Notes to Accounts of GMM Pfaudler Ltd.

Mar 31, 2025

n) Provisions, Contingent Liabilities and Contingent
Assets

A provision is recognised when the Company has
a present obligation as a result of past events
and it is probable that an outflow of resources will
be required to settle the obligation in respect of
which a reliable estimate can be made. Provisions
(excluding retirement benefits) are not discounted
to their present value and are determined based
on the best estimate required to settle the
obligation at the balance sheet date. These
are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non occurrence of
one or more uncertain future events beyond the
control of the Company or a present obligation
that is not recognized because it is not probable
that an outflow of resources will be required
to settle the obligation. A contingent liability
is not recognized but its existence is disclosed
in the financial statements. Contingent assets
are not recognised and disclosed only when an
inflow of economic benefits is probable in the
financial statements.

o) Taxation

Tax expense comprise of current and deferred
tax. Current income tax comprises taxes on
income from operations in India. Income tax
payable in India is determined in accordance with
the provisions of the Income Tax Act, 1961.

Deferred tax is recognised on temporary
differences between the carrying amounts of
assets and liabilities in the standalone financial
statements and the corresponding tax bases used
in the computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are
generally recognised for all deductible temporary
differences to the extent that it is probable that
taxable profits will be available against which
those deductible temporary differences can be
utilised. In addition, deferred tax liabilities are
not recognised if the temporary difference arises
from the initial recognition of goodwill.

The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured
using the tax rates and tax laws that have
been enacted or substantively enacted by the
balance sheet date.

Current and deferred tax are recognised in
statement of profit & loss, except when they
relate to items that are recognised in other
comprehensive income or directly in equity, in
which case, the current and deferred tax are also
recognised in other comprehensive income or
directly in equity respectively.

Advance taxes and provisions for current income
taxes are presented in the balance sheet after
off-setting advance taxes paid and income tax
provisions arising in the same tax jurisdiction
and the Company intends to settle the asset
and liability on a net basis. The Company offsets
deferred tax assets and deferred tax liabilities if
it has a legally enforceable right and these relate
to taxes on income levied by the same governing
taxation laws.

p) Earnings Per Share

Basic earnings per share are calculated by
dividing the net profit or loss for the period
attributable to equity shareholders (after
deducting preference dividends and attributable
taxes, if any) by the weighted average number
of equity shares outstanding during the period.
Partly paid equity shares are treated as fraction
of an equity share to the extent that they are
entitled to participate in dividends relative to
a fully paid equity share during the reporting
period. The weighted average number of equity
shares outstanding during the period is adjusted
for events such as bonus issue, bonus element
in right issue, share split and reverse share split
(consolidation of shares) that have changed the
number of equity shares outstanding, without a
corresponding change in resources.

For the purpose of calculating diluted earnings
per share, the net profit or loss for the period
attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects of
all dilutive potential equity shares.

q) Non-Current Assets held for Sale

The Company classifies non-current assets (or
disposal group) as held for sale if their carrying
amounts will be recovered principally through a
sale rather than through continuing use. Actions
required to complete the sale should indicate
that it is unlikely that significant changes to the
sale will be made or that the decision to sell will
be withdrawn. Management must be committed
to the sale expected within one year from the
date of classification. The criteria for held for
sale classification is regarded met only when
the assets is available for immediate sale in its
present condition, subject only to terms that are
usual and customary for sales of such assets, its
sale is highly probable; and it will genuinely be
sold, not abandoned.

The Company treats sale of the asset to be highly
probable when:

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

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

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

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

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

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

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

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

r) Operating Cycle

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 Schedule III to the Companies Act, 2013. Based
on the nature of product and the time between
acquisition of assets for processing and their
realization 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.

s) Cash Flow Statement

Cash flows are reported using the indirect
method, whereby profit / (loss) before tax is
adjusted for the effects of transactions of non¬
cash nature and any deferrals or accruals of past
or future cash receipts or payments. The cash
flows from operating, investing and financing

activities of the Company are segregated based
on the available information.

t) Use of Estimates:

The preparation of financial statements are in
conformity with the recognition and measurement
principles of Ind AS which requires management
to make critical judgments, estimates and
assumptions that affect the reporting of assets,
liabilities, income and expenditure.

Estimates and underlying assumptions are
reviewed on an ongoing basis and any revisions
to the estimates are recognised in the period
in which the estimates are revised, and future
periods are affected.

Key source of estimation of uncertainty at the
date of financial statements, which may cause
material adjustment to the carrying amount of
assets and liabilities within the next financial
year, is in respect of:

1. Useful lives of property, plant and equipment
(refer note no. 4b & 6,7 & 9)

2. Recognition of Revenue over a period of time
(refer note no. 4i & 27)

5. Recent Pronouncements

The Ministry of Corporate Affairs (MCA) notifies
new standards or amendments to the existing
standards under the Companies (Indian
Accounting Standards) Rules as issued from
time to time. For the year ended on March 31,
2025, the MCA has notified Ind AS 117 Insurance
Contracts and amendments to Ind AS 116 Leases,
relating to sale and leaseback transactions,
applicable to the Company effective from April
01, 2024. The Company has evaluated the new
pronouncements or amendments and there is no
material impact on its Financial Statements.

On May 7, 2025, MCA notifies the amendments
to Ind AS 21 - Effects of Changes in Foreign
Exchange Rates. These amendments aim to
provide clearer guidance on assessing currency
exchangeability and estimating exchange rates
when currencies are not readily exchangeable.
The amendments are effective for annual periods
beginning on or after April 1, 2025. The Company
is currently assessing the probable impact of
these amendments on its financial statements.

Compensated absences and earned leaves

The Company''s current policy permits eligible employees to accumulate compensated absences up to a
prescribed limit and receive cash in lieu thereof in accordance with the terms of the policy.

Defined Benefit Plans

The Company operates a defined benefit plan in form of gratuity plan covering eligible employees, which
provide a lump sum payment to vested employees at retirement, death, incapacitation or termination of
employment, of an amount based on the respective employees salary and the tenure of employment.

Other long term employee benefit plan

Through its gratuity plans the Company is exposed to a number of risks, the most significant of which are
detailed below:

These plans typically expose the Company to actuarial risks such as investment risk, interest rate risk,
longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a
discount rate which is determined by reference to market yields at the end of the reporting period on government
bonds. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities
and other debt instruments.

Note 36: Employee Benefits (Contd.)

Interest risk

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

Longevity risk

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

Salary risk

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

In respect of the Defined Benefit Obligation Plan and Compensated absences and earned leaves, the most
recent actuarial valuation of the present value of the defined benefit obligation was carried out as at March
31,2025. The present value of the defined benefit obligation, the related current service cost and past service
cost, were measured using the projected unit credit method.

Note 39: Financial Instruments (Contd.)

39.3.1 Market Risk management

Market risk refers to the possibility that changes in the market rates may have impact on the Company''s profits
or the value of its holding of financial instruments. The Company is exposed to market risks on account of
foreign exchange rates, interest rates and underlying investment prices.

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange
rates and investment prices.

(a) Foreign currency exchange rate risk:

The Company''s foreign currency risk arises from its foreign operations and foreign currency transactions.
The fluctuation in foreign currency exchange rates may have potential impact on the income statement
and equity, where any transaction references more than one currency or where assets/liabilities are
denominated in a currency other than the functional currency of the Company.

Since a major part of the Company''s revenue and its costs are in Indian Rupees , any movement in currency
rates would not have major impact on the Company''s performance. Consequently, the overall objective
of the foreign currency risk management is to minimize the short term currency impact on its revenue and
cash-flow in order to improve the predictability of the financial performance.

The carrying amount of Foreign Currency denominated monetary assets and monetary liabilities at the
end of the reporting period are as follows:

Note 39: Financial Instruments (Contd.)

(b) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rate. The Company''s policy is to maintain a balance of
fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined
by current market interest rates. The borrowings of the Company are principally denominated in Indian
Rupees and US dollars with mix of fixed and floating rates of interest. These exposures are reviewed by
appropriate levels of management at regular interval. The company have outstanding borrowings of
C220.74 Crore and C265.23 Crore at the end of March 31, 2025 and March 31, 2024 respectively.

As at March 31, 2025, NIL of the Company''s Borrowings are at fixed rate of interest (March 31, 2024 : NIL).

The impact of increase / (decrease) of 50 basis points in interest rates would result in (decrease) / increase
of C1.37 Crore and C1.59 Crore in the Company''s net profit before tax for the year ended March 31, 2025
and March 31, 2024 respectively.

(c) Commodity price risk

The Company is exposed to price volatality of certain commodities being raw materials for which the
Company has developed risk management framework aimed at prudently managing the risk arising from
volatility in commodity prices. The commodity risk is managed by entering into procurement contracts
for the commodities either in advance or on a back to back basis at or about the same price levels basis
which the sales orders are booked.

(d) Other price risk

The Company is not exposed to price risks arising from its investments.

39.3.2 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to
the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk
of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to
concentrations of credit risk materially consists of trade receivables.

All trade receivables are subject to credit risk exposure. The Company''s exposure to credit risk is influenced
mainly by the individual characteristics of each customer. The demographics of the customer, including the
default risk of the industry and country, in which the customer operates, also has an influence on credit risk
assessment. Credit risk is managed through established policies, controls relating to credit approvals and
procedures for continuously monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business. The Company does not have significant concentration of credit risk
related to trade receivables except the details given below for the customers contribute to more than 5% of
total outstanding accounts receivable as at any reporting period end.

At March 31, 2025, the Company has 6 customers (March 31, 2024: 5 customers) that owed the Company
amounting to C67.29 Crore (March 31, 2024: C79.51 Crore) aggregating to 36% (March 31, 2024: 33%) of the
total amount receivable.

Exposure to credit risk:

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to
credit risk is C348.99 Crore and C322.76 Crore as at March 31, 2025 and March 31, 2024 respectively, being the
total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets
and investments excluding investments in subsidiary companies, and these financial assets are of good credit
quality including those that are past due.

39.3.3 Liquidity risk management:

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established
an appropriate liquidity risk management framework for the management of the Company''s short, medium
and long-term funding and liquidity management requirements. The Company manages liquidity risk by
maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash
flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial
liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash
flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table
below include only principal cash flows in relation to non-derivative financial liabilities.

The remuneration of directors and key executives is determined by the remuneration committee having
regard to the performance of individuals and market trends.

Transactions / balances with related party having equal to / exceeding 10% of each nature of transactions
is considered as material and have been disclosed separately as above.

The Company has given guarantee to bankers for the loans taken by a subsidiary as mentioned in note 24.2.
Terms and conditions of transactions with Related Parties

Outstanding balances of related parties at the year end are unsecured and settlement occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables. During
the current year, the Company has not recorded any impairment of receivables relating to amounts owed
by related parties. This assessment is undertaken each financial year through examining the financial
position of the related party and the market in which the related party operates.

45.1 a) The Company did not have any Benami property, where any proceeding has been initiated or pending

against the Company for holding any Benami property.

b) The Company did not have any transactions with companies struck off.

c) The Company did not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.

d) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

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

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

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or

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

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

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

h) The Company has no such transactions which are not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

45.2 The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendments
Rules, 2021) which is effective from April 01, 2023, state that every Company registered in India which uses
accounting software for maintaining its books of account shall use only such accounting software which has a
feature of recording audit trail of each and every transaction, and further creating an edit log of each change
made in the books of account along with the date when such changes were made and ensuring that the audit
trail cannot be disabled.

The Company uses a SaaS ERP as a primary accounting software for maintaining books of account, which has
a feature of recording audit trail edit logs facility and that has been operative throughout the financial year
for the transactions recorded in the software impacting books of account at application level. The database
of the software is operated by third party software service provider hence audit trail at the database level
is not applicable. The audit trail has been preserved by the Company as per the statutory requirements for
record retention.

45.3 The Company evaluates events and transactions that occur subsequent to the balance sheet date but
prior to the approval of financial statements to determine the necessity for recognition and / or reporting of
subsequent events and transactions in the financial statements. As of May 21, 2025 there were no subsequent
events and transactions to be recognised or reported that are not already disclosed.

As per Ind AS 108 "Operating Segments" issued by the Institute of Chartered Accountants of India, if financial
statements contains standalone financial statements and consolidated financial statements, no separate
disclosure on segment information is required to be given in the standalone financial statements. Accordingly,
segment information has been given in the Consolidated Financial Statements of the Company.

Note 47: Proposed Dividend

The Board of Directors, in their meeting held on May 21, 2025 have recommended a final dividend of C1 per
share, subject to approval by shareholders of the Company.

Note 48: Approval of financial statements

The financial statements for the year ended March 31, 2025 were approved for issue by the Board of Directors
on May 21, 2025.

For and on behalf of the Board of Directors of GMM Pfaudler Limited

Prakash Apte Tarak Patel

Chairman Managing Director

DIN: 00196106 DIN: 00166183

Mumbai, May 21, 2025 Mumbai, May 21, 2025

Alexander Poempner Mittal Mehta

Chief Financial Officer Company Secretary

FCS 7848

Mumbai, May 21, 2025 Mumbai, May 21, 2025

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Mar 31, 2024

10.1: The Shareholders of GMM Pfaudler Limited ("the Company") in an extra ordinary general meeting held on September 01, 2022, granted approval for acquisition of balance 46% of the paid-up share capital of its existing overseas subsidiary, GMM International S.a.r.l from Pfaudler International S.a.r.l (part of the promoter group) and Millars Concrete Technologies Private Limited (part of the promoter group), for an aggregate consideration of C343.78 Crore (excluding acquisition cost). The acquisition was completed on September 29, 2022 after obtaining all the relevant approvals and settling the consideration as below. Consequent to this, GMM International S.a.r.l has become a wholly owned subsidiary of the Company.

a) The Company paid cash consideration of C149.47 Crore to Pfaudler International S.a.r.l, for the transfer of 1,09,51,360 ordinary shares of GMM International S.a.r.l to the Company,

b) The Company paid cash consideration of C 23.91 Crore to Millars Concrete Technologies Private Limited, for the transfer of 17,51,922 ordinary shares of GMM International S.a.r.l to the Company,

c) The Company issued and allotted 11,04,724 equity shares of the Company having face value of C 2 each, at a price of C1,542.43 per equity share on a preferential basis to Millars Concrete Technologies Private Limited for the transfer of 1,24,84,846 ordinary shares of GMM International S.a.r.l to the Company.

Further acquisition cost amounting to C4.01 Crore is capitalised to investments.

For category wise classification of investments - as per Ind AS 109, Refer Note 39.2

16.1: Trade Receivables are given as security for borrowings as disclosed under Note 20

16.2: Includes Trade Receivables from Related Parties, Refer Note 41

16.3: No trade or other receivables are due from Directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivables are due from firms or private companies in which any director is a partner, a director or a member.

16.4: Trade receivable are collectable between 30-60 days considering business and commercial arrangements with the customers.

16.5: The Company has entered into receivables purchase agreements with banks to unconditionally and irrevocably sell, transfer, assign and convey all the rights, titles and interest of the Company in the receivables as identified. Receivables sold as on March 31, 2024 are of C32.49 Crore and as on March 31, 2023 are Nil. The Company has derecognized these receivables as it has transferred its contractual rights to the banks with substantially all the risks and rewards of ownership and retains no control over these receivables as the banks have the right to further sell and transfer these receivables.

(b) Terms/rights attached to equity shares :

The Company has only one class of equity shares having a par value C2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

(d) Buyback of Shares, Bonus Shares and Shares issued for Consideration other than cash :

1. Pursuant to approval granted by the shareholders of the Company on June 26, 2022 through Postal ballot for issue of Bonus Shares. The Allotment Committee of Board of Directors at their meeting held on July 14, 2022 approved allotment of 2,92,35,000 Equity Shares having face value of C 2 each as fully paid-up Bonus Equity Shares, in the ratio of 2:1 i.e. 2 (Two) Equity Shares having face value of C 2 each for every 1 (One) equity share having face value of C 2 each held by the shareholders of the Company as on July 12, 2022 being the record date.

2. Pursuant to approval granted by the Board of Directors and after obtaining all the relevant approvals on September 01, 2022, the Company has allotted 11,04,724 fully paid-up equity shares of the Company having face value of C 2 each, at a price of C1,542.43 each on a preferential basis to Millars Concrete Technologies Private Limited on September 29, 2022 for consideration other than cash for the transfer of 1,24,84,846 ordinary shares of GMM International S.a.r.l to the Company.

3. The Company has not bought back any shares in the past five years.

(e) Shares reserved for issue under options and contracts :

Refer Note 37 for details of shares to be issued under employee stock option Scheme (ESOP 2021)

Nature and Purpose of Reserves:

Capital Reserve:

Capital Reserve represents excess/short of net assets acquired in business combination. It is not available for the distribution to shareholders as dividend.

Cash Subsidy Reserve:

Cash Subsidy Reserve represents subsidies received from state government. It is not available for distribution as dividend to shareholders.

Securities Premium:

Securities Premium represents Security Premium received at the time of issuance of Equity Shares. Such amount is available for utilisation in accordance with the provisions of the Companies Act, 2013.

General reserve:

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. Items included under General Reserve shall not be reclassified back into the Statement of Profit & Loss.

Share options outstanding reserve:

This reserve relates to share options granted by the Company to its employee stock option scheme. Further information about share-based payments to employees is set out in Note 37.

20.2: All the above mentioned loans have been secured and a charge has been filed with the Ministry of Corporate Affairs in favor of Axis Trustee Services Limited, on behalf of all the lenders. The details of security is as under:

a) The term loan lenders shall have a first ranking pari passu charge over the immovable properties, moveable fixed assets and a second ranking pari passu charge over the current assets.

b) The working capital lenders shall have a first ranking pari passu charge over the current assets and a second ranking pari passu charge over the immovable properties and moveable properties.

20.3: Secured by charge over immovable property and movable property located at Hyderabad.

20.4: Secured by charge over movable and immovable property located at Vatva (Ahmedabad) Gujarat.

20.5: Instalments falling due within a year in respect of all the above Loans aggregating INR 70.43 Crore (Previous Year 2022-23: INR 60.19 Crore) have been grouped under "Current Maturities of Long term borrowings".

20.6: With regards to the working capital loans, the Company has been duly submitting with all banks from whom such facilities are taken, the quarterly statements comprising details of said current assets viz. raw material, stores and spares, finished goods, book debts and reduced by relevant trade payables. The said quarterly statements are in agreement with the unaudited books of account of the Company of the respective quarters and there are no material discrepancies.

21.2: The Company leases mainly Land, Buildings Office premises & Warehouses. As per Ind AS 116, contracts and related assets that fulfill the definition of a lease are recognized and shown separately as respective Right of Use assets. Such assets are valued by the present value of the discounted lease payments less accumulated amortizations over the lease period. The Buildings, office premises & warehouses leases typically run for a period of 3 to 5 years. Land leases are entered into for a longer periods.

21.3: Amortisation on above leases are accounted for in Depreciation and amortisation expense in the Statement of Profit and Loss (Refer Note 7).

21.4: Interest expenses for lease liabilities are reported in the Finance cost in the Statement of Profit and Loss (Refer Note 32).

23.1: Includes Trade Payables from Related Parties, Refer Note 41.

23.2:The Company has entered into a Supply Chain Financing arrangement underwhich its suppliers can elect to receive a early payment of their invoice from the bank and the bank receives the settlement from the Company at a later date. The principal purpose of this arrangement is to facilitate efficient payment processing and enable the Company''s suppliers to receive a payment before their due date.

These balances are classified as Acceptances under Trade Payables as the terms are similar to those agreed with the suppliers. The related payments are shown as Cash Flow from operating activities as they continue to be part of the normal operating cycle of the Company.

Note:

24.1: The amount of Unclaimed Dividend reflects the position as at March 31, 2024. During the year, the Company has transferred an amount of C 0.04 Crore (Previous year C 0.04 Crore) to the Investors'' Education and Protection Fund in accordance with the provisions of section 125 of the Companies Act, 2013.

26.1: Provision for employee benefits includes amount payable to employees on account of Gratuity and compensated absences. Movement of Provision for employee benefits is disclosed under Note 36.

26.2: As per the contractual terms with customers, the Company provides warranty to the customers for 18 months from date of sales or 12 months from date of installation which ever is earlier. The provision is made for such returns/ rejections on the basis of historical warranty trends as per the policy of the Company.

Note 34: Contingent Liabilities & Commitments Particulars	As at March 31, 2024	(D in Crores) As at March 31, 2023
A) Contingent Liabilities not provided for:
1. Claim against the Company not acknowledged as debts
i) Demands relating to Indirect Taxes: Various show cause notices received from authorities in respect of a) Payment of service tax under reverse charge mechanism during FY 2011-12 to FY 2017-18. b) Sales tax matters for FY 2006-07 to FY 2008-09. c) E way bill matters for FY 2023-24 Company has filed appeal in respect of above matters. Against the above, the Company has paid C0.55 Crore. The expected outflow will be determined at the time of final outcome.	0.90	0.70

Note 34: Contingent Liabilities & Commitments (Contd.) Particulars	As at March 31, 2024	(D in Crores) As at March 31, 2023
ii) Demand on account of Income Tax matters where Income Tax Department has perferred appeals : a) Disallowance of warranty provision for AY 2007-08 and 2008-09 b) Upward adjustment in Arms Length Price for AY 2010-11, 2011-12 and 2012-13. The above were decided in favour of the Company by Commissioner Income Tax (Appeals) (CIT(A)) which was preferred by Income tax department to IncomeTax Appellete Tribunal (ITAT). ITAT had set aside the issue to the Assessing Officer/CIT(A) for fresh adjudication.	5.03	5.03
iii) Demand on account of Income Tax matters where the Company has preferred appeals. Company has preferred appeal before CIT(A) in respect of: a) Disallowance of education expenditure under Section 143 (3) for AY 2013-14 b) Disallowance of commission paid to non-resident due to non deduction of Tax deducted at source for AY 2017-18 c) Penalty proceedings under section 271I for failure to furnish information or furnishing inaccurate information under section 195 for AY 2018-19. Note: In respect of above matters, Management has assessed that no liability is likely to devolve on the Company and hence no provision has made in the books of accounts.	0.17	0.16
B) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)	2.18	2.78

Note 36: Employee Benefits

As per Ind AS 19 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below: Defined Contribution Plans

The Company operates defined contribution retirement benefit plans for all qualifying employees in the form of provident fund, superannuation fund, family pension fund and Employee State''s Insurance.

Compensated absences and earned leaves

The Company''s current policy permits eligible employees to accumulate compensated absences up to a prescribed limit and receive cash in lieu thereof in accordance with the terms of the policy.

Defined Benefit Plans

The Company operates a defined benefit plan in form of gratuity plan covering eligible employees, which provide a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

Other long term employee benefit plan

Through its gratuity plans the Company is exposed to a number of risks, the most significant of which are detailed below:

These plans typically expose the Company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk

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

Longevity risk

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

Salary risk

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

In respect of the Defined Benefit Obligation Plan and Compensated absences and earned leaves, the most recent

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

N Asset-liability matching strategies :

In respect of gratuity and Leave encashment plan, the Company contributes to the insurance fund based on estimated liability of the next financial year end. The projected liability statement is obtained from the actuarial valuer.

Note 37: Share based payments

Equity settled share option plan

The Company has instituted Employee Stock Option Scheme (ESOP 2021) to designated employees of the Company and its Subsidiaries. In accordance with the terms of the plan, as approved by shareholders through Postal Ballot on December 02, 2021, designated employees with the Company may be granted options to purchase equity shares.

Each employee share option converts into one equity share of the Company on exercise. Payment of the Exercise Price shall be made by a crossed cheque, or a demand draft drawn in favor of the Company or in such other manner as the Committee may decide from time to time. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time during the set exercise period. The Options not exercised within the Exercise Period shall lapse and the Employee shall have no right over such lapsed or cancelled Options. Options stands cancelled if the employee leaves the Company before the options vest.

Appraisal process for determining the eligibility of the Employees will be based on designation, criticality, high potential, performance linked parameters such as work performance and such other criteria as may be determined by the Committee at its sole discretion, from time to time.

Expected volatility was determined by calculating the historical volatility of the Company''s share price on NSE based on the price data for last 12 months up to the date of grant. The expected life used in the model has been adjusted, based on management''s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The Company has recognised expenses of C 0.87 Crore and C0.99 Crore related to equity-settled share-based payment transactions in 2023-24 and 2022-23 respectively on a net basis after considering recharge of C 1.54 Crore and C 1.83 Crore respectively from subsidiary companies for the grant of shares to the employees of subsidiary companies.

Note 39: Financial Instruments

39.1 Capital Management :

For the purposes of the Company''s capital management, capital includes issued capital and all other equity. The primary objective of the Company''s capital management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance). The Company is not subject to any externally imposed capital requirement.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

39.3 Financial risk management objectives

The Company''s corporate treasury function provides services to the business, coordinates access to domestic and international financial market, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

39.3.1 Market Risk management

Market risk refers to the possibility that changes in the market rates may have impact on the Company''s profits or the value of its holding of financial instruments. The Company is exposed to market risks on account of foreign exchange rates, interest rates and underlying investment prices.

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and investment prices.

(a) Foreign currency exchange rate risk:

The Company''s foreign currency risk arises from its foreign operations, investments in foreign subsidiaries, foreign currency transactions. The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/ liabilities are denominated in a currency other than the functional currency of the Company.

Since a major part of the Company''s revenue and its costs are in Indian Rupees , any movement in currency rates would not have major impact on the Company''s performance. Consequently, the overall objective of the foreign currency risk management is to minimize the short term currency impact on its revenue and cash-flow in order to improve the predictability of the financial performance.

With respect to the Company''s financial instruments (as given above), a 5% increase / decrease in relation to foreign currency rate on the underlying would have resulted in increase / decrease of C 1.61 Crore and C 0.04 Crore in the Company''s profit before tax for the year ended March 31, 2024 and March 31, 2023 respectively.

(b) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company''s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Company are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. These exposures are reviewed by appropriate levels of management at regular interval. The company have outstanding borrowings of C265.23 Crore and C331.14 Crore at the end of March 31, 2024 and March 31, 2023 respectively.

As at March 31, 2024, NIL of the Company''s Borrowings are at fixed rate of interest (March 31, 2023 : NIL).

The impact of increase/decrease of 50 basis points in interest rates would result in decrease / increase of C1.59 Crore (C1.29 Crore) in the Company''s net profit before tax for the year ended March 31, 2024 and March 31, 2023 respectively.

(c) Other price risk

The Company is exposed to price risks arising from its investments which are held for strategic as well as trading purposes.

The sensitivity analysis have been determined based on the exposure to price risks for Investments in equity shares of other companies and mutual funds at the end of the reporting period.

If prices had been 5% higher/lower:

Profit before tax for the year ended March 31, 2024 would increase/decrease by C Nil (for the year ended March 31, 2023 by C 0.00 # Crore) as a result of the change in fair value of investments.

# Amount less then C 50,000

39.3.2 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk materially consists of trade receivables.

All trade receivables are subject to credit risk exposure. The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of

the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company does not have significant concentration of credit risk related to trade receivables except the details given below for the customers contribute to more than 5% of total outstanding accounts receivable as at any reporting period end.

At March 31, 2024, the Company has 5 customers (March 31, 2023: 4 customers) that owed the Company amounting to C 79.51 Crore (March 31, 2023: C 113.88 Crore) aggregating to 33% (March 31, 2023: 43%) of the total amount receivable.

Exposure to credit risk:

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is C 322.76 Crore and C349.95 Crore as at March 31, 2024 and March 31, 2023 respectively, being the total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets and investments excluding investments in subsidiary companies, and these financial assets are of good credit quality including those that are past due.

39.3.3 Liquidity risk management:

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table below include only principal cash flows in relation to non-derivative financial liabilities.

The following table details the Company''s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company''s liquidity risk management as the liquidity is managed on a net asset and liability basis.

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

Terms and conditions of transactions with Related Parties

Outstanding balances of related parties at the year end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. During the current year, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

Note 45: Other Statutory Information

1 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

a) Crypto currency or virtual currency

b) Undisclosed income

c) Struck off Companies

d) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

e) Relating to borrowed funds:

(i) Wilful defaulter

(ii) Utilization of borrowed funds

(iii) Discrepancy in utilization of borrowings

(iv) 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.

(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities

(Funding Party) with the understandin (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other person 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.

2 The Ministry of Corporate Affairs(MCA) has issued a notification(Companies(Accounts) Amendments Rules,2021) which is effective from April 01,2023, state that every Company registered in India which uses accounting software for maintaining its books of account shall use only such accounting software which has a feature of recording audit trail of each and every transaction, and further creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses a SaaS ERP as a primary accounting software for maintaining books of account, which has a feature of recording audit trail edit logs facility and that has been operative throughout the financial year for the transactions recorded in the software impacting books of account at application level. The database of the software is operated by third party software service provider hence audit trail at the database level is not applicable.

Note 46: Segment Information

The Company publishes Standalone financial statements along with the Consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the audited Consolidated financial statements for year ended March 31, 2024.

Note 47: Proposed Dividend

The Board of Directors, in their meeting held on May 22, 2024 have recommended a final dividend of C 1 per share, subject to approval by shareholders of the Company.

Note 48: Approval of financial statements

The financial statements for the year ended March 31, 2024 were approved for issue by the Board of Directors on May 22, 2024.

---

Mar 31, 2023

Buyback of Shares, Bonus Shares and Shares issued for Consideration other than cash

1. Pursuant to approval granted by the shareholders of the Company on June 26, 2022 through Postal ballot for issue of Bonus Shares, The Allotment Committee of Board of Directors at their meeting held on July 14, 2022 approved allotment of 2,92,35,000 Equity Shares having face value of D 2/- each as fully paid-up Bonus Equity Shares, in the ratio of 2:1 i.e. 2 (Two) Equity Shares having face value of D 2/- each for every 1 (One) equity share having face value of D 2/- each held by the shareholders of the Company as on July 12, 2022 being the record date.

2. Pursuant to approval granted by the Board of Directors and after obtaining all the relevant approvals on September 01, 2022, The Company has allotted 11,04,724 fully paid-up equity shares of the Company having face value of '' 2 each, at a price of '' 1,542.43 each on a preferential basis to Millars Concrete Technologies Private Limited on September 29, 2022 for consideration other than cash for the transfer of 1,24,84,846 ordinary shares of GMM International S.a.r.l to the Company.

3. The Company has not bought back any shares in the past five years. e Shares reserved for issue under options and contracts:

Refer Note 37 for details of shares to be issued under employee stock option Scheme (ESOP 2021)

Nature and Purpose of Reserves:

Capital Reserve:

Capital Reserve represents excess/short of net assets acquired in business combination. It is not available for the distribution to shareholders as dividend.

Cash Subsidy Reserve:

Cash Subsidy Reserve represents subsidies received from state government. It is not available for distribution as dividend to shareholders.

Securities Premium:

Securities Premium represents Security Premium received at the time of issuance of Equity Shares. Such amount is available for utilisation in accordance with the provisions of the Companies Act, 2013.

General reserve:

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. Items included under General Reserve shall not be reclassified back into the Statement of Profit & Loss.

Share options outstanding reserve:

This reserve relates to share options granted by the Company to its employee stock option scheme. Further information about share-based payments to employees is set out in Note 37.

1 A Rupee Term Loan amounting to D 24.35 Crore (Previous Year 2021-22: D 35.18 Crore) is secured by charge over immovable property and movable property located at Hyderabad. The loan carries interest rate at 9.25 % (Previous Year 2021-22: 6.75%) per annum. The Loan is repayable in 17 quarterly instalments.

2 A Rupee Term Loan amounting to D 39.47 Crore (Previous Year 2021-22: D 51.40 Crore) is secured by charge over movable and immovable property located at Vatva (Ahmedabad) Gujarat. The loan carries interest rate at 9.30% (Previous Year 2021-22: 6.55%) per annum. The Loan is repayable in 14 quarterly instalments. The charge on above securities with respect to mortgage is in process of registration with MCA.

3 A Rupee Term Loan amounting to D 37.99 Crore (Previous Year 2021-22: NIL) is secured by Primary - Pari passu first charge on entire current assets of the Company, present and future and Collateral - Pari passu first charge on the entire fixed assets of Company''s Karamsad factory. The charge on immovable property is in process of registration with MCA. The loan carries interest rate at 8.20% per annum. The Loan is repayable in 20 quarterly instalments.

4 A Rupee Term Loan amounting to '' 75.00 Crore (Previous Year 2021-22: NIL) is secured by Hypothecation of inventories, book debts and all other current assets under first pari passu charge i.e. entire current assets (Current asset shall be hypothecated for all 3 units : Vatva, Karamsad, Hyderabad), Movable Fixed Assets - First Pari Passu charge on the entire movable Fixed Assets of Company''s Karamsad factory and Hyderabad factory. The charge on immovable property is in process of registration with MCA. The loan carries interest rate at 8.73% per annum. The Loan is repayable in 48 monthly instalments.

5 A Rupee Term Loan amounting to D 60.00 Crore (Previous Year 2021-22: NIL) is secured by First pari passu charge on current and movable Fixed assets of Company''s Karamsad factory and First Pari Passu charge on movable Fixed Assets located at Vatva (Ahmedabad) Gujarat. This loan is also secured by charge over immovable property located at Karamsad and Vatva. The charge on immovable property is in process of registration with MCA. The loan carries interest rate at 8.37% per annum. The Loan is repayable in 17 monthly instalments.

6 External Commercial Borrowing (ECB) amounting to D 39.78 Crore (Previous Year 2021-22: D 41.29 Crore) is secured by pari passu charge on the Company''s Karamsad factory, 1^st charge by way of hypothecation on the Company''s inventories (stores & spares not relating to the Plant and Machinery), Bills Receivable, Book Debts and all other movables including machineries, equipment''s, spares etc. The loan carries interest rate of 3/6 month Libor plus 245 basis point. Repayments have started from July 2021 and will continue until January 2025. The charge on above securities is in process of registration with MCA.

7 Instalments falling due within a year in respect of all the above Loans aggregating D 60.19 Crore (Previous Year 2021-22: D 27.25 Crore) have been grouped under "Current Maturities of Long term borrowings".

8 Working Capital Loans amounting to D 54.55 Crore (Previous Year 2021-22: NIL) repayable within one year bearing Interest rate ranging from 7.86% to 8.67%.

9 The Company has been sanctioned working capital from banks. Out of total D 54.55 crore working capital loans, D 29.55 crore are secured by current assets of the Company and fixed assets (movable and immovable) at Company''s plants at Karamsad and Hyderabad. The charge on immovable property is in process of registration with MCA. The Company in this regard has been duly submitting with all such banks from whom such facilities are taken, the quarterly statements comprising details of said current assets viz. raw material, stores and spares, finished goods, book debts and reduced by relevant trade payables. The said quarterly statements are in agreement with the unaudited books of account of the Company of the respective quarters and there are no material discrepancies.

10 The Company is in the process of creating a new security offering structure for all lenders whereby the Company has appointed a Security Trustee who will create charge in favour of all lenders along with the related documentation and other compliance activities, post which all borrowings of the Company will be secured. As per the said security offering structure of the Company, all term loan lenders will have a first pari passu charge on the fixed assets (movable & immovable) of the Company and second pari passu charge on the current assets of the Company whereas all secured working capital lenders will have a first pari passu charge on the current assets of the Company and second pari passu charge on the fixed assets (movable and immovable) of the Company.

Note : 34 Contingent Liabilities and Commitments		(Rs. in Crore)
Particulars	As at 31.03.2023	As at 31.03.2022
A) Contingent Liabilities not provided for:
i) Disputed demands relating to Indirect Taxes. - Company has preferred appeal against orders for payment under reverse charge mechanism in respect to Service Tax matter. - Company has filed appeal against assessment order in respect of Sales Tax matter. Management has assessed that no liability is likely to devolve on the Company and hence no provision has made in the books of account.	0.70	0.70
ii) Matter decided in favour of the Company where the income tax department has preferred appeals. - Commissioner Income Tax (CIT) (Appeal) has passed order and deleted the additions made by The Assessing Officer. Department has filed appeal before Income Tax Appellate Tribunal (ITAT) Ahmedabad for which ITAT has set aside the issue before the Assessing Officer for fresh adjudication with respect to disallowance of warranty provision for AY 2007-08 and 2008-09. - The Company has received order from ITAT Ahmedabad for which ITAT has set aside the issue to CIT (Appeal) in respect of upward adjustment in Arms Length Price for AY 2010-11, 2011-12 and 2012-13. Management has assessed that no liability is likely to devolve on the Company and hence no provision has made in the books of account.	5.03	5.27
iii) Disputed demands relating to tax against which the Company has preferred appeals. - Company has preferred appeal before CIT (Appeal) against the disallowance of education expenditure under Section 143 (3) for AY 2013-14. - Company has preferred appeal before CIT (Appeal) with respect to disallowance of commission paid to non-resident due to non deduction of Tax deducted at source for AY 2017-18. Management has assessed that no liability is likely to devolve on the Company and hence no provision has made in the books of account.	0.16	0.24
Note: Against the above, the Company has paid '' 0.35 Crore. The expected outflow will be determined at the time of final outcome in respect of concerned matter.
Guarantees
The Company has issued various guarantees for performance, deposits, advances etc. The management basis past history and events has considered the probability for outflow of the same to be remote and accordingly no amount has been disclosed here in contingent liability.
B) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance)	2.78	19.35

Compensated absences and earned leaves

The Company''s current policy permits eligible employees to accumulate compensated absences up to a prescribed limit and receive cash in lieu thereof in accordance with the terms of the policy.

Defined Benefit Plans

The Company operates a defined benefit plan in form of gratuity plan covering eligible employees, which provide a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

These plans typically expose the Company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk

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

Longevity risk

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

Salary risk

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

In respect of the Defined Benefit Obligation Plan and Compensated absences and earned leaves, the most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at March 31, 2023. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

Equity settled share option plan

The Company has instituted Employee Stock Option Scheme (ESOP 2021) to designated employees of the Company and its subsidiaries. In accordance with the terms of the plan, as approved by shareholders through Postal Ballot on 2^nd December 2021, designated employees with the Company may be granted options to purchase equity shares.

Each employee share option converts into one equity share of the Company on exercise. Payment of the Exercise Price shall be made by a crossed cheque, or a demand draft drawn in favour of the Company or in such other manner as the Committee may decide from time to time. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time during the set exercise period. The Options not exercised within the Exercise Period shall lapse and the Employee shall have no right over such lapsed or cancelled Options. Options stands cancelled if the employee leaves the Company before the options vest.

Appraisal process for determining the eligibility of the Employees will be based on designation, criticality, high potential, performance linked parameters such as work performance and such other criteria as may be determined by the Committee at its sole discretion, from time to time.

The Company has recognised expenses of D 0.99 Crore and D 0.17 Crore related to equity-settled share-based payment transactions in 2022-23 and 2021-22 respectively on a net basis after considering recharge of D 1.83 Crore and D 0.32 Crore respectively from subsidiary companies for the grant of shares to the employees of subsidiary companies.

*Adjusted for Issue of Bonus shares. Refer Note 18d(1).

Note : 39.3 Financial risk management objectives

The entity''s corporate treasury function provides services to the business, coordinates access to domestic and international financial market, monitors and manages the financial risks relating to the operations of the entity through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

39.3.1 Market Risk management

Market risk refers to the possibility that changes in the market rates may have impact on the Company''s profits or the value of its holding of financial instruments. The Company is exposed to market risks on account of foreign exchange rates, interest rates and underlying investment prices.

The entity''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and investment prices.

(a) Foreign currency exchange rate risk:

The Company''s foreign currency risk arises from its foreign operations, investments in foreign subsidiaries, foreign currency transactions. The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company.

Since a major part of the Company''s revenue and its costs are in Indian Rupees , any movement in currency rates would not have major impact on the Company''s performance. Consequently, the overall objective of the foreign currency risk management is to minimize the short term currency impact on its revenue and cash-flow in order to improve the predictability of the financial performance.

The impact of increase/decrease of 50 basis points in interest rates would result in increase/decrease of D 1.29 Crore (D 0.64 Crore) in the Company''s net profit before tax for the year ended March 31, 2023 and March 31, 2022 respectively.

(c ) Other price risk

The Entity is exposed to price risks arising from its investments which are held for strategic as well as trading purposes.

The sensitivity analysis have been determined based on the exposure to price risks for Investments in equity shares of other companies and mutual funds at the end of the reporting period.

If prices had been 5% higher/lower:

Profit before tax for the year ended March 31, 2023 would increase/decrease by D 0.00# Crore (for the year ended March 31, 2022 by D 0.01 Crore) as a result of the change in fair value of investments.

# Amount less then D 50,000 .

39.3.2 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk materially consists of trade receivables.

All trade receivables are subject to credit risk exposure. The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company does not have significant concentration of credit risk related to trade receivables except the details given below for the customers contribute to more than 5% of total outstanding accounts receivable as at any reporting period end.

¹⁰¹ ra __

With respect to the Company''s financial instruments (as given above), a 5% increase / decrease in relation to foreign currency rate on the underlying would have resulted in increase / decrease of D 0.04 Crore and D 0.85 Crore in the Company''s profit before tax for the year ended March 31, 2023 and March 31, 2022 respectively.

(b) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company''s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Company are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. These exposures are reviewed by appropriate levels of management at regular interval.

The Company has outstanding borrowings of D 331.14 Crore and D 127.87 Crore at the end of March 31, 2023 and March 31, 2022 respectively. As at March 31, 2023, none of the Company''s Borrowings are at fixed rate of interest (March 31, 2022 : 27.51%).

Exposure to credit risk:

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is D 349.95 Crore and ''193.43 Crore as at March 31, 2023 and March 31, 2022 respectively, being the total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets and investments excluding investments in subsidiary companies, and these financial assets are of good credit quality including those that are past due.

39.3.3 Liquidity risk management:

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

Note 45 The Company publishes Standalone financial statements along with the Consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the audited consolidated financial statements for year ended March 31, 2023.

Note 46 Proposed Dividend:

The Board of Directors, in their meeting held on May 25, 2023 have recommended a final dividend of '' 1 per share, subject to approval by shareholders of the Company.

Note 47 The financial statements for the year ended March 31, 2023 were approved for issue by the Board of Directors on May 25, 2023.

Note 48 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

a) Crypto currency or virtual currency

b) Undisclosed income

c) Struck off Companies

d) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

e) Relating to borrowed funds:

(i) Wilful defaulter

(ii) Utilization of borrowed funds

(iii) Discrepancy in utilization of borrowings

(iv) 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.

(v) 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 to or on behalf of the Ultimate beneficiaries.

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Mar 31, 2022

Nature and Purpose of Reserves:

Capital Reserve:

Capital Reserve represents excess/short of net assets acquired in business combination. It is not available for the distribution to shareholders as dividend.

Cash Subsidy Reserve:

Cash Subsidy Reserve represents subsidies received from state government. It is not available for distribution as dividend to shareholders.

Securities Premium:

Securities Premium represents Security Premium received at the time of issuance of Equity Shares. Such amount is available for utilisation in accordance with the provisions of the Companies Act, 2013.

General reserve:

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. Items included under General Reserve shall not be reclassified back into the Statement of Profit & Loss.

Share options outstanding reserve:

This reserve relates to share options granted by the Company to its employee stock option scheme. Further information about share-based payments to employees is set out in Note 37.

1 A Rupee Term Loan amounting to '' 35.18 Crore (Previous Year 2020-21: '' 46.00 Crore) is secured by charge over immovable property and movable property located at Hyderabad. The loan carries interest rate at 6.75% (Previous Year 2020-21: 7.4%) per annum. The Loan is repayable in 17 quarterly instalments.

2 A Rupee Term Loan amounting to '' 51.40 Crore (Previous Year 2020-21: Nil ) is secured by charge over movable and immovable property located at Vatva (Ahmedabad) Gujarat. The loan carries interest rate at 6.55% per annum. The Loan is repayable in 14 quarterly instalments. The charge on above securities with respect to mortgage is in process of registration with MCA.

3 External Commercial Borrowing (ECB) amounting to '' 41.29 Crore (Previous Year 2020-21: '' 44.52 Crore) is secured by parri passu charge on the Company''s Karamsad factory, 1^st charge by way of hypothecation on the Company''s inventories (stores & spares not relating to the Plant and Machinery), Bills Receivable, Book Debts and all other movables including machineries, equipments, spares etc. The loan carries interest rate of 3/6 month Libor plus 245 basis point. Repayments have started from July 2021 and will continue until January 2025. The charge on above securities is in process of registeration with MCA.

4 Installments falling due within a year in respect of all the above Loans aggregating '' 27.25 Crore (Previous Year 2020-21: '' 15.32 Crore) have been grouped under "Current Maturities of Long terms borrowings".

5 Working Capital Loans include Foreign currency Loan amounting to NIL (Previous Year 2020-21: '' 14.84) repayable within one year bearing interest rate minimun FCY FTP 125 bps p.a and having benchmark 3/6/Month LIBOR and the same has been repaid during the Financial Year 21-22.

6 The Company has been sanctioned working capital from banks on the basis of security of current assets. The Company in this regard has been duly submitting with all such banks from whom such facilities are taken, the quarterly statements comprising details of said current assets viz. raw material, stores and spares, finished goods, book debts and reduced by relevant trade payables.

The said quarterly statements are in agreement with the unaudited books of account of the Company of the respective quarters and there are no material discrepancies.

(i) Provision for employee benefits includes amount payable to employees on account of Gratuity and compensated absences. Movement of Provision for employee benefits is disclosed under Note 36.

(ii) As per the contractual terms with customers, the Company provides warranty to the customers for 18 months from date of sales or 12 months from date of installation which ever is earlier. The provision is made for such returns/rejections on the basis of historical warranty trends as per the policy of the Company.

Note : 34 Contingent Liabilities and Commitments <D in Crore> „ .. . As at As at Part''culars 31.03.2022 31.03.2021
A) Contingent Liabilities not provided for:
1. Claim against the Company not acknowledged as debts
i) Disputed demands Relating to Indirect Taxes. - Company has preferred appeal against orders for payment under RCM in respect to Service Tax matter. - Company has filed appeal against Assessment order in respect of Sales Tax matter. Management will reasonbly confindent that no liability will devolve on company and hence no liabilities have recognized in the books of account.	0.70	1.86
ii) Matter decided in favour of the company where the income tax department has preferred appeals. - The Assessing Officer has filed appeal with respect to disallowance of warranty provision for AY 2007-08 and 2008-09. - The company has received order from ITAT Ahmedabad for which ITAT has set aside the issue to CIT (Appeal) in respect of upward adjustment in Arms Length Price for AY 2010-11. - Department has preferred appeal before ITAT Ahmedabad againt order passed by CIT (Appeal) in respect of upward adjustment in Arms Length Price and disallowance of warranty provision for AY 2011-12 & 2012-13. The management is reasonbly confident that no liability will arise in future and hence no provision is made in the books of accounts.	5.27	5.27
iii) Disputed demands relating to tax against which the Company has preferred appeals. - The company has received order from ITAT Ahmedabad in which ITAT has set aside the issue to CIT (Appeal) with respect to upward adjustment of Arms Length Price for AY 2010-11 and the company has filed Misc. application against this order. - The Company has preferred appeal before ITAT Ahmedabad againt order passed by CIT (Appeal) in respect of upward adjustment of Arms Length Price for AY 2011-12 & 2012-13. - Company has preferred appeal before CIT (Appeal) against the disallowance of education expenditure under Section 143 (3) for AY 2013-14. - Company has preferred appeal before CIT (Appeal) with respect to disallowance of commission paid to non-resident due to non deduction of TDS for AY 2017-18. The management is reasonbly confident that no liability will arise in future and hence no provision is made in books of account.	0.24	0.24
Note: Against the above, the company has paid '' 0.35 Crore. The expected outflow will be determined at the time of final outcome in respect of concerned matter.	19.35	57.26
2 Guarantees
The group has issued various guarantees for performance, deposits, advances etc. The management basis past history and events has considered the probability for outflow of the same to be remote and accordingly no amount has been disclosed here in contingent liability.
B) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance)

Compensated absences and earned leaves

The Company''s current policy permits eligible employees to accumulate compensated absences up to a prescribed limit and receive cash in lieu thereof in accordance with the terms of the policy.

Defined Benefit Plans

The Company operates a defined benefit plan in form of gratuity plan covering eligible employees, which provide a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

These plans typically expose the company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on planned asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk

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

Longevity risk

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

Salary risk

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

In respect of the Defined Benefit Obligation Plan and Compensated absences and earned leaves, the most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at March 31, 2022. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

Equity-settled share option plan

The Company has instituted Employee Stock Option Scheme (ESOP 2021) to designated employees of the Parent and its Subsidiaries. In accordance with the terms of the plan, as approved by shareholders through Postal Ballot on 2^nd December 2021, designated employees with the Company may be granted options to purchase equity shares.

Each employee share option converts into one equity share of the Company on exercise. Payment of the Exercise Price shall be made by a crossed cheque, or a demand draft drawn in favor of the Company or in such other manner as the Committee may decide from time to time. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time during the set exercise period. The Options not exercised within the Exercise Period shall lapse and the Employee shall have no right over such lapsed or cancelled Options. Options stands cancelled if the employee leaves the Company before the options vest.

Appraisal process for determining the eligibility of the Employees will be based on designation, criticality, high potential, performance linked parameters such as work performance and such other criteria as may be determined by the Committee at its sole discretion, from time to time.

Expected volatility was determined by calculating the historical volatility of the Company''s share price on NSE based on the price data for last 12 months up to the date of grant.

The expected life used in the model has been adjusted, based on management''s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The Company has recognised expenses of '' 0.17 Crore related to equity-settled share-based payment transactions in FY 2021-22 on a net basis after considering recharge of '' 0.32 Crore from subsidiary companies for the grant of shares to the employees of subsidiary companies.

For the purposes of the Company''s capital management, capital includes issued capital and all other equity. The primary objective of the Company''s capital management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2022 and March 31, 2021.

The entity''s corporate treasury function provides services to the business, coordinates access to domestic and international financial market, monitors and manages the financial risks relating to the operations of the entity through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

39.3.1 Market Risk management

Market risk refers to the possibility that changes in the market rates may have impact on the Company''s profits or the value of its holding of financial instruments. The Company is exposed to market risks on account of foreign exchange rates, interest rates and underlying investment prices.

The entity''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and investment prices.

(a) Foreign currency exchange rate risk:

The Company''s foreign currency risk arises from its foreign operations, investments in foreign subsidiaries, foreign currency transactions. The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company.

Since a major part of the Company''s revenue and its costs are in Indian Rupees , any movement in currency rates would not have major impact on the Company''s performance. Consequently, the overall objective of the foreign currency risk management is to minimize the short term currency impact on its revenue and cash-flow in order to improve the predictability of the financial performance.

With respect to the Company''s financial instruments (as given above), a 5% increase / decrease in relation to foreign currency rate on the underlying would have resulted in increase /decrease of '' 0.85 Crore ('' 2.30 Crore) in the Company''s net profit for the year ended 31-March-2022 and 31-March-2021 respectively.

(b) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company''s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Company are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. These exposures are reviewed by appropriate levels of management at regular interval. The Company have outstanding borrowings of '' 127.87 Crore and '' 105.36 Crore at the end of 31-March-2022 and 31-March-21 respectively. As at March 31, 2022, approximately 27.51% of the Company''s Borrowings are at fixed rate of interest (March 31, 2021 : 43.66%).

The impact of increase/decrease of 50 basis points in interest rates would result in increase/decrease of '' 0.64 Crore '' 0.53 Crore) in the Company''s net profit for the year ended 31-March-2022 and 31-March-2021 respectively.

(c) Other price risk

The Entity is exposed to price risks arising from its investments which are held for strategic as well as trading purposes.

The sensitivity analysis have been determined based on the exposure to price risks for Investments in equity shares of other companies and mutual funds at the end of the reporting period.

If prices had been 5% higher/lower:

Profit for the year ended 31 March, 2022 would increase/decrease by '' 0.01 Crore (for the year ended March 31, 2021 by '' 0.03 Crore) as a result of the change in fair value of investments.

39.3.2 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk materially consists of trade receivables.

All trade receivables are subject to credit risk exposure. The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company does not have significant concentration of credit risk related to trade receivables except the details given below for the customers contribute to more than 5% of total outstanding accounts receivable as at any reporting period end.

Exposure to credit risk:

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is '' 193.43 Crore and '' 183.77 Crores as at 31-March-2022 and 31-March-2021 respectively, being the total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets and investments excluding investments in subsidiary companies, and these financial assets are of good credit quality including those that are past due.

Note : 39.3.3 Liquidity risk management:

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Entity''s short, medium and long-term funding and liquidity management requirements. The Entity manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Entity''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Entity can be required to pay. The table below include only principal cash flows in relation to non-derivative financial liabilities.

46 The Company publishes standalone financial statements along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the audited consoliated financial statements for year ended March 31, 2022.

47 Proposed Dividend:

The Board of Directors, in their meeting held on May 25, 2022 have recommended a final dividend of '' 3 per equity share of face value of '' 2 each pre bonus (which translates to '' 1 per equity share of face value of '' 2 each post bonus), subject to approval by shareholders of the Company.

48 Bonus shares:

The Board of Directors has approved issuance of Bonus Shares in the ratio of 2 Equity Share of '' 2 each for every 1 Equity Share of '' 2 each held by the shareholders on the record date, subject to shareholders and regulatory approvals.

49 The financial statements for the year ended March 31, 2022 were approved for issue by the Board of Directors on May 25, 2022.

50 The Company has decided to present the results in crore for this financial year onwards. Accordingly, the comparative period presented have been converted from million to crore.

51 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

a) Crypto currency or virtual currency

b) Undisclosed income

c) Struck off Companies

d) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

e) Relating to borrowed funds:

(i) Wilful defaulter

(ii) Utilization of borrowed funds

(iii) Discrepancy in utilization of borrowings

(iv) 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.

(v) 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 to or on behalf of the Ultimate beneficiaries.

52 In compliance with Ministry of Corporate Affairs notification w.r.t to amendment in Schedule III to the Companies Act, 2013 effective from April 01, 2021, figures for comparative previous periods has been regrouped/reclassified, wherever necessary.

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Mar 31, 2018

1 CORPORATE INFORMATION

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, (“the Company”) was incorporated in India on November 17, 1962. The Company’s manufacturing unit is located at Karamsad, Gujarat. The Company’s principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter dryers, wiped film evaporators and mixing systems.

2 STATEMENT OF COMPLIANCE

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial statements up to year ended 31st March 2017 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These financial statements are the first financial statements of the Company under Ind AS. The date of transition to Ind AS is April 1, 2016. Refer Note 5 for the details of significant exemptions availed by the Company on first-time adoption of Ind AS and for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

3 BASIS OF PREPERATION OF FINANCIAL STATEMENTS

a) Basis of preparation and presentation

The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. (refer Note No. 4g1)

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/ or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of Ind AS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

- Level 3 inputs are unobservable inputs for the asset or liability.

b) Functional and Presentation currency

The financial statements are presented in Indian Rupees, the currency of the primary economic environment in which the Company operates. All the amounts are stated in rupee millions.

4 FIRST-TIME ADOPTION - MANDATORY EXCEPTIONS AND OPTIONAL EXEMPTIONS OVERALL PRINCIPLE

The Company has prepared the opening standalone balance sheet as per Ind AS as of April 1, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognised assets and liabilities. However, this principle is subject to the certain exception and certain optional exemptions availed by the Company as detailed below.

Deemed cost for property, plant and equipment and intangible assets

The Company has elected to continue with the carrying value of all of its plant and equipment and intangible assets recognised as of April 1, 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Investments in subsidiaries

The Company has elected to continue with the carrying value of Investment in Subsidiaries as of April 1, 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

4(v) Notes to the Reconciliations between Previous GAAP and Ind AS

a) Fair Valuation of Investments:

The Company has fair valued all the Investments in Mutual Funds and Equity Shares on the date of transition and the gain or loss on the same has been adjusted in the Retained Earning. Going forward, the Company intends to classify these investments as Fair value through Profit and Loss (FvTPL) and gain or loss will be adjusted in the Statement of Profit and Loss.

The company has opted previous GAAP value as deemed cost for Investments in Subsidiary companies. Going forward, the company intends to value the same at cost only.

b) Fair Valuation of Interest Free Deposit:

The company has given an interest free lease deposit to M/s Ready Mix concrete limited. On the transition date, company has fair valued the same by discounting the deposit with the interest free discount rate and the difference between fair value and previous IGAAP value is recognised in opening reserve. Going forward, the notional interest on deposit at risk free interest rate has been recognised in Statement of Profit and Loss.

c) Declaration of Dividend:

As per the requirements of IND AS 10, the proposed dividend and tax thereon need to be accounted in the period when it is approved by the share holders. Under previous GAAP (before April 1, 2016) the proposed dividend was accounted in the period in which it was proposed by the board of directors. Accordingly, In opening Balance sheet, Proposed dividend is added back to reserves by reducing the provision balance.

d) Actuarial gain or losses regrouping:

In accordance with IND AS 19, the actuarial gain / loss in relation to Defined Benefit Plan (Gratuity) is regrouped under Other Comprehensive Income instead of Statement of Profit and Loss as per previous IGAAP.

e) Excise Duty Gross up:

As per Schedule III to Companies Act, 2013 (as applicable to companies following IND AS) , the excise duty needs to be grossed up in revenue and separately shown as an expense item. As per the above requirement the excise duty has been grossed up and shown separately on the face of the Statement of Profit and Loss.

f) Reclassification of prepaid amount on Leasehold Land:

On the date of transition, the Company has reclassified the amount prepaid on Lease Hold land from Tangible Assets to Prepayments. The Company will amortize the reclassified amount from Prepayments.

g) Implication of Tax Expense:

The impact of deferred tax has been considered for all the Ind AS adjustments recorded and where there are temporary differences, the deferred tax related to same has been adjusted in the Tax Expense of that period.

cash Flow Statement

The Transition from Indian GAAP to Ind AS has not had a material impact on the statement of Cash Flows.

a Reconciliation of equity shares outstanding at the beginning and end of the reporting year

b Terms/rights attached to equity shares

The company has only one class of equity shares having a par value Rs.2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

c Details of shareholders holding more than 5% shares in the company

d buyback of Shares, bonus Shares and Shares issued for consideration other than cash.

The company has not bought back any shares, neither has it issued bonus shares nor has it issued shares for consideration other than cash in the past five years.

Nature and Purpose of Reserves General reserve:

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. Items included under General Reserve shall not be reclassified back into the Statement of Profit and Loss.

Securities Premium Reserve

This reserves represents Security Premium received at the time of issuance of Equity Shares.

Note:

In the absence of any information from vendors regarding the status of their registration under the “Micro Small and Medium Enterprise DevelopmentAct2006” the Company is unable to comply with the disclosures required to be made under the saidAct. For the purpose of classifying Trade Payables into Dues to Micro, Small and Medium Enterprises and other creditors, company has relied on the information received in corresponding previous period. This has been relied upon by the Auditors.

The amount of Unclaimed Dividend reflects the position as at March 31, 2018. During the year, the company has transferred an amount of Rs.0.26 Millions (Previous year Rs.0.31 Millions) to the Investors’ Education and Protection Fund in accordance with the provisions of section 125 of the Companies Act, 2013.

Note:

(i) Provision for employee benefits includes amount payable to employees on account of Gratuity and compensated absences. Movement of Provision for employee benefits is disclosed under Note 35.

(ii) As per the contractual terms with customers, company provides warranty to the customers for 18 months from date of sales or 12 months from date of installation w.e.earlier. The provision is made for such returns/rejections on the basis of historical warranty trends as per the policy of the company.

Post implementation of Goods and Service Tax (GST) with effect from July 1, 2017, revenue from operation is disclosed net off GST. Revenue from operations for the year ended March 31, 2018 includes excise duty upto June 30, 2017. Accordingly, revenue from operations for the year ended March 31, 2018 are not comparable to those of previous years presented

5 DEPOSITS

Security Deposits include Rs.8.22 million (as at 31st March, 2017 : Rs.7.62 million and as at 1st April, 2016 : Rs.9.88 million) of security deposits paid to Ready Mix Concrete Limited (a entity in which Key Managerial Person have significant influence) for use of three additional factory sheds taken under lease by the Company from November 01, 2012.

6 OPERATING LEASE

The Company’s significant leasing arrangements are in respect of operating leases for factory shed / premises and guest house.These lease agreements range up to 36 months from the end of the current financial year and are usually renewable by mutual consent on mutually agreeable terms.

7 AS PER IND AS 19 “EMPLOYEE BENEFITS”, THE DISCLOSURES AS DEFINED IN THE ACCOUNTING STANDARD ARE GIVEN BELOW:

Defined Contribution Plans

The Company operates defined contribution retirement benefit plans for all qualifying employees in the form of provident fund, superannuation fund, family pension fund.

Contribution to Defined Contribution Plans, recognised as expense for the year is as under :

Compensated absences and earned leaves

The Company’s current policy permits eligible employees to accumulate compensated absences up to a prescribed limit and receive cash in lieu thereof in accordance with the terms of the policy.

Defined Benefit Plans

The Company operates a defined benefit plan in form of gratuity plan covering eligible employees, which provide a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

These plans typically expose the company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yeilds at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on planned asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk

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

Longevity risk

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

Salary risk

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

In respect of the plan , the most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at March 31, 2018 by M/S K A Pandit, Fellow member of the Institute of the Actuaries of India. The present value of the defined benefit obligation, the related current service cost and past service cost,were measured using the projected unit credit method.

The amounts recognized in the Company’s financial statements as at the year end are as under:

k Sensitivity analysis for each significant actuarial assumption

The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

l Investment details of plan assets

The Plan assets are managed by Insurance group viz. Life Insurance Corporation of India which has invested the funds substantially as under :

n Asset-liability matching strategies :

In respect of gratuity and Leave encashment plan, Company contributes to the insurance fund based on estimated liability of the next financial year end. The projected liability statement is obtained from the actuarial valuer.

8 FINANCIAL INSTRUMENT:

8.1 capital Management

The entity manages its capital to ensure that entity will be able to continue as going concern while maximising the return to stakeholders through the optimisation of Total Equity balance.

The company is zero debt company and its capital structure consists of own equity only. Hence, Gearing Ratio of the company for the year ended March 31, 2018 as well as March 31, 2017 comes to NIL.

The company is not subject to any externally imposed capital requirement.

8.2 categories of Financial Instruments :

8.3 Financial risk management objectives

The entity’s corporate treasury function provides services to the business, coordinates access to domestic and international financial market, monitors and manages the financial risks relating to the operations of the entity through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

8.3.1 Market Risk management

Market risk refers to the possibility that changes in the market rates may have impact on the Company’s profits or the value of its holding of financial instruments. The Company is exposed to market risks on account of foreign exchange rates, interest rates and underlying investment prices.

The entity’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and investment prices.

(a) Foreign currency exchange rate risk:

The Company’s foreign currency risk arises from its foreign operations, investments in foreign subsidiaries, foreign currency transactions. The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company.

Since a major part of the Company’s revenue and its costs are in Indian Rupees , any movement in currency rates would not have major impact on the Company’s performance. Consequently, the overall objective of the foreign currency risk management is to minimize the short term currency impact on its revenue and cash-flow in order to improve the predictability of the financial performance.

The carrying amount of Foreign Currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

* The value of INR equivalent to USD is 129 and to EUR is 1,575.

With respect to the Company’s financial instruments (as given above), a 5% increase / decrease in relation to foreign currency rate on the underlying would have resulted in increase /decrease of Rs.1.58 million (Rs.1.13 million) in the Company’s net profit for the year ended March 31, 2018 and March 31, 2017 respectively.

(b) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The company does not have any outstanding borrowings at the end of any reporting period and hence company is not subject to any interest rate risk.

(c ) Other price risk

The Entity is exposed to price risks arising from its investments which are held for strategic as well as trading purposes.

The sensitivity analysis have been determined based on the exposure to price risks for Investments in equity shares of other companies and mutual funds at the end of the reporting period.

If prices had been 5% higher/lower:

Profit for the year ended 31 March, 2018 would increase/decrease by Rs.25.28 millions (for the year ended March 31, 2017 by Rs.22.98 millions) as a result of the change in fair value of investments.

8.3.2 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk materially consists of trade receivables.

All trade receivables are subject to credit risk exposure. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company does not have significant concentration of credit risk related to trade receivables except the details given below for the customers contribute to more than 5% of total outstanding accounts receivable as at any reporting period end.

Exposure to credit risk:

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is Rs.1187.56 millions and Rs.1131.10 millions as at March 31, 2018 and March 31, 2017 respectively, being the total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets and investments excluding investments in subsidiary companies, and these financial assets are of good credit quality including those that are past due.

8.3.3 Liquidity risk management:

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Entity’s short, medium and long-term funding and liquidity management requirements. The Entity manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Entity’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Entity can be required to pay. The table below include only principal cash flows in relation to non-derivative financial liabilities.

The following table details the Entity’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Entity’s liquidity risk management as the liquidity is managed on a net asset and liability basis.

9 FAIR VALUE MEASUREMENTS

This note provides information about how the Entity determines fair values of various financial assets and financial liabilities Fair value of the Entity’s financial assets and financial liabilities that are measured at fair value on a recurring basis

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

10 CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE

Expenditure related to CSR as per section 135 of Companies Act, 2013 read with schedule vII thereof, against the mandatory spend of ‘ 6.29 million is as follows:

11 RESEARCH AND DEVELOPMENT EXPENSES

Break-up of research and development expenses included in statement of profit and loss, is as follows :

12 PROPOSED DIVIDEND:

“The Board of Directors in their meeting held on May 16, 2018, proposed a final equity dividend of Rs.1.9 per equity share of Rs.2.00 each fully paid up for the financial year 2017-18. The aggregate amount of final equity dividend proposed to be distributed is Rs.27.77 million including dividend distribution tax of Rs.5.71 million.”

13 PREVIOUS YEARS FIGURES HAVE BEEN REGROUPED/RECLASSIFIED WHEREVER NECESSARY TO COMPLY WITH IND AS

14. THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.18 WERE APPROVED FOR ISSUE BY THE BOARD OF DIRECTORS ON 16.05.18.

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Mar 31, 2017

1. LONG TERM LOANS AND ADVANCES

Security Deposits include Rs, 27.73 million (previous year Rs, 30.70 million) of security deposits paid to Ready Mix Concrete Limited (a entity in which Key Managerial Person have significant influence) for use of three additional factory sheds taken under lease by the Company from November 01, 2012.

2. CURRENT LIABILITIES - DISCLOSURE UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

The amount of dues owed to micro, small and medium enterprises as on March 31, 2017 amounted to Rs, 14.78 Million (previous year Rs, 0.74 Million). This amount has been outstanding for more than 45 days at the balance sheet date. The information regarding micro, small and medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

3. RELATED PARTY DISCLOSURES (I) List of Related parties

(a) Parties where control exists:

(i) Ultimate Holding Company : Pfaudler International S.a.r.l

(ii) Holding Company: : Pfaudler Inc.

(b) Subsidiary Companies : Karamsad Holdings Limited

Karamsad Investments Limited GMM Mavag AG Mavag AG

(c) Fellow Subsidiaries : Pfaudler GMBH

Pfaudler Balfour Limited Edlon PSI Inc.

Suzhou Pfaudler Glass Lined Equipment Co. Limited Glass Steel Parts and Services Pfaudler s.r.l.

Pfaudler Limited

Pfaudler Rochester, USA

Pfaudler Process Solution Group U.K. Limited

Pfaudler LtdA, Brazil

(d) Key management personnel : Mr. Tarak Patel - Managing Director

Mr. Ashok Pillai - Chief Operating Officer Mr. Jugal Sahu - Chief Financial Officer Ms. Mittal Mehta - Company Secretary

(e) Relative of Key management personnel : Mr. Ashok Patel (Father of Mr. Tarak Patel)

Mrs. Urmi Patel (Mother of Mr. Tarak Patel)

Mrs. Uttara Gelhaus (Sister of Mr. Tarak Patel)

Mrs. Payal Patel (Wife of Mr. Tarak Patel)

(f) Enterprises over which key managerial : Skyline Millars Limited personnel have significant influence Ready Mix Concrete Limited

Ashok Patel - HUF J V Patel & Co.

Notes: 1) The Business segments have been identified in line with the Accounting Standard 17 on “Segment Reporting”, taking into account the nature of product, the nature of manufacturing process, the class of customers, the organization structure and the internal financial reporting system.

4) Segment revenue, results, assets and liabilities include amounts that are directly attributable to the respective segments. Amounts not directly attributable have been allocated to the segments on the best judgment of the management in the absence of detailed internal financial reporting system. Expenses not directly allocable to the segments are treated as “Unallocated Expenses”.

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Mar 31, 2015

1. CORPORATE INFORMATION

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, ("the Company") was incorporated in India on November 17, 1962. The Company's manufacturing unit is located at Karamsad, Gujarat. The Company's principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers, wiped film evaporators and mixing systems.

Pfaudler, Inc., USA owns 50.44% of the total issued share capital of the Company. On December 30, 2014 National Oilwell Varco, USA sold Pfaudler Process Solution Group to a German Private Equity firm and under the new structure Pfaudler, Inc. is a wholly owned subsidiary of Pfaudler S.a r.l. Luxembourg.

2. BASIS OF PREPARATION

The financial statement have been prepared in accordance with the generally accepted accounting principles in India. The Company has prepared these financial statement under the historical cost convention on an accrual basis to comply in all material respect with the Accounting Standards specified under section 132 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India and the relevant provisions of the Companies Act 2013. The accounting policies have been consistently applied by the Company.

All the assets and liabilities have been classified as current and non current as per the company's normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of product and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the company has ascertained it's operating cycle as twelve months for the purpose of current / non current classification of assets and liabilities.

3. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. Buyback of Shares, Bonus Shares and Shares issued for Consideration other than cash.

The company has not boughtback any shares, neither has it issued bonus shares nor has it issued shares for consideration other than cash in the past five years.

5. Terms of any Securities convertible into equity/preference shares - Not Applicable

6. Calls Unpaid - Nil

Security Deposits include Rs. 30.70 million (previous year Rs. 30.70 million) of security deposits paid to Ready Mix Concrete Limited (a entity in which Key Managerial Person have significant influence) for use of three additional factory sheds taken under lease by the Company from November 01, 2012.

As at As at 31.03.15 31.03.14

Rs. in Millions Rs. in Millions

1) Contingent Liabilities

a) Claim against the Company not acknowledged as debts

i) Dispute relating to Excise, Service tax and Sales tax 12.99 8.70

ii) Matter decided in favour of the company where the income tax department has preferred appeals. 5.84 0.00

iii)Disputed demands relating to tax against which the Company has preferred appeals. 65.72 24.07

b) Guarantee issued by bank 206.14 241.98

2) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for 8.28 7.99

7. RELATED PARTY DISCLOSURES

(I) List of Related parties

(a) Parties where control exists:

(i) Ultimate Holding Company: : National Oilwell Varco Inc. (Up to December 30, 2014) Pfaudler S.a r.l. Luxembourg (From December 31, 2014)

(ii) Holding Company: : Pfaudler Inc.

(b) Subsidiary Companies : Karamsad Holdings Ltd.

Karamsad Investments Ltd.

GMM Mavag AG Mavag AG

(c) Fellow Subsidiaries : Pfaudler Werke GMBH

Pfaudler Balfour Ltd.

Edlon PSI Inc.

Suzhou Pfaudler Glass Lined Equipment Co. Ltd.

Glass Steel Parts and Services Tycon Technoglass Pfaudler Rochester,USA

National Oilwell Varco LLP (Formerly Chemineer Inc) Robbins & Myers DE Mexico, SA.DECV Robbins & Myers Inc. (From 21st February 2013)

(d) Key management personnel : Mr. Ashok J. Patel - Managing Director

Mr. Tarak A. Patel - Executive Director Mr. Ashok C. Pillai - Chief Operating Officer Mr. Amar Nath Mohanty - Chief Financial Officer Ms. Mittal Mehta - Company Secretary

(e) Relative of Key : Mrs. Urmi A. Patel management personnel (wife of Mr. Ashok J. Patel) Mrs. Uttara G. Gelhaus (Daughter of Mr. Ashok J. Patel)

(f) Enterprises over which key managerial personnel have significant influence : Skyline Millars Ltd. Ready Mix Concrete Ltd. Ashok J Patel - HUF J V Patel & Co.

8. Pursuant to notification of Schedule II to The Companies Act, 2013, the Company has assessed the useful life of fixed assets and the depreciation for the year has been provided on the basis of the useful lives w.e.f. April 01,2014.This change has resulted in a higher depreciation of Rs. 27.90 Millions for the year and an amount of Rs. 4.68 million (net of deferred tax) has been recognized in the opening balance of retained earnings.

9. Previous years figures have been regrouped/reclassified wherever necessary.

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Mar 31, 2013

Note 1. BACKGROUND

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, ("the Company") was incorporated in India on November 17, 1962. The Company''s manufacturing unit is located at Karamsad, Gujarat. The Company''s principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures fouro-polymer products and other chemical process equipment such as agitated nutsche flters, flter driers, wiped flm evaporators and mixing systems.

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA (''Pfaudler'') a Company incorporated in the United States of America, which owns 50.99 percent of the total issued share capital of the Company. The Company''s ultimate holding Company Robbins & Myers Inc, USA, merged with National Oilwell Varco Inc. (NOV), USA on February 20, 2013. By virtue of this merger NOV has become the ultimate holding Company from February 21, 2013.

2. CURRENT LIABILITIES

Disclosure of trade payable under current liabilities is based on the information available with the Company regarding the status of the suppliers as defned under the "Micro, Small and Medium Enterprises Development Act, 2006". Amount overdue as on March 31, 2013 to Micro, Small and Medium Enterprises on account of principal amount together with interest, aggregate to Rs. 5.50 Millions (previous - Rs. 0.55 Millions)

The information regarding micro, small and medium enterprises have been determined to the extent such parties have been identifed on the basis of information available with the Company, which has been relied upon by the auditors.

3. CONTINGENT LIABILITIES AND COMMITMENTS

As at As at 31.03.13 31.03.12 Rs. in Millions Rs. in Millions

1) Contingent Liabilities

a) Claim against the Company not acknowledged as debts

i) Dispute relating to Cenvat and Sales tax 8.32 5.28

ii) Dispute relating to tax demand 15.49 0.49

b) Guarantee issued by bank 239.14 212.79

c) Other Contingent Liability

2) Commitments

a) "Estimated amount of contracts remaining to be executed on capital account and not provided for" 7.09 9.89

4. RELATED PARTY DISCLOSURES

(I) List of Related parties

(a) Parties where control exists:

(i) Ultimate Holding Company: : Robbins & Myers Inc. USA (Upto 20th February 2013)

National Oilwell Varco Inc. USA (from 21st February 2013)

(ii) Holding Company: : Pfaudler Inc. USA

(iii) Subsidiary Companies: : Karamsad Holdings Ltd.

Karamsad Investments Ltd.

GMM Mavag AG

Mavag AG

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

(i) Fellow Subsidiaries: : Pfaudler Werke GMBH

Pfaudler Balfour Ltd. Edlon PSI Inc.

Suzhou Pfaudler Glass Lined Equipment Co. Ltd. Glass Steel Parts and Services Tycon Technoglass

Robbins & Myers DE Mexico, SA.DECV Robbins & Myers Inc.(Upto 20th February 2013)

(ii) Key management personnel : Mr. Ashok J. Patel – Managing Director

Mr. Tarak A. Patel – Executive Director Mr. Ashok C. Pillai – Chief Operating Offcer

(iii) Relative of Key management personnel : Mrs. Urmi A. Patel (wife of Mr. Ashok J. Patel)

Mrs. Uttara G. Gelhaus (Daughter of Mr. Ashok J. Patel)

(iv) Enterprises over which persons in (b)(ii) or (b)(iii) are able to exercise signifcant infuence.

: Skyline Millars Ltd.

Ready Mix Concrete Ltd.

5. The shareholders at the Extra Ordinary General Meeting held on March 11, 2008 appointed Mr. Ashok Patel as the Managing Director of the Company for a period of fve years from January 1, 2007 to December 31, 2012. On the recommendation of the Remuneration Committee, the Board of Directors in their meeting held on November 5, 2012, appointed Mr. Ashok Patel as the Managing Director of the Company for a further period of three years effective from January 1, 2013. This appointment is subject to the shareholders'' approval in the forthcoming Annual General Meeting.

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Mar 31, 2012

Note 1. BACKGROUND

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, ("the Company") was incorporated in India on November 17, 1962. The Company's manufacturing unit is located at Karamsad, Gujarat. The Company's principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers .wiped film evaporators and mixing systems.

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA ('Pfaudler') a Company incorporated in the United States of America, which owns 51 percent of the total issued share capital of the Company. The Company's ultimate holding Company is Robbins & Myers Inc, USA.

a) Terms/rights attached to equity shares

The company has only one class of equity shares having a par value Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

Disclosure of trade payable under current liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amount overdue as on March 31, 2012 to Micro, Small and Medium Enterprises on account of principal amount together with interest, aggregate to 135 (previous - Rs. Nil)

The information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company, which has been relied upon by the auditors.

2. CONTINGENT LIABILITIES AND COMMMITMENTS

(Rs. in Millions)

As at As at 31.03.12 31.03.11

1) Contingent Liabilities

a) Claim against the Company not acknowledged as debts

i) Dispute relating to Cenvat 5.28 4.17 ii) Dispute relating to tax demand 0.49 0.49

b) Guarantee issued by bank 212.79 188.87

c) Other Contingent Liability - -

2) Commitments

a) Estimated amount of contracts remaining to be executed on 9.89 31.39

3. Prior Year's Figures have been regrouped where necessary.

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Mar 31, 2011

1. BACKGROUND

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, ("the Company") was incorporated in India on November 17, 1962. The Company's manufacturing unit is located at Karamsad, Gujarat. The Company's principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures fouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers, wiped film evaporators and mixing systems.

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA ('Pfaudler') a Company incorporated in the United States of America, which owns 51 percent of the total issued share capital of the Company. The Company's ultimate holding Company is Robbins & Myers Inc, USA.

2. CONVERSION OF LOAN TO MAVAG AG INTO EQUITY

The Company had granted a loan to its 100% subsidiary Company, GMM Mavag AG Switzerland amounting to CHF 3.50 million for the purpose of acquisition of 100% Equity Shares of Mavag AG Switzerland, during the financial year ended March 31, 2008. The Company has, after obtaining approval from its Board of Directors and the Reserve Bank of India, converted the said loan together with interest accrued thereon amounting to Rs. 161,920 thousand as on June 30, 2010 into Equity Shares of GMM Mavag AG and accordingly disclosed the same under the head Investments. Application made to Swiss Authorities in this regard is pending.

3. CURRENT LIABILITIES

Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of the suppliers as defined underthe "Micro, Small and Medium Enterprises Development Act, 2006". Amount overdue as on March 31, 2011 to Micro, Small and Medium Enterprises on account of principal amount together with interest, aggregate to Rs. Nil (previous year -Rs. Nil)

The information regarding micro, small and medium enterprises have been determined to the extent such parties have been identifed on the basis of information available with the Company, which has been relied upon by the auditors.

4. OPERATING LEASE

The Company's significant leasing arrangements are in respect of operating leases for factory shed/premises and guesthouse. These lease agreements, which are not non-cancellable, range up to 26 months from the end of the current financial year and are usually renewable by mutual consent on mutually agreeable terms.

5. CONTINGENT LIABILITIES

(Rs. in '000')

As at As at

31.03.11 31.03.10

a) Claim against the Company not acknowdgeld as debts

i) Dispute relating to Cenvat 4,170 3,913

ii) Dispute relating to tax demand 488 19,666

b) Gurantee issued by bank 188,868 135,942

6. CAPITAL COMMITMENTS

Estimated value of contracts remaining to be executed on capital account, to the extent not provided Rs. 31,390 thousand (previous year Rs. 12,467 thousand)

7. Turnover includes sales commission Rs. Nil (previous year Rs. Nil)

8. RELATED PARTY DISCLOSURES

(I) List of Related parties

(a) Parties where control exists:

(i) Ultimate Holding Company Robbins & Myers Inc.

(ii) Holding Company Pfaudler Inc.

(iii) Subsidiary Companies Karamsad Holdings Ltd.

Karamsad Investments Ltd.

GMM Mavag AG

Mavag AG

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

(i) Fellow Subsidiaries: Pfaudler Werke GMBH

Pfaudler Balfour Ltd.

Edlon PSI Inc.

Chemineer Inc.

Suzhou Pfaudler Glass Lined Equipment Co. Ltd.

Robbins & Myers Singapore Private Ltd.

Glass Steel Parts and Services

(ii) Key management personnel Mr. Ashok J. Patel - Managing Director

Mr. Tarak A. Patel - Executive Director

Mr. Ashok C. Pillai – Chief Operating Officer

(iii) Relative of Key management personnel Mrs. Urmi A. Patel (wife of Mr. Ashok J. Patel)

Mrs. Uttara G. Gelhaus (Daughter of Mr. Ashok J. Patel)

(iv) Enterprises over which persons in (b)(ii) or

(b)(iii) are able to exercise significant infuence.

Skyline Millars Ltd.

Glass Lined Equipment Company Ltd.

Ready Mix Concrete Ltd.

Dietrich Engineering Consultant India Private Ltd.

J. V. Patel & Co.

9. Prior year's fgures have been regrouped where necessary.

10. Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956.

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Mar 31, 2010

1. Background

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, ("the Company") was incorporated in India on November 17, 1962. The Companys manufacturing unit is located at Karamsad, Gujarat. The Companys principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers and wiped evaporators and Mixing systems.

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA (Pfaudler) a Company incorporated in the United States of America, which owns 51 percent of the total issued share capital of the Company. The Companys ultimate holding Company is Robbins & Myers Inc, USA.

2. CHANGE IN ACCOUNTING POLICY

The Company has changed its accounting policy for revenue recognition for large contracts, from recognition on completion basis to recognition on percentage of completion basis, with effect from April 1, 2009.

Large contracts for said purpose are contracts exceeding Rupee equivalent of USD 1 million at the time of order receipt and the contract term is at least six months from contract signing through product delivery.

This change has neither resulted in any change in revenue nor on profi ts for the year ended March 31, 2010.

b. Deposits include earnest deposit of Rs. 961 thousand (Previous year Rs. 961 thousand) paid to Skyline Millars Limited (formerly Millars India Limited) and Rs. 10,703 thousand (Previous year Rs. 9,411 thousand) to Ready Mix Concrete Limited, being companies in which two directors of the Company are interested. Deposits given are for use of factory sheds under the lease agreements.

3. CURRENT LIABILITIES

Disclosure of sundry creditors under current liabilities is based on the information available with the company regarding the status of the suppliers as defi ned under the "Micro, Small and Medium Enterprises Development Act, 2006". Amount overdue as on March 31, 2010 to Micro, Small and Medium Enterprises on account of principal amount together with interest, aggregate to Rs. Nil (Previous year - Rs. Nil)

The information regarding micro, small and medium enterprises have been determined to the extent such parties have been identifi ed on the basis of information available with the Company, which has been relied upon by the auditors.

4. OPERATING LEASE

The companys signifi cant leasing arrangements are in respect of operating leases for factory shed/premises and guesthouse. These lease agreements, which are not non-cancellable, range up to 120 months and are usually renewable by mutual consent on mutually agreeable terms.

5. CONTINGENT LIABILITIES

As at As at 31.03.10 31.03.09 Rs. 000 Rs. 000

a) Claims against the Company not acknowledged as debts:

i) Dispute relating to Cenvat Credit 3,913 4,100

ii) Disputed Income Tax demands 19,666 15,151

b) Guarantees issued by bank 135,942 176,450

13. Turnover includes sales commission Rs. Nil (previous year Rs. Nil thousand)

Notes:

(i) Licensed capacity is not applicable in terms of Government of Indias Notifi cation No. S.O.477 (E) dated 25th July,1991.

(ii) Installed capacities have been certifi ed by the management of the Company and not verifi ed by the auditors.

(iii) Installed capacities in respect of products not currently manufactured have not been given.

(iv) Production quantities in items 2 and 4 include job orders subcontracted to third parties and broad-banding of installed capacities.

(v) The installed capacity of Mild Steel equipments and Stainless steel equipment is not determined and therefore not included in the above table.

The Company has made an application to the central government for increasing the remuneration of the Managing Director. The remuneration for the current year includes a provision of Rs. 204 thousand payable to the Managing Director only after receipt of approval from the central government.

During the current year, the Company has paid Rs. 1,963 thousand as arrears of remuneration relating to the earlier fi nancial years to the Managing Director and the same has not been included above. The above arrears are within the limit specifi ed by Section 349 of the Companies Act, 1956.

h Other Details

Gratuity is payable at the rate of 15 days salary for each year of service subject to a maximum of Rs. 350 thousand Salary escalation is considered as advised by the company which is in line with the industry practice considering promotion and demand and supply of the employees.

6. RELATED PARTY DISCLOSURES

(I) List of Related parties

a) Parties where control exists:

(i) Ultimate Holding Company : Robbins & Myers Inc.

(ii) Holding Company: : Pfaudler Inc.

(iii) Subsidiary Companies: : Karamsad Holdings Limited

Karamsad Investments Limited GMM Mavag AG Mavag AG

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

(i) Fellow Subsidiaries: : Pfaudler Werke GMBH

Pfaudler Balfour Ltd. Edlon PSI Inc. Chemineer Inc.

Suzhou Pfaudler Glass Lined Equipment Company Limited Robbins & Myers Singapore Private Limited Glass Steel Parts and Services

(ii) Key management personnel: : Mr. Ashok J. Patel - Managing Director

Mr. Tarak A. Patel - Executive Director Mr. Ashok C. Pillai - Chief Operating Offi cer

(iii) Relative of Key management personnel: : Mrs. Urmi A. Patel (wife of Mr. Ashok J. Patel)

Mrs. Uttara G. Gelhaus (Daughter of Mr. Ashok J. Patel)

(iv) Enterprises over which persons in (b)(ii) or (b)(iii) : Skyline Millars Limited are able to exercise signifi cant infl uence. Glass Lined Equipment Company Limited

Ready Mix Concrete Limited

Dietrich Engineering Consultants India Private Limited J. V. Patel & Co. Unifrax India Limited SKF India Limited Siemens Limited Bayer Material Science Private Limited

Notes:

1) The Business segments have been identifi ed in line with the Accounting Standard 17 on "Segment Reporting", taking into account the nature of product, the nature of manufacturing process, the class of customers, the organization structure and the internal fi nancial reporting system.

2) Segment revenue, results, assets and liabilities include amounts that are directly attributable to the respective segments. Amounts not directly attributable have been allocated to the segments on the best judgment of the management in the absence of detailed internal fi nancial reporting system. Expenses not directly allocable to the segments are treated as "Unallocated Expenses".

7. Prior years figures have been regrouped where necessary.