicals comprise of Industrial/Specialty chemicals and Pesticides Intermediates. Environmental products comprise of Soil Enricher, Bio - Pesticides and other Bio-products. The Company is also engaged in manufacturing activity on behalf of third parties.

As at 31st March, 2010 (Rs. in lacs)

2. Contingent Liabilities:

(a) Bills discounted 67.25

(b) Disputed income-tax liability 6,67.42

(c) Disputed excise duty liability 1,42.69

(d) Disputed sales-tax liability 5.14

(e) Disputed service tax liability 14.57

(f) Disputed Water Charges --

(g) Guarantees given by Companys Bankers on behalf of the Company to third parties 55.16

(h) (i) Claims against the Company not acknowledged as debts 27.46

(ii) Liability in respect of claim made by workers and contract labourers Amount not ascertainable

3. Based on the information available with the Company, there are no suppliers who are registered as micro or small enterprises under "The Micro, Small and Medium Enterprises Development Act, 2006", as at 31 March 2010.

4. The Company had entered into an agreement on 27 December 2005 to develop its plot of land at Jogeshwari. On satisfactory completion of the entire transaction, the Company will secure 41% of the constructed area in return for the transfer of balance 59% rights in the land. The profit arising on the said transaction will crystallise on the completion of the entire development and will be accounted for in the books accordingly.

5. Related Parly disclosures as required by Accounting Standard (AS) -18 "Related Party Disclosures", notified by Companies (Accounting Standards) Rules, 2006 (as amended) are given below: (a) Relationships:

1. Subsidiary Company:

Kamaljyot Investments Limited

2. Associate Company:

RomVijay Bioo Tech Private Limited

3. Joint Venture Company:

Wexsam Limited, Hong Kong

4. Enterprises over which Key Management Personnel and their relatives have significant influence:

Agrocel Industries Limited

Anshul Specialty Molecules Limited

C.C. Shroff Research Institute

C.C. Shroff Self Help Centre

Dipkanti Investments & Financing Private Limited

Excel Bio Resources Limited

Excel Crop Care Limited

Good Rasayan Limited

Hyderabad Chemical Supplies Limited

Hyderabad Chemical Products Limited

Mumukshu Finance & Services Private Limited

Parul Chemicals Limited

Pritami Investments Private Limited

Shrodip Investments Private Limited

TML Industries Limited (Formerly Transmetal Limited)

Transpek Industry Limited

Transpek-Silox Industry Limited

Transpek Industry (Europe) Limited

Utkarsh Chemicals Private Limited

6. Key Management Personnel and their Relatives:

(a) Key Management Personnel:

Shri G. Narayana Shri Ashwin C. Shroff Shri Dipesh K. Shroff Shri Atul G. Shroff Smt. Usha A. Shroff Shri S. R. Potdar Shri Ravi Ashwin Shroff

(b) Relatives:

Shri Kantisen C. Shroff Smt. Shruti Atul Shroff Kum. Vishwa Atul Shroff Smt. Chetna Praful Saraiya Shri Praful Manilal Saraiya Smt. Hiral Tushar Dayal Shri Tushar Charandas Dayal Smt. Chanda Kantisen Shroff Smt. Preeti Dipesh Shroff Smt. Anshul Amrish Bhatia Shri Hrishit Ashwin Shroff Shri Dilip G. Bhatia Shri Pradeep Ghattu

7. Excise duty on sales amounting to Rs 13,22.76 lacs (Previous Year: Rs 20,00.78 lacs) has been reduced from sales in Profit & Loss Account and excise duty on increase/decrease in stocks amounting to Rs 29.32 lacs (Previous Year: Rs 41.15 lacs) has been considered as expense in Schedule Q.

8. The Company has 33.33% interest in jointly controlled entity Wexsam Limited, Hong Kong.During the year, the Company has initiated discussion with other stakeholders for the closure of this Company. Since there were no activities in the said jointly controlled entity for the past two years, the financials are not available. Accordingly, the proportionate interest of the Company in the said jointly controlled entity has not been considered. Further, the Company has made provision for diminution in value of this investment amounting to Rs 27.26 lacs.

9. Previous years figures have been regrouped/rearranged where necessary to conform to this years classification.