Notes to Accounts of Indo Count Industries Ltd.

Mar 31, 2025

(b) Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of H2 each. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

(ii) 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 their shareholding.

(i) Capital Reserve:

Majorly consists of capital reserve standing in books against acquisition of business unit and will be utilised in accordance with the provision of the Act

(ii) Securities Premium :

Securities Premium is created when shares were issued at premium and will be utilised in accordance with the provision of the Act.

(iii) Retained Earnings:

Retained earnings represents accumulated profit as on reporting date and can be utilised in accordance with the provision of the Act.

(iv) Effective Portion of Cash Flow Hedges:

Represents effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges as described in accounting policy Note 2.10. These are subsequently reclassifiable to the statement of profit and loss.

(v) Remeasurement of defined benefit obligation:

Remeasurement of defined benefit obligations represents the effects of remeasurement of defined benefit obligations on account of actuarial gains and losses. These are not subsequently reclassifiable to the statement of profit and loss.

3) On account of a dispute in relation with Electricity Duty on electricity generated for captive use between 01.04.2000 and 30.04.2005 amounting to H292.07 lakhs (previous year H292.07 lakhs) excluding interest, the Honourable High Court of India vide its order dated 07.11.2009 passed a judgement in favour of the Company. The MSEDCL has further challenged the same at Honourable Supreme Court of India. The matter is yet to be heared by the Honourable Supreme Court of India. Management is confident on the positive outcome on this matter.

Notes:

(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursement in respect of the above contingent liabilities.

Significant Estimates: The Company has litigations in respect of certain matters. The management does assessment of all outstanding matters and whenever required, further obtain legal advices including those relating to interpretation of law. Based on such assessment, it concludes whether a provision should be recognised or a disclosure should be made.

c) In terms of EPCG Licence issued and utilised, the Company has an export obligation for H15,581.14 lakhs (previous year H21,321.81 lakhs), which is to be fulfilled over an average period of 6 years. The Company has completed the export obligation to the extent of H13,866.78 lakhs (previous year H20,120.73 lakhs) till the year end and are under process of redemption. Further, there are licenses issued by the DGFT amounting to H1,714.36 lakhs (previous year H1,201.08 lakhs) for which capital goods are under imports.

d) Refer Note 51 for corporate guarantee given for Indo Count Global Inc., USA and outstanding as at year end. Also, in respect of Indo Count UK Ltd., the Company has issued a letter of support for assessment of their going concern.

(a) Previous year figures are given in brackets.

(b) Related parties enlisted above are those having transactions with the company during the year or previous year.

(c) The above transactions were done in the ordinary course of business and on normal commercial terms and conditions.

(d) As the liabilities for defined benefit plans and leave entitlements are provided on actuarial basis for the Company as a whole, the amounts pertaining to Key Management Personnel or relative of key management personnel are not identified separately and therefore not included.

43. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. Chairman and vice chairman and chief executive officer of the Company are the chief operating decision makers. The Company operates only in one Business Segment i.e. ‘Textile Business’ which constitutes a single reporting segment.

The Company is domiciled in India. For details of revenue from operations from external customer location wise, refer note 32 and 49B of the Standalone Financial Statements.

No Non Current assets (other than financial assets) of the Company are physically located outside India.

Defined contribution plans

Provident Fund: The Company makes contribution to respective regional provident fund commissioners in relation to the workers/employees employed at various locations of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further contractual or constructive obligations beyond its yearly contribution.

Employee State Insurance Scheme: The Company makes contribution towards Employees State Insurance scheme operated by ESIC Corporation (as applicable) . The contributions payable to these plans by the Company are at rates specified in the rules of the scheme. The Company recognises such contributions as an expense when incurred. The Company has no further contractual or constructive obligations beyond its yearly contribution.

Labour Welfare Scheme: The Company makes contribution to state government in relation to labour employed at various locations of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further contractual or constructive obligations beyond its yearly contribution.

Defined Benefit Plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The said plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount as per Payment of Gratuity Act, 1972.

Risk exposure to defined benefit plans

The plans typically expose the Company to actuarial risks such as: asset volatility, interest rate risk, longevity risk and salary risk as described below:

Asset volatility

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Indian government securities; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

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

The most recent actuarial valuation of the defined benefit obligation was carried out at March 31, 2025. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

(i) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(ii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and same data, method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined benefit obligation.

Expected contribution to the defined benefit plan for the next annual reporting period :

Contribution expected to be paid for the Plan of the Company during the year ended March 31, 2026 - H523.26 lakhs.(Previous year H383.66 lakhs).

Weighted Average duration of the Plan is 12.59 years (previous year 12.88 years).

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

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

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

II. Assets and liabilities which are measured at amortised cost for which fair values are disclosed

Fair value of cash and short-term deposits, security deposits, trade receivables, loans and other current financial assets, trade payables, other current financial liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments. Carrying value of borrowings is approximately same to the fair value as the borrowings has been taken at floating rates.

III. Assets and liabilities which are measured at FVPL or FVOCI

This note provides information about how the Company determines fair values of various financial assets and financial liabilities measured at FVPL or FVOCI. Fair value of the Company''s financial assets and financial liabilities are measured on a recurring basis.

The Company has made temporary investments in bonds, mutual funds and corporate deposits for short term business purposes, with the intent to liquidate these investments as needed for operational requirements.

Some of the Company''s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

49. Financial Risk Management Objectives And Policies

The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and equity security price risk), credit risk and liquidity risk.

A) Market Risk

The Company seeks to minimise the effects of price and currency risk by using derivative financial instruments to hedge risk exposures. The company has Risk Management Policies to mitigate the risks in commodity prices and foreign exchange. The use of financial derivatives is governed by the company''s policies approved by the Board of Directors

(BOD), which provide principles to use financial derivatives and non-derivative financial instruments, to hedge currency risk and commodity price risk. The Company does not enter into or trade financial instruments, including derivative financial instruments and non-derivative financial instruments for speculative purposes. During the year, the Company has not taken any derivative contracts to hedge fluctuation in Commodity prices.

The periodical forex management report and commodity risk report as reviewed and approved by the management is placed before the Board of directors for review.

i) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regard to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Majority of the Company''s borrowings are linked to variability in Bank MCLR rate, repo rate and T Bills.

According to the Company, interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, an analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. Above 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

ii) Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in multiple currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies.

a) Exposure to Foreign Currency Risk

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge exposure to foreign currency risk.

iii) Price Risk

a) Exposure to price risk

The Company''s exposure to securities'' price risk arises from investments held by the Company and classified in the Balance Sheet at fair value. To manage its price risk arising from investments in securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

B) Credit Risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

Expected credit loss on financial assets:

The Company has balances in cash and cash equivalents, term deposits with banks, investments, loans to related parties, security deposit, interest receivable on loans to related parties.

i) Cash and cash equivalent (including term deposits with Banks) and investments.

The Company is having balances in cash and cash equivalents, term deposits with banks which are nationalised and scheduled banks having high credit rating. Further, investments are made in reputed institutions/funds houses/banks and having high credit ratings. At each reporting date management assesses if there are any risk involved on account of adverse credit ratings, media events, regulator such as RBI updates on the bank etc. Considering its assessment, these balances are considered to have low credit risk of default.

ii) Loans to related parties

Loans and interest receivable from related parties have low credit risk and the same has low credit risk as the borrower has a capacity to meet its contractual cash flow obligations in the near term, and adverse changes in economic and business conditions in the longer term might, but will not necessarily, reduce the ability of the borrower to fulfil its obligations. Hence risk of default is considered to be low for these balances.

iii) Other financial assets:

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward looking information.

iv) Trade receivables:

Credit Risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers taking into account the financial condition, current economic trends, credit rating analysis of major customers and analysis of historical bad-debts and ageing of trade receivables. The Company has customers with capacity to meet the obligations and do not believe that there are any particular customer or group of customers that would subject to any significant credit risks in the collection of trade receivable.

Based on management assessment , trade receivable are collectible in full considering analysis of customer credit risk. Further, the historical default rate is minimal. For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instrument, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Based on the assessment considering historical default, ageing of trade receivables, the future market conditions and macro environment of business not being adverse/ negative, the expected credit loss, if any, during the reporting period in respect of trade receivable is not material and hence,no impairment loss has been recognised.

Moreover the default, if any, of export receivables are covered by Export Credit Guarantee Corporation of India (ECGC).

C) Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of the financial assets and liabilities.

The amount of unused borrowing facilities (fund and non-fund based) available for future operating activities and to settle commitments is H62,283 lakhs as at March 31, 2025 (H54,099 lakhs as at March 31, 2024).

D) Derivative Financial instruments

The Company has adopted a Risk Management policy approved by the Board of Directors of the Company for managing foreign currency exposure. The policy enumerates the mechanism for Risk Identification, Risk Measurement and Risk Monitoring. The policy has approved a set of financial instruments for hedging foreign currrency risk. The Company mainly uses forward contracts to manage the foreign currency risk.

50A. Capital Management (a) Risk management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity. The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company’s objectives when managing capital are to:

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

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

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

The Company is not subject to any externally imposed capital requirements.

1 Earning for Debt Service = Net Profit after taxes Non- cash operating expenses like depreciation and other amortizations interest other adjustments like loss on sale of fixed assets-Profit on sale of fixed assets

2 Debt Service = Finance Cost Lease expense Long term borrowings paid during the year

3 Cost of goods sold = Cost of Materials Consumed Purchase of Stock-In-Trade Changes in Inventories of Work-In-Progress, Stock-In-Trade and Finished Goods Employee costs excluding Director''s remuneration Depreciation Other expenses (exclusion in other expenses - Commission, freight outwards, other selling expenses, loss on sale of assets, Provision for doubtful debts, donation to political party, CSR Expenses, Auditor''s Remuneration and miscellaneous expenses excluding certain direct production expenses)

4 Net Revenue from Operations = Revenue from Operations - Other Operating Revenue

5 Net Purchases = Total purchases of Raw material and components, Purchase of Stock-In-Trade and Purchases of Stores, Dyes and Packing Materials and other expenses related to Trade Payable

6 Earning before Interest and Taxes = Profit before taxes Finance Costs

7 Capital Employed = Equity Non Current borrowings Current Borrowings Deferred Tax Liabilities Lease Liabilities -Intangible Assets - Intangible Assets under development

8 Total Debt = Non Current borrowings Current borrowings Lease Liabilities

53(a). Additional regulatory information required by Schedule III

i) Details of benami property held

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

ii) Borrowing secured against current assets

The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets (including revisions thereof) filed by the Company with banks and financial institutions were in agreement with the unaudited books of account.

iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any other lendor.

iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

vi) Compliance with approved scheme(s) of arrangements

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

vii) Utilisation of borrowed funds and share premium

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

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

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

viii) Undisclosed income

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

ix) Details of crypto currency or virtual currency

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

x) Valuation of Property, plant and equipments, right-of-use assets and intangible asset

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

55. The Company has initiated the digital transformation journey for standardizing, optimizing, and re-engineering various business processes, including manufacturing, supply chain, logistics, and procurement. The focal point of this implementation is the design, development, and deployment of a robust digital core utilizing SAP S/4HANA Cloud®. The initiative aims to unlock operational efficiencies, chart new avenues for growth and ensure compliance requirements. Subsequent to the year-end, the Company has gone live with SAP S/4 HANA effective April 01, 2025 in respect of certain modules.

56. The Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) has six CICs as part of the Group.

57. Events occurring after reporting period

The Company evaluated subsequent events through May 30, 2025, the date the financial statements were available for issuance, and determined that there were no additional material subsequent events requiring disclosure.

58. The standalone financial statements for the year ended March 31, 2025, have not been signed by the Chief Executive Officer due to his inability on account of medical reasons.

Signatures to Note 1 to 58 which form an integral part of Financial Statements

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Mar 31, 2024

(b) Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of H2 each. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

(ii) 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 their shareholding.

(i) Capital Reserve:

Majorily consists of capital reserve standing in books against acquisition of business unit, majorly includes reserves created on account of acquisition.

(ii) Securities Premium:

Securities Premium is created when shares issued at premium and will be utilised in accordance with the provision of the Act.

(iii) Retained Earning:

Retained earnings represents accumulated profit as on reporting date and can be utilised in accordance with the provision of the Act.

(iv) Effective Portion of Cash Flow Hedges:

Represents effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges,as described in accounting policy Note 2.10. These are subsequently reclassifiable to the statement of profit and loss.

(v) Remeasurement of defined benefit obligation:

Remeasurement of defined benefit obligations represents the effects of remeasurement of defined benefit obligations on account of actuarial gains and losses. These are not subsequently reclassifiable to the statement of profit and loss.

Note (b)

Movement of each item of Reserves and Surplus is presented in Standalone Statement of Changes in Equity.

40. CONTINGENT LIABILITIES AND COMMITMENTS A. Contingent Liabilities		(H in lakhs)
Particulars	As at 31st March, 2024	As at 31s'' March, 2023
1) Claims against Company not acknowledged as Debt:
i) Indirect lax matters under appeal	2,132.72	1,108.82
ii) Direct hix matter under appeal	1,144.36	6,990.60
iii) Other litigation claims (Including Pending labour cases)	231.52	59.7 9
2) Guarantee given by the Company:
i) Bank Guarantees	2,688.28	2,118.55

3) On account of a dispute in relation with Electricity Duty on electricity generated for captive use between 01.04.2000 and 30.04.2005 amounting to H292.07 lakhs (previous year H292.07 lakhs) excluding interest , the Honourable High Court of India vide its order dated 07.11.2009 passed a judgement in favour of the Company. The MSEDCL has further challenged the same at Honourable Supreme Court of India. The matter is yet to be heared by the Honourable Supreme Court of India. Management is confident on the positive outcome on this matter.

Notes:

(a) It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursement in respect of the above contingent liabilities.

Significant Estimates: The Company has litigations in respect of certain matters. The management does assessment of all outstanding matters and whenever required, further obtain legal advices including those relating to interpretation of law. Based on such assessment, it concludes whether a provision should be recognised or a disclosure should be made.

B. Commitments			(H in lakhs)
Particulars		As at 31st March, 2024	As at 31st March, 2023
a)	Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for against property, plant and equipments.	5,696.46	5,653.77
b)	Letter of credits opened for which the material has not yet been shipped	4,152.02	1,787.48

c) In terms of EPCG Licence issued and utilised, the Company has an export obligation for H21,322 lakhs (previous year H34,983 lakhs), which is to be fulfilled over a average period of 6 years. The Company has completed the export obligation to the extent of H20,121 lakhs (previous year H24,116 lakhs) till the current year and are under process of redemption. Further, there are licenses issued by the DGFT amounting to H 1,201 lakhs (previous year H10,779 lakhs) for which capital goods are under imports.

(a) Previous year figures are given in brackets.

(b) Related parties enlisted above are those having transactions with the Company during the year and previous year.

(c) The above transactions were done in the ordinary course of business and on normal commercial terms and conditions.

(d) As the liabilities for defined benefit plans and leace entitlements are provided on acturial basis for the Company as a whole, the amounts pertaining to Key Management Personnel or relative of key management personnel are not included.

(e) Includes remuneration paid to Executive Chairman and Executive Vice Chairman amounting to H 1,458.01 lakhs and H1,141.56 lakhs respectively.(previous year H1,224.25 lakhs and H942.06 lakhs). The Remuneration given in the above table excludes post employment benefit (i.e.Provident Fund) of H67.14 lakhs (Previous year of H61.20 lakhs).

(f) In respect of Indo Count UK Ltd., the Company has issued a letter of support for assessment of their going concern during previous year .

43. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. Chairman and vice chairman and chief executive officer of the Company are the chief operating decision makers. The Company operates only in one Business Segment i.e. ''Textile Business'' which constitutes a single reporting segment.

The Company is domiciled in India. For details of revenue from operations from external customer location wise, refer note 32 of the Standalone Financial Statements.

No Non Current assets (other than financial assets) of the Company are physically located outside India.

d) . Nature of CSR activities includes education, health, water and sanitation, environment, farmer livelihood, differently abled and

old age care, sports promotion and community infrastructure.

e) . There is no shortfall in CSR expenditure reported u/s 135 (5) of the Act in the current year and previous year. Further there

were no ongoing projects u/s 135 of the Act in the current year and previous year. At the year end, there is no liability which is incurred but not paid.

46A. Business Combination in Previous year

a) (i) The Hon''ble National Company Law Tribunal (NCLT), Mumbai bench vide its order dated October 3, 2022 approved

the scheme of amalgamation of Pranavaditya Spinning Mills Limited (PSML) (Transferor Company) with Indo Count Industries Limited (the Company) under section 230-232 of the Companies Act, 2013. Thereafter, the certified copy of the said order was filed with Registrar of Companies and the effective date of the amalgamation is October 20, 2022 while the Appointed Date for the amalgamation is October 1,2020. Both the entities have the similar nature of business in Textiles.

To give effect of the approval of scheme, the Company in the Previous year, inter alia, accounted for:

a) Amalgamation of PSML, a subsidiary under common control, using ''the pooling of interest method'', as per (Ind AS 103 - Business Combination). The assets, liabilities and reserves of erstwhile Pranavaditya Spinning Mills Limited (PSML) have been taken over at book value.

b) Elimination of inter-company transactions, including cancellation of 1,43,41,280 (nos.) Equity Shares of face value of H10 each held by the Company in PSML.

Accordingly, the Standalone Financial statements were restated from the beginning of the preceding period presented i.e. April 1. 2021.The net difference between the consideration and the value ofnet identifiable assets acquired was H388.01 lakhs. (ii) Further, pursuant to the scheme, 654,670 Equity Shares of the Company having face value of H2/- each are allotted to the shareholders of Transferor Company, in the swap ratio of 2:15, and the listing and trading permission for the same has been received.

b) Business combinations in the previous year

The Company had successfully completed the acquisition of Home Textile Business of GHCL Limited (""GHCL"") including its manufacturing facility at Bhilad (Vapi), Gujarat, on a going concern basis, by way of a slump sale, on April 2, 2022 in accordance with the terms of Business Transfer Agreement (""BTA"") dated December 6, 2021 as amended. The asset price allocation is done on the basis of valuation report provided by the Registered Valuer as approved by management.

(i) Summary of acquisition

Indo Count Industries Limited (ICIL) (acquirer) entered into a business transfer agreement with GHCL Limited (seller) to acquire GHCL''s home textile (HT) business. The HT business had a fully operational manufacturing facility of 45 million metres annually. The plant is located at Bhilad near Vapi in Gujarat. ICIL had acquired home textile business of GHCL on slump sale basis for an aggregate consideration of H56,230 lakhs. The Business Transfer Agreement (BTA) between ICIL and GHCL was signed on 07 December 2021 and an amendment agreement was signed on 30 March 2022. The effective date of acquisition was 02 April 2022. Post the acquisition, the said plant has become an integral part of the business of the Company and entire operation of the Company (along with the said plant) was considered as one CGU. Accordingly, revenue and profit or loss of the said plant since the acquisition date could not be measured separately.

(ii) Significant judgement:

(1) Fair valuation of Porperty, Plant and Equiment, Land and Building

The fair valuation of land, property plant and equipment and Building is carried out by the registered valuer which is a significant judgement with respect to fair valuation of land, property plant and equipment and Building for purchase price allocation.

(2) Acquired receivables

The fair value of acquired trade receivables was H13,620 lakhs. Net of a loss allowance of H40.00 lakhs.

Acquisition-related costs

Acquisition-related costs of H22.00 lakhs that were not directly attributable to the issue of shares are included in other expenses in the statement of profit and loss of previous year and in operating cash flows in the statement of cash flows of previous year.

Amounts recognized in other comprehensive income is Nil.

There were certain job work related transaction with GHCL prior to acquisition, however same was not material considering long term view of relationship.

47. During the year, the Company has received a grant of H3,503.70 lakhs (previous year NIL). The Company has amortised the grant based on useful life of the plant and machinery and recognised income for current year of H686.27 lakhs (previous year H46.22 lakhs) under other income (Refer Note No. 33).The balance amount of grant is shown as "Deferred Government Grants related to Property, Plant & Equipment" in non-current liability H3,487.33 lakhs (previous year H810.05 lakhs) (Refer Note 26) and other current liability of H186.37 lakhs (previous year H46.22 lakhs) (Refer Note 30). The company doesn''t have any unfulfilled conditions and other contingencies attaching to same.

Defined contribution plans

Provident Fund: The Company makes contribution to respective regional provident fund commissioners in relation to the workers/employees employed at various locaiton of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further contractual or contructive obligations beyond its yearly contribution.

Employee State Insurance Scheme: The Company makes contribution towards Employees State Insurance scheme operated by ESIC Corporation (as applicable) . The contributions payable to these plans by the Company are at rates specified in the rules of the scheme. The Company recognises such contributions as an expense when incurred. The Company has no further contractual or contructive obligations beyond its yearly contribution.

Labour Welfare Scheme: The Company makes contribution to state government in relation to labour employed at various location of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further contractual or contructive obligations beyond its yearly contribution.

Defined Benefit Plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The said plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount as per Payment of Gratuity Act, 1972.

Risk exposure to defined benefit plans

The plans typically expose the Company to actuarial risks such as: asset volatility, interest rate risk, longevity risk and salary risk as described below:

Asset volatility

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Indian government securities; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

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

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation was carried out at March 31,2024. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

(i) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(ii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and same data, method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined benefit obligation.

II. Assets and liabilities which are measured at amortised cost for which fair values are disclosed

Fair value of cash and short-term deposits, security deposits, trade receivables, Loans and other current financial assets, trade payables, other current financial liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments Carrying value of borrowings is approximately same to the fair value as the borrowings has been taken at floating rates..

III. Assets and liabilities which are measured at FVPL or FVOCI

This note provides information about how the Company determines fair values of various financial assets and financial liabilities measured at FVPL or FVOCI. Fair value of the Company''s financial assets and financial liabilities are measured on a recurring basis. The Company has made temporary investments in bonds, mutual funds and corporate deposits for short term business purposes, with the intent to liquidate these investments as needed for operational requirements. Some of the Company''s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

51. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, interest rate risk and equity security price risk), credit risk and liquidity risk.

Market Risk

The Company seeks to minimise the effects of currency risk by using derivative and non derivative financial instruments to hedge risk exposures. The company has Risk Management Policies to mitigate the risks in commodity prices and foreign exchange. The use of financial derivatives is governed by the company''s policies approved by the Board of Directors (BOD), which provide principles to use financial derivatives and non-derivative financial instruments, to hedge currency risk and commodity price risk. The Company''s does not enter into or trade financial instruments, including derivative financial instruments and non-derivative financial instruments for speculative purposes.

The periodical forex management report and commodity risk report as reviewed and approved by the management is placed before the Board of directors for review.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Group''s position with regard to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Majority of the Group''s borrowings are linked to variability in Bank MCLR rate, repo rate, T Bills.

According to the Company, interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, an analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. Above 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in multiple currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts/Option to hedge exposure to foreign currency risk.

Market Risk - Price Risk Exposure

The Company''s exposure to securities'' price risk arises from investments held by the Company and classified in the Balance Sheet at fair value. To manage its price risk arising from investments in securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Credit Risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

Expected credit loss on financial assets:

The Company has balances in cash and cash equivalents, term deposits with banks, loans to related parties, security deposit, interest receivable on loans to related parties.

Cash and cash equivalent (including term deposits with Banks)

The Company is having balances in cash and cash equivalents, term deposits with banks which are nationalised and scheduled banks having high credit rating Further, investments are made in reputed institutions/funds houses/banks and having high credit ratings. At each reporting date management assesses if there are any risk involved on account of adverse credit ratings, media events, regulator such as RBI updates on the bank etc. considering its assessment,these balances are considered to have low credit risk of default.

Loans to related parties

Loans and interest receivable from related parties have low credit risk and the same has low credit risk as the borrower has a capacity to meet its contractual cash flow obligations in the near term, and adverse changes in economic and business conditions in the longer term might, but will not necessarily, reduce the ability of the borrower to fulfil its obligations hence no risk of default is perceived on them.

Trade receivables:

Credit Risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers taking into account the financial condition, current economic trends, credit rating analysis of major customers and analysis of historical bad-debts and ageing of trade receivables. The Company has customers with capacity to meet the obligations and do not believe that there are any particular customer or group of customers that would subject to any significant credit risks in the collection of trade receivable.

Based on management assessment , trade receivable are collectible in full considering analysis of customer credit risk. Further, the historical default rate is minimal. For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instrument, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Based on the assessment considering historical default, ageing of trade receivables, the future market conditions and macro environment of business not being adverse/ nagative, the expected credit loss, if any, during the reporting period in respect of trade receivable is not material and hence,no impairment loss has been recognised.

Moreover the default, if any, of export receivables are covered by Export Credit Guarantee Corporation of India (ECGC).

Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of the financial assets and liabilities.

Maturity Profile of Financial Liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:

The amount of unused borrowing faculties (fund and non-fund based) available for future operating activities and to settle commitments is Rs. 54,099 lakhs as at March 31,2024 (Rs. 80,519 Lakhs as at March 31,2023).

Derivative Financial instruments

The Company has adopted a Risk Management policy approved by the Board of Directors of the Company for managing foreign currency exposure. The policy enumerates the mechanism for Risk Identification, Risk Measurement and Risk Monitoring. The policy has approved a set of financial instruments for hedging foreign currrency risk. The Company mainly uses forward contracts to manage the foreign currency risk.

52A. Capital Management Risk management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity. The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company''s objectives when managing capital are to:

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

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

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

Net debt (total borrowings and lease liabilities net of cash and cash equivalents) divided by total ''equity'' (as shown in the balance sheet) The Company is not subject to any externally imposed capital requirements.

1 Earning for Debt Service = Net Profit after taxes Non- cash operating expenses like depreciation and other amortizations interest other adjustments like loss on sale of fixed assets-Profit on sale of fixed assets

2 Debt Service = Finance Cost Lease expense Long term borrowings paid during the year

3 Cost of goods sold = Cost of Materials Consumed Purchase of Stock-In-Trade Changes in Inventories of Work-In-Progress, Stock-In-Trade and Finished Goods Employee costs excluding Director''s remuneration Depreciation Other expenses (exclusion in other expenses - Commission, freight outwards, other selling expenses, loss on sale of assets, Provision for doubtful debts and miscellaneous expenses)

4 Net Revenue from Operations = Revenue from Operations - Other Operating Revenue

5 Net Purchases = Total purchases of Raw material and components, Purchase of Stock-In-Trade and Purchases of Stores, Dyes and Packing Materials

6 Earning before Interest and Taxes = Profit before taxes Finance Costs

7 Capital Employed = Equity Non Current borrowings Current Borrowings Deferred Tax Liabilities Lease Liabilities-Intangible Assets

8 Total Debt = Non Current borrowings Current borrowings Lease Liabilities

55(a) Additional regulatory information required by Schedule III

i) Details of benami property held

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

ii) Borrowing secured against current assets

The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets (Including revisions thereof) filed by the Company with banks and financial institutions were in agreement with the unaudited books of account.

iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any other lendor.

iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current financial year in respect of previous year, refer note 46A.

vii) Utilisation of borrowed funds and share premium

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

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

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

viii) Undisclosed income

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

ix) Details of crypto currency or virtual currency

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

x) Valuation of Property, plant and equipments, right-of-use assets and intangible asset

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

ii) Registration of charges or satisfaction with Registrar of Companies

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

(iii) Utilisation of borrowings availed from banks and financial institutions

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

56 The Company has approved its Financial Statements in its board meeting dated May 27, 2024.

57 The Company has initiated the digital transformation journey for standardizing, optimizing, and re-engineering various business processes, including manufacturing, supply chain, logistics, and procurement. The focal point of this implementation is the design, development, and deployment of a robust digital core utilizing SAP S/4HANA Cloud®. The initiative aims to unlock operational efficiencies, chart new avenues for growth and ensure compliance requirements.

58 Events occurring after reporting period

The Company evaluated subsequent events through May 27, 2024, the date the financial statements were available for issuance, and determined that there were no additional material subsequent events requiring disclosure.

Signatures to Note 1 to 58 which form an integral part of Financial Statements

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Mar 31, 2023

Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of H2 each . Each holder of equity shares is entitled to one vote per share and dividend on the shares held.

(ii) I n 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.

(i) Capital Reserve:

Majorily consists of capital reserve standing in books against acquisition of business unit.

(ii) Share pending issue

Share pending issue is created in relation for issuance of shares for merger of Pranavaditya Spinning Mills Limited (Subsidiary) with the Company.

(iii) Securities Premium:

Securities Premium is created when shares issued at premium.

(iv) Retained Earning:

Retained earnings represents accumulated profit as on reporting date. The reserve can be utilised in accordance with the provision of the Companies Act, 2013.

(v) Effective Portion of Cash Flow Hedges:

The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges, as described in accounting policy Note 3.23.

(vi) Other Items of other Comprehensive Income (Remeasurement of defined benefit obligation):

Reserve for remeasurement of defined benefit obligations represents the effects of remeasurement of defined benefit obligations on account of actuarial gains and losses.

39. CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for) A. Contingent Liabilities (H in Lakhs)
Particulars	As at 31s'' March, 2023	As at 31s'' March, 2022
1) Claims against Company not acknowledged as Debt:
i) Excise duty / Custom duty / Service Tax / Income Tax demands disputed in appeals	7,119.97	6,048.05
ii) VAT / GST demands disputed in appeals	979.46	491.70
iii) Other litigation claims (Including Pending Labour cases)	59.79	59.42
2) Guarantee given by the Company:
i) Bank Guarantees	2,318.54	584.76
ii) Corporate Guarantee given to a Foreign Bank outside India for securing financial assistance to a Foreign Subsidiary	5,341.05	4,926.51

(a) In terms of EPCG Licences issued, the company has export obligation for H34,983 Lakhs (previous year H80,349 Lakhs), which is to be fulfilled over an average period of 6 years. The Company has completed the export obligation to the extent of H24,116 Lakhs (previous year H77,810 Lakhs) till the current year and are under process of redemption. Further, there are licenses issued by the DGFT amounting to H 10,779 Lakhs (previous year H2,539 Lakhs) for which capital goods are under imports.

(b) On account of a dispute in relation with Electricity Duty on electricity generated for captive use between 01.04.2000 and 30.04.2005 amounting to H292.07 Lakhs (previous year H292.07 Lakhs) excluding interest , the Honourable Bombay high court vide its order dated 07.11.2009 passed a judgement in favour of the Company. The MSEDCL has further challenged the same at the Honourable Supreme court . The matter is yet to be heard by the Honourable supreme court. Management is confident on the positive outcome in this matter.

Significant Estimates: The Company has litigations in respect of certain matters. The management does assessment of all outstanding matters and whenever required, further obtain legal advices including those relating to interpretation of law. Based on such assessment, it concludes whether a provision should be recognised or a disclosure should be made.

(a) Total cash outflow for leases during current financial year is H1,083.12 Lakhs (previous year H887.70 Lakhs).

(b) Additions to the Right-of-Use assets during the current financial year is H529.21 Lakhs (previous year H1,649.51 Lakhs).

(c ) There are no sale & leaseback transactions.

(d) Payments associated with short-term leases of equipment, vehicles and all leases of low-value assets are recognised on straight line bases as an expense in profit or loss.

(e ) Short term leases are leases with a lease of12 months or less. There are no low value assets taken on lease during the current year.

(f) When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate. The weighted average incremental borrowing rate applied is @8.55% (Previous year @8.55%)

42. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. Chairman, Vice Chairman and Chief Executive Officer of the Company are the chief operating decision makers. The Company operates only in one Business Segment i.e. ''Textile Business'' which constitutes a single reporting segment.

45. a) (i) The Hon''ble National Company Law Tribunal (NCLT), Mumbai bench vide its order dated October 3, 2022 approved the scheme of amalgamation of Pranavaditya Spinning Mills Limited (PSML) (Transferor Company) with Indo Count Industries Limited (the Company) under section 230-232 of the Companies Act, 2013. Thereafter, the certified copy of the said order was filed with Registrar of Companies and the effective date of the amalgamation is October 20, 2022 while the appointed date for the amalgamation is October 1,2020. Both the entities have the similar nature of business and they mainly deal in Textiles.

To give effect of the approved Scheme, the Company has, inter alia, accounted for:

a) Amalgamation of PSML, a subsidiary under common control, using ''the pooling of interest method'', as per (Ind AS 103 - Business Combination). The assets, liabilities and reserves of erstwhile Pranavaditya Spinning Mills Limited (PSML) have been taken over at book value.

b) Elimination of inter-company transactions, including cancellation of 1,43,41,280 (nos.) Equity Shares of face value of H10 each held by the Company in PSML.

Accordingly, the Standalone Financial statements have been restated from the beginning of the preceding period presented i.e. April 1. 2021. The net difference between the consideration and the value of net identifiable assets acquired was H388.01 Lakhs.

(ii) Further, pursuant to the scheme, 654,670 Equity Shares of the Company having face value of H2/- each are allotted to the shareholders of Transferor Company, in the swap ratio of 2:15, and the listing and trading permission for the same have been received. The relevant impact has been given while computing EPS of the prior period covered under the Standalone Financial Statements.

b) Business combinations

The Company has successfully completed the acquisition of Home Textile Business of GHCL Limited (""GHCL"") including its manufacturing facility at Bhilad (Vapi), Gujarat, on a going concern basis, by way of a slump sale, on April 2, 2022 in accordance with the terms of Business Transfer Agreement (""BTA"") dated December 6, 2021 as amended. The asset price allocation is done on the basis of valuation report provided by the Registered Valuer as approved by management.

(i) Summary of acquisition

Indo Count Industries Limited (ICIL) (acquirer) entered into a business transfer agreement with GHCL Limited (seller) to acquire GHCL''s home textile (HT) business. The HT business has a fully operational manufacturing facility of 45 million metres annually. The plant is located at Bhilad near Vapi in Gujarat. ICIL has acquired home textile business of GHCL on slump sale basis for an aggregate consideration of H56,230 Lakhs. The Business Transfer Agreement (BTA) between ICIL and GHCL was signed on 07 December 2021 and an amendment agreement was signed on 30 March 2022. The effective date of acquisition was 02 April 2022. Post the acquisition, the said plant has become an integral part of the business of the Company and entire operation of the Company (along with the said plant) is considered as one Cash Generating Unit (CGU). Accordingly, revenue and profit or loss of the said plant since the acquisition date can not be measured

There were no acquisitions in the year ended 31 March 2022.

(ii) Significant judgement:

(1) Fair valuation of Property, Plant and Equipment, Land and Building

The fair valuation of land, property plant and equipment and Building is carried out by the registered valuer which is a significant judgement with respect to fair valuation of land, property plant and equipment and Building for purchase price allocation.

(2) Acquired receivables

The fair value of acquired trade receivables is H13,620.00 Lakhs. The gross contractual amount for trade receivables due is H1,930.00 Lakhs, with a loss allowance of H40.00 Lakhs.

(iii) Purchase consideration

Cash outflow

Acquisition-related costs

Acquisition-related costs of H22.00 Lakhs that were not directly attributable to the issue of shares are included in other expenses in the statement of profit and loss and in operating cash flows in the statement of cash flows.

Amounts recognized in other comprehensive income is Nil.

There were certain job work related transaction with GHCL prior to acquisition, however same was not material considering long term view of relationship.

c) Reclassificaiton/Regrouping

The figures for the corresponding previous year have been regrouped/reclassified wherever necessary after considering Company''s contractual rights, historical trends and the said disclosure being more relevant to the users of the financial statements and this being more consistent with peers. This change doesn''t result in any material quantitative and qualitative impact on the overall financial statements.

Further, in addition to the above, Pursuant to the scheme of amalgamation of Pranavaditya Spinning Mills Limited with the Company with effect from October 1,2020, the figures for the period ended March 31,2022 have been restated to give effect to the aforesaid merger.

Previous year figures of cash flow used in investing activities/operating activities have been reclassified on account of capital advances. Further, necessary regrouping/reclassification has been done to give impact of the above.

46. During the year, the Company has not received any grant. The Company has amortised the grant based on useful life of the plant and machinery and recognised income for current year of H46.22 Lakhs (Previous year H66.78 Lakhs) under other income (Refer Note No. 32).The balance amount of grant is shown as "Deferred Government Grants related to Property, Plant & Equipment" in noncurrent liability H810.05 Lakhs (Previous year H856.27 Lakhs) (Refer Note 25) and other current liability of H46.22 Lakhs (H46.22 Lakhs) (Refer Note 29). The company doesn''t have any unfulfilled conditions and other contingencies attaching to same.

Defined contribution plans

Provident Fund: The Company makes contribution to respective regional provident fund commissioners in relation to the workers employed at various location of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further obligations beyond its yearly contribution.

Employee State Insurance Scheme: The Company makes contribution towards Employees State Insurance scheme operated by ESIC Corporation (as applicable) . The contributions payable to these plans by the Company are at rates specified in the rules of the scheme. The Company recognises such contributions as an expense when incurred. The Company has no further obligations beyond its yearly contribution.

Labour Welfare Scheme: The Company makes contribution to state government in relation to labour employed at various location of the Company (as applicable). The Company recognises such contributions as an expense when incurred. The Company has no further obligations beyond its yearly contribution.

Defined Benefit Plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The said plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount as per Payment of Gratuity Act, 1972.

Leave Encashment Benefit

The Company provides for leave encashment, a defined benefit retirement plan covering eligible employees. The said plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount computed as per Company policy.

Risk exposure to defined benefit plans

The plans typically expose the Company to actuarial risks such as: asset volatility, interest rate risk, longevity risk and salary risk as described below:

Asset volatility

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Indian government securities; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

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

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation was carried out at March 31,2023. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

Expected contribution to the defined benefit plan for the next annual reporting period :

(i) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out at March 31, 2023. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is

unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years and same data,

method and assumptions have been used in preparing the sensitivity analysis which are used to determine period end defined

benefit obligation.

Contribution expected to be paid for the Plan of the Company during the year ended March 31,2024 - H196.06 Lakhs.

Weighted Average duration of the Plan is 12.64 years (previous year 13.16 years)

III. Assets and Liabilities which are measured at FVPL or FVOCI

This note provides information about how the Group determines fair values of various financial assets and financial liabilities measured at FVPL or FVOCI. Fair value of the Company''s financial assets and financial liabilities are measured on a recurring basis. Some of the Company''s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

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

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

50. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, interest rate risk and equity security price risk), credit risk and liquidity risk.

Market Risk

The Company''s seeks to minimise the effects of currency risk by using derivative and non derivative financial instruments to hedge risk exposures. The Group has Risk Management Policies to mitigate the risks in commodity prices and foreign exchange. The use of financial derivatives and non-derivatives is governed by the Group''s policies approved by the Board of Directors (BOD), which provide principles to use financial derivatives and non-derivative financial instruments, to hedge currency risk and commodity price risk. The Group does not enter into or trade financial instruments, including derivative financial instruments and non-derivative financial instruments for speculative purposes.

The periodical forex management report and commodity risk report as reviewed and approved by the management is placed before the Board of Directors for review.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Group''s position with regard to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Majority of the Group''s borrowings are linked to variability in Bank MCLR rate, repo rate, T Bills and SOFR rate .

According to the Company, interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, an analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. Above 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

Market Risk - Price Risk Exposure

The Company''s exposure to equity securities'' price risk arises from investments held by the Company and classified in the Balance Sheet at fair value through Profit and Loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Credit Risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

Expected credit loss on financial assets:

Cash and cash equivalent (including term deposits with Banks)

The Company has balances in cash and cash equivalents, term deposits with banks, loans to related parties, investments in debt securities security deposit, interest receivable on loans to related parties and investments. The Company is having balances in cash and cash equivalents, term deposits with banks which are nationalised and scheduled banks having high credit rating At each reporting date management assesses if there are any risk involved on account of adverse credit ratings, media events, regulator such as RBI updates on the bank etc. and hence perceive low credit risk of default.

Loans to related parties

Loans and interest receivable from related parties have low credit risk and the same has low credit risk as the borrower has a strong capacity to meet its contractual cash flow obligations in the near term, and adverse changes in economic and business conditions in the longer term might, but will not necessarily, reduce the ability of the borrower to fulfil its obligations hence no risk of default is perceived on them.

Trade receivables

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding looking information such as:

- Actual or expected significant adverse changes in business,

- Actual or expected significant changes in the operating results of the counterparty,

- Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

- Significant increase in credit risk on other financial instruments of the same counterparty,

- Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements.

The Company has customers with capacity to meet the obligations and therefore the risk of default is negligible or nil. Further, based on management estimate, unimpaired amounts that are past due by more than 30 days are collectible in full, considering the minimal historical default rate and analysis of customer credit risk. Based on the assessment the future market conditions and macro environment of the business is not adverse/negative and hence no impairment loss has been recognised during the reporting periods in respect of trade receivables.

Other financial assets

Based on the credit risk assessment, the ECL is provided on a forward looking basis using the expected credit loss (ECL) model.

Significant estimates and judgements: Impairment of financial assets. The impairment provision for financial assets disclosed above are based on assumption about risk of default and expected loss rates. The Company uses judgement in marking these assumptions and selecting the imputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of the financial assets and liabilities.

The amount of unused borrowing facilities (fund and non-fund based) available for future operating activities and to settle commitments is H80,519 Lakhs as at March 31,2023 (Previous year H32,673 Lakhs)

Derivative Financial instruments

The Company has adopted a Risk Management policy approved by the Board of Directors of the Company for managing foreign currency exposure. The policy enumerates the mechanism for Risk Identification, Risk Measurement and Risk Monitoring. The policy has approved a set of financial instruments for hedging foreign currrency risk. The Company mainly uses forward contracts to manage the foreign currency risk.

51 Capital Management

(a) Risk management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity. The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company''s objectives when managing capital are to:

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

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

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

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

The capital structure of the Company consists of net debt (borrowings as detailed in Notes 22 and 26 offset by cash and cash equivalents in Note 16) and total equity of the Group. The Company is not subject to any externally imposed capital requirements.

Notes

1 Earning for Debt Service - Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets - profit on sale of Fixed assets

2 Debt Service - Finance Cost Lease expense Long term borrowings paid during the year

3 Cost of goods sold - Cost of Materials Consumed Purchase of Stock-In-Trade Changes in Inventories of Work-In-Progress, Stock-In-Trade and Finished Goods Employee costs excluding Director''s remuneration Depreciation Other expenses (exclusion in other expenses - Commission, freight outwards, other selling expenses, loss on sale of assets, Provision for doubtful debts and miscellaneous expenses)

4 Net Revenue from operations - Revenue from Operations - Other Operating Revenue

5 Net Purchases - Total purchases of Raw material & components, Purchase of Stock-In-Trade and Purchases of Stores, Dyes and Packing Materials

6 Earning before Interest and Taxes - Profit before taxes Finance Charges

7 Capital Employed - Equity Non Current borrowings Current Borrowings Deferred Tax Liabilities

8 Total Debt - Long term borrowings Short term borrowings

54(a) Additional regulatory information required by Schedule III

i) Details of benami property held

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

ii) Borrowing secured against current assets

The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the group with banks and financial institutions were not in agreement with the unaudited books of account, however, the Company has filed revised returns or statement with such banks and financial institutions subsequent to the year end which are in agreement with the unaudited books of account.

iii) Wilful defaulter

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

iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year except for scheme of amalgmation reported under note no 45 of the Financial Statements.

vii) Utilisation of borrowed funds and share premium

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

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

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

viii) Undisclosed income

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

ix) Details of crypto currency or virtual currency

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

x) Valuation of Property, plant and equipments, right-of-use assets and intangible asset

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

54(b) Other regulatory information

i) Title deeds of immovable properties not held in name of the company

The title deeds of all the immovable properties other than mentioned below are in the name of the Company. (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note(s) [6]

ii) Registration of charges or satisfaction with Registrar of Companies

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

iii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

55 The Company has approved its Financial Statements in its board meeting dated May 30, 2023.

Signatures to Note 1 to 55 which form an integral part of Financial Statements

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Mar 31, 2018

1. CORPORATE INFORMATION

indo Count industries Limited (the ‘Company’) is a limited company incorporated and domiciled in india whose shares are publicly traded. The registered office is located at Office No.1, Plot No.266, Village Alte, Kumbhoj Road, Taluka Hatkanagale, Dist. Kolhapur-416109, Maharashtra, india.

The Company is one of india’s leading Home Textiles manufacturer. The Company has focused in some of the world’s finest fashion, institutional and utility bedding and has built significant presence across the globe. it exports to more than 54 countries.

The Financial statements of the Company for the year ended 31st March, 2018 were authorized for issue in accordance with a resolution of the Board of Directors on 4th May, 2018.

2. BASIS OF PREPARATION

Ministry of Corporate Affairs notified roadmap to implement indian Accounting Standards (‘ind AS’) notified under the Companies (indian Accounting Standards) Rules, 2015 as amended by the Companies (indian Accounting Standards) (Amendment) Rules, 2016. As per the said roadmap, the Company is required to apply ind AS starting from financial year beginning on or after 1st April, 2016. Accordingly, the financial statements of the Company have been prepared in accordance with the ind AS.

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

- Derivative financial instruments,

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

The financial statement are presented in indian Rupees (‘iNR’) and all values are rounded to the nearest lakhs, except otherwise indicated.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

in the process of applying the Company’s accounting policies, management has made judgements, which have the most significant effect on the amounts recognised in the financial statements.

Estimates and assumptions

the key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. the Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

the Company assesses at each reporting date whether there is an indication that an asset may be impaired. if any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. it is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

in assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. in determining fair value less costs of disposal, recent market transactions are taken into account. if no such transactions can be identified, an appropriate valuation model is used. these calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Defined benefit plans

the cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. these include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. the inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of financial assets

the impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. the Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

a) includes receipts for RS. 163.49 lakhs (previous year RS. 195.97 lakhs) held with bank as margin money against guarantee for Letters of Credit.

b) includes receipts for RS. 0.05 lakhs (previous year RS. 0.05 lakhs) lodged with Excise Department.

c) includes receipts for RS. 85.00 lakhs (previous year RS. 85.00 lakhs) held with bank as margin money against guarantee given to MSEB on behalf of indian Subsidiary.

* Pursuant to the approval of Board of Directors and members of the Company, w.e.f. 15th November, 2016 (“Record Date”), an equity share of face value of RS. 10 sub-divided into 5 equity shares of face value of RS. 2 each.

(b) Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of RS. 2 each. Each holder of equity shares is entitled to one vote per share, the company declares and pays dividend in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(ii) 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) there are no shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.

Nature and purpose of reserves:

i) Capital Reserve:

Capital Reserve standing in books against capital subsidy received against establishing manufacturing unit.

ii) Capital Redemption Reserve:

Capital Redemption Reserve was created for redemption of Preference Shares as per requirement of provisions of Companies Act, 2013. the Company may issue fully paid bonus shares to its members out of the capital redemption reserve account.

iii) Securities Premium Reserve:

Securities premium reserve is created when shares issued at premium. the Company may issue fully paid up bonus shares to its members or can buy-back of shares out of the security premium reserve account.

a) Secured by first pari-passu charge by way of mortgage of immovable properties of the company situated at Kolhapur, and by second pari-passu charge on hypothecation of all movable properties and current assets of the Company both present and future. Loans (including amounts appearing in current maturities of long term debts of RS. 630.16 lakhs (previous year RS. 200.00 lakhs).

b) Secured against machinery acquired, (including amount appearing in current maturity of long term debts RS. 657.92 lakhs (previous year RS. 533.87 lakhs).

Deferred tax asset in respect of long term capital losses of RS. 67.50 lakhs (previous year RS. 67.50 lakhs) has not been recognised in view of uncertainity of its realisation.

(a) Secured by first pari-passu charge by hypothecation on all Current Assets and movable assets and further secured by second pari-pasu charge on immovable properties of the company situated at kolhapur both present and future.

(a) the company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

* includes RS. 85.00 lakhs provided to an indian Subsidiary as margin money with banks in form of fixed deposit.

** Carrying amounts comprise of non-current and current provisions.

# Additional provision made during the year and reversal of unused amount are included in the respective head of accounts.

(ii) Nature of provisions:

(a) Bank guarantee amount is held by banks by way of margin money in the form of fixed deposits, for various credit facilities.

(b) Provision for excise duty /customs duty / service tax represents the differential duty liability that is expected to materialise in respect of matters in appeal.

(c) Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal.

(d) Corporate Bank guarantee amount represents guarantee given to a foreign bank on behalf of a foreign subsidiary and to MSEB for power supply by way of margin money in the form of fixed deposits, provided on behalf of an indian subsidiary company.

* includes RS. 85.00 lakhs provided to an indian Subsidiary as margin money with banks in form of fixed deposit.

(a) in terms of EPCG Licence issued, the company has undertaken an export obligation for RS. 58,156 lakhs, which is to be fulfilled over a period of 8 years. The company has completed the export obligation to the extent of RS. 51,823 lakhs till the year end, of which licenses of RS. 44,990 lakhs redeemed by the DGFT and the application for redemption of license submitted for RS. 6,833 lakhs. The export obligation for RS. 6,333 lakhs is to be fulfilled over a period of 8 years.

(b) in terms of advance license obtained for import of raw materials the company has undertaken an export obligation for USD 18.950 Mn. which is to be fulfilled over a period of 2 years. The company has completed the obligation to the extent of USD 18.950 Mn. The license redeemed by the DGFT amounting to USD 12.708 Mn. The balance licenses of USD 6.248 Mn. is submitted to DGFT for redemption.

(c) Under the package scheme of incentives of Government of Maharashtra for Mega Projects, the Company was eligible for VAT and Electricity duty refund benefits. However, if it contravenes any of the conditions of the scheme or eligibility certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed alongwith interest thereon together with costs, charges and expenses thereon.

(d) No provision has been made in the accounts towards electricity duty on electricity generated for captive use during the period 01.04.2000 to 30.04.2005 amounting to RS. 292.07 lakhs (previous year RS. 292.07 lakhs) excluding interest, as the company has won the case against MSEDCL vide order number 2204 of 2007 dated 07.11.2009 of the Hon’ble High Court of Jurisdiction at Mumbai whereby it was decided that no such duty is payable. MSEDCL has taken up this matter before Supreme Court with condonation of delay and matter is yet to be heard. As the matter is subjudice, the management feels that no provision is necessary.

4. RELATED PARTY DISCLOSURES

Related party disclosures as required by iND-AS 24 “Related Party Disclosures” are given below:

i) Key Management Personnel

1. Shri Anil Kumar Jain Executive Chairman

2. Shri Mohit Jain Managing Director (w.e.f. 09.05.2016)

3. Shri R. N. Gupta Joint Managing Director (upto 09.05.2016)

4. Shri K. R. Lalpuria Executive Director (upto 13-11-2017)

5. Shri Kamal Mitra Director (Works)

6. Shri P. N. Shah independent Director 7 Shri R. Anand independent Director

8. Shri Dilip thakkar independent Director

9. Shri Prem Malik independent Director

10. Shri Sushil Kumar Jiwarajka independent Director (upto 13-11-2017)

11. Dr. (Mrs.) Vaijayanti Pandit independent Director

ii) Relatives of Key Management Personnel

1. Smt. G. D. Jain

2. Smt. Shikha Jain

iii) Parties where Control Exists

A. Subsidiaries

1. Pranavaditya Spinning Mills Ltd.

2. indo Count Retail Ventures Pvt. Ltd.

3. indo Count Global inc., (USA)

4. indo Count UK Ltd., (United Kingdom)

5. indo Count Australia PTY Ltd.

6. Hometex Global DMCC, UAE

B. Associates

1. A. K. Jain HUF

C. Others

1. indo Count Foundation

5. it is management’s opinion that since the Company is exclusively engaged in the activity of manufacture of textile products which are governed by the same set of risks and returns. The same are considered to constitute a single reportable segment in the context of indian Accounting Standard (ind AS) 108 on “Operating Segments” issued by the institute of Chartered Accountants of india.

6.EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The particulars of expenditure are as follows:

a) Gross amount required to be spent by the Company during the year was RS. 619.92 lakhs (previous year RS. 463.05 lakhs).

b) Amount incurred during the year on:

Out of the above, the Company has paid RS. 225.29 lakhs (previous year RS. 248.75 lakhs) to indo Count Foundation.

7. DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

Defined contribution plans:

Amount of RS. 585.83 lakhs (previous year RS. 688.85 lakhs) is recognised as an expense and included in Employee benefits expense as under the following defined contribution plans (Refer Note 33, supra):

Defined benefit plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with indian law.

The Company makes annual contributions to the Life insurance Corporation of india, which is funded defined benefit plan for qualifying employees.

Leave Encashment benefit

The Company provides for leave encashment, a defined benefit retirement plan covering eligible employees. The Leave Encashment Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 12 days salary for each completed year of service, subject to maximum of 90 days till retirement.

The Company makes annual contributions to the Life insurance Corporation of india, which is funded defined benefit plan for qualifying employees.

Expected contribution to the defined benefit plan for the next annual reporting period

(i) the actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out at 31st March, 2018. the present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) the salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

8. FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS

the fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

the following methods and assumptions were used to estimate the fair values:

a) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments.

b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 : techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

9. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is set by the Board of Directors.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Interest rate risk

interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. in order to optimize the Company’s position with regards to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

Foreign currency risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.

Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. individual risk limits are set accordingly.

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

- Actual or expected significant adverse changes in business,

- Actual or expected significant changes in the operating results of the counterparty,

- Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

- Significant increase in credit risk on other financial instruments of the same counterparty,

- Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, they are recognised in profit or loss.

the Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend., industrial practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on historical data, loss on collection of receivable is not material hence, no additional provision considered.

Balance with banks is subject to low credit risks due to good credit ratings assigned to these banks.

The ageing analysis of the receivables (gross of provision) has been considered from the date the invoice falls due:

During the year the Company has recognised loss allowance of H Nil Under 12 months expected credit loss model.

No significant changes in estimation techniques or assumptions were made during the reporting period. Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. in addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

Capital Management

For the purposes of the Company’s capital management, capital includes issued capital and all other equity reserves. 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 gearing ratio, which is total debt divided by total capital plus debt.

10. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013.

There are no loans given, covered under section 186(4) of the Companies Act, 2013, and investments made are given under the respective heads.

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Mar 31, 2017

1 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the separate financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgments

In the process of applying the Company''s accounting policies, management has made judgments, which have the most significant effect on the amounts recognized in the financial statements.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Revaluation of property, plant and equipment

The Company has elected cost model for its PP& E and thus, the revaluation surplus existing as on the transition date under Indian GAAP has been derecognized in the retained earnings on the date of transition. Accordingly, depreciation on revaluation adjusted against revaluation surplus under Indian GAAP have been reversed under Ind AS and charged to statement of profit & loss.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or CGU''s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

‘Pursuant to the approval of Board of Directors and members of the Company, w.e.f. 15th November, 2016 (“Record Date”), an equity share of face value of ? 10 sub-divided into five equity shares of face value of ? 2 each.

(b) Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of ? 2 each (31.03.2016 and 01.04.2015 of ? 10 each). Each holder of equity shares is entitled to one vote per share, the company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(ii) 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.

Nature and purpose of reserves: i) Capital Reserve:

Capital Reserve standing in books against capital subsidy received against establishing manufacturing unit.

ii) Capital Redemption Reserve:

Capital Redemption Reserve was created for redemption of Preference Shares as per requirement of provisions of Companies Act, 2013. The Company may issue fully paid bonus shares to its members out of the capital redemption reserve account.

iii) Securities Premium Reserve:

Securities premium reserve is created when shares issued at premium. The Company may issue fully paid up bonus shares to its members or can buy back of shares out of the security premium reserve account.

a) Secured by first pari-passu charge by way of mortgage of all immovable properties and by second pari-passu charge by hypothecation of all movable properties and current assets (save and except stocks and book debts and moveable’s of electronic division) both present and future. Loans (including amounts appearing in current maturities of long term debts of Rs, 200.00 lakhs, (31.03.2016 Rs, 988.94 lakhs, 01.04.2015 Rs, 2071.95 lakhs).

b) Secured against hypothecation of Vehicles acquired under Auto Loan Schemes.

c) Secured against machinery acquired, (including amount appearing in current maturity of long term debts Rs, 533.87 lakhs (31.03.2016 Rs, 568.08 lakhs, 01.04.2015 Rs, 441.22 lakhs).

‘Includes Rs, 85.00 lakhs provided to an Indian Subsidiary as margin money with banks in form of fixed deposit.

**Carrying amounts comprise of non-current and current provisions.

#Additional provision made during the year and reversal of unused amount are included in the respective head of accounts.

ii. Nature of provisions:

(a) Provision for export LC discounting represents the amount of export bills discounted with banks.

(b) Bank guarantee amount is held by banks by way of margin money in the form of fixed deposits, for various credit facilities.

(c) Provision for excise duty /customs duty / service tax represents the differential duty liability that is expected to materialize in respect of matters in appeal.

(d) Provision for litigation related obligations represents liabilities that are expected to materialize in respect of matters in appeal.

(e) Corporate Bank guarantee amount represents guarantee given to a foreign bank on behalf of a foreign subsidiary and to MSEB for power supply by way of margin money in the form of fixed deposits provided on behalf of an Indian subsidiary company.

* Includes Rs, 85.00 lakhs provided to an Indian Subsidiary as margin money with banks in form of fixed deposit.

(a) In terms of EPCG Licence issued, the Company has undertaken an export obligation for Rs, 53,669 lakhs, which is to be fulfilled over a period of 8 years. The Company has completed the export obligation to the extent of Rs, 47,719 lakhs till the year end, of which licenses of Rs, 38,722 lakhs redeemed by the DGFT and the application for redemption of license submitted for Rs, 8,997 lakhs. The export obligation for Rs, 5,950 lakhs is to be fulfilled over a period of 8 years.

(b) In terms of advance license obtained for import of raw materials the Company has undertaken an export obligation for USD 18.950 Mn., which is to be fulfilled over a period of 2 years. The Company has completed the obligation to the extent of USD 15.441 Mn. The license redeemed by the DGFT amounting to USD 12.708 Mn. The balance obligation of USD 3.508 Mn. is to be fulfilled over a period of 2 year.

(c) Under the package scheme of incentives of Government of Maharashtra for Mega Projects, the Company was eligible for VAT and Electricity duty refund benefits. However, if it contravenes any of the conditions of the scheme or eligibility certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon.

(d) No provision has been made in the accounts towards electricity duty on electricity generated for captive use during the period 01.04.2000 to 30.04.2005 amounting to Rs, 292.07 lakhs (31.03.2016 Rs, 292.07 lakhs,

01.04.2015 Rs, 292.07 lakhs) excluding interest, as the company has won the case against MSEDCL vide order number 2204 of 2007 dated 07.11.2009 of the Hon''ble High Court of Jurisdiction at Mumbai whereby it was decided that no such duty is payable. MSEDCL has taken up this matter before Supreme Court with condo nation of delay and matter is yet to be heard. As the matter is subjudice, the management feels that no provision is necessary.

2. RELATED PARTY DISCLOSURES

Related party disclosures as required by IND-AS 24 “Related Party Disclosures” are given below:

i) Key Management Personnel

1. Shri Anil Kumar Jain Executive Chairman

2. Shri Mohit Jain Managing Director (w.e.f. 09.05.2016)

3. Shri R. N. Gupta Joint Managing Director (upto 09.05.2016)

4. Shri K. R. Lalpuria Executive Director

5. Shri Kamal Mitra Director (Works)

6. Shri P. N. Shah Independent Director

7. Shri R. Anand Independent Director

8. Shri Dilip Thakkar Independent Director

9. Shri Prem Malik Independent Director

10. Shri Sushil Kumar Jiwarajka Independent Director

11. Dr. (Mrs.) Vaijayanti Pandit Independent Director

ii) Relatives of Key Management Personnel

1. Smt. G. D. Jain

2. Smt. Shikha Jain

iii) Parties where Control Exists

A. Subsidiaries

1. Pranavaditya Spinning Mills Ltd.

2. Indo Count Retail Ventures Pvt. Ltd.

3. Indo Count Global Inc., (USA)

4. Indo Count UK Ltd.; (United Kingdom)

B. Associates

1. Unic Consultants

2. A. K. Jain HUF

C. Others

1. Indo Count Foundation

3. It is management''s opinion that since the Company is exclusively engaged in the activity of manufacture of textile products which are governed by the same set of risks and returns. The same are considered to constitute a single reportable segment in the context of Indian Accounting Standard (IND AS) 108 on “Operating Segments” issued by the Institute of Chartered Accountants of India.

4. EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The particulars of expenditure are as follows:

a) Gross amount required to be spent by the Company during the year was Rs, 463.05 lakhs (previous year Rs, 237.11 lakhs).

Defined benefit plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with Indian law.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

Leave Encashment benefit

The Company provides for leave encashment, a defined benefit retirement plan covering eligible employees. The Leave Encashment Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 12 days salary for each completed year of service, subject to maximum of 90 days till retirement.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

Expected contribution to the defined benefit plan for the next annual reporting period

(i) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out at 31st March, 2017. The present value of the defined benefit obligation and the relate current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

5. FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments.

b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

6. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Board of Directors.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regards to

interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.

Credit Risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

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

- Actual or expected significant adverse changes in business,

- Actual or expected significant changes in the operating results of the counterparty,

- Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

- Significant increase in credit risk on other financial instruments of the same counterparty,

- Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, they are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industrial practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on historical data, loss on collection on receivable is not material hence no additional provision considered.

During the year the Company has recognized loss allowance of '' Nil Under 12 months expected credit loss model.

No significant changes in estimation techniques or assumptions were made during the reporting period. Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

Capital Management

For the purposes of the Company''s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company''s Capital Management is to maximize 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 gearing ratio, which is total debt divided by total capital plus debt.

48. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013.

There are no loans given, covered under section 186(4) of the Companies Act, 2013, and investments made are given under the respective heads.

Corporate guarantee given by the Company in respect of loans as at 31st March, 2017:

49. FIRST-TIME ADOPTION OF IND AS

These financial statements, for the year ended 31^st March 2017, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31^st March 2016, the Company prepared its financial statements in accordance with Indian GAAP, including accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014.

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on or after 31^st March 2017, together with the comparative period data as at and for the year ended 31^st March 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1^st April 2015, the Company''s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1^st April 2015 and the financial statements as at and for the year ended 31^st March 2016.

Exemptions applied

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

a) Leasehold land and buildings, and plant, were carried in the balance sheet prepared in accordance with Indian GAAP on the basis of valuations performed in earlier years . The Company has elected to regard those values as deemed cost at the date of the transition since they were broadly comparable to fair value.

b) Appendix C to Ind-AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind-AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has done the assessment of lease contracts based on conditions prevailing as at the date of transition.

c) The Company has elected to apply previous GAAP carrying amount of its investment in subsidiaries as deemed cost as on the date of transition to Ind AS.

Exception

The following mandatory exceptions have been applied in accordance with Ind AS 101 in preparing the financial statements.

a) Estimates

The estimates at 1st April, 2015 and 31st March, 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences if any, in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

- Impairment of financial assets based on expected credit loss model:

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at the transition date and as of 31st March, 2016.

b) Derecognition of financial assets and financial liabilities

The Company has elected to apply the derecognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

c) Classification and measurement of financial assets

The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

Footnotes to the reconciliation of equity as at 1^st April, 2015 and 31st March, 2016 and profit or loss for the year ended 31^st March 2016:

(a) Derivative instruments

The fair value of forward foreign exchange contracts is recognized under Ind AS, and was not recognized under Indian GAAP. The contracts, which were designated as hedging instruments under Indian GAAP, have been designated as at the date of transition to Ind AS as fair value hedging instrument of expected future sales for which the Company has firm commitments. The corresponding adjustment has been recognized as a separate component of current financial asset. On the date of transition, derivative asset was debited by '' 1,664.09 lakhs on 1^st April, 2015 and net movement of '' 801.32 lakhs during the year ended on 31^st March, 2016 was recognized in statement of profit & loss and subsequently taken to derivative asset.

(b) Defined benefit obligation

Both under Indian GAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the

AS proposed dividend is recognized as a liability in the period in which it is declared by the Company, usually when approved by shareholders in Annual General meeting, or paid.

Therefore, the dividend liability (proposed dividend) including dividend distribution tax liability amounting to '' 475.17 lakhs has been derecognized in the retained earnings as on date of transition.

(k) Cash Discount & claims paid

Under Indian GAAP, cash discount of Rs, 1,926.68 lakhs and claims paid of Rs, 301.11 lakhs were recognized as part of other expenses which has been adjusted against the revenue under Ind AS during the year ended 31st March, 2016.

(l) Interest component in revenue

Under Indian GAAP, invoice amounts were considered as revenue, irrespective of different credit terms with different customers adjusted against revenue under Ind AS during the year ended 31st March, 2016.

(m)Long Term Security Deposits

Under Indian GAAP the interest free security deposits, with fixed terms, were considered at cost basis. Under Ind-AS these financial assets have been adjusted to be carried at mortised cost, resulting in impact of the present value being treated as cost and the interest accrual recorded to restate the asset balance over its term.

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Mar 31, 2016

1. CAPITAL WORK IN PROGRESS

Capital work in progress does not include capital advances Rs. 886.75 lac (previous year Rs. 884.53 lac).

2. Exceptional items represents recompense amount paid in respect of financial restructuring package as approved by Empowered Group of Corporate Debt Restructuring (CDR) on July 1, 2008. The company is out of CDR mechanism.

3. Related Party Disclosure:

Related party disclosures as required by AS - 18 "Related Party Disclosures" are given below:-

A. Relationship

i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and Managing Director

2. Shri R. N. Gupta - Joint Managing Director

3. Shri K.K. Lalpuria - Executive Director

4. Shri Kamal Mitra - Director (Works]

ii) Relatives of key management personnel

1. Smt. G.D.Jain

2. Smt. Shikha Jain

3. Smt. Neha Singhvi

4. Shri Mohit Jain

iii) Parties where control exists

A. Subsidiary

1. Pranavaditya Spinning Mills Ltd.

2. Indo Count Global Inc. (USA]

B. Associates

1. Margo Finance Ltd.

2. Unic Consultants

3. A.K.Jain HUF

4. It is managements opinion that since the company is exclusively engaged in the activity of manufacture of textile products which are governed by the same set of risks and returns. The same are considered to constitute a single reportable segment in the context of Accounting Standard on "Segment Reporting" issued by the Institute of Chartered Accountants of India.

5. Figures for the previous year have been regrouped / rearranged wherever considered necessary.

6. In the opinion of the management, the current assets, loans and advances are expected to realise at least the amount at which they are stated, if realised in the ordinary course of business and provision for all known liabilities has been adequately made in the accounts.

7. Figures have been rounded off to the nearest Rs. lac.

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Mar 31, 2015

1 SHARE CAPITAL

Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share, The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Di- rectors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

2. (i) The Shareholders of the Company in their Extra Ordinary General Meeting held on 17-11-2012 accorded their approval for issue

and allotment of 11,00,000 equity shares of Rs. 10/- each on preferential basis to promoter group companies. The allotment has been made on 10-04-2014.

(ii) The Shareholders of the Company in their Extra Ordinary General Meeting held on 11-09-2013 accorded their approval for issue and allotment of 28,98,300 equity share warrants at Rs. 17.25 each (including premium of Rs. 7.25 each) on preferential basis to promoter group . The Company alloted 28,98,300 equity shares at a premium of Rs. Rs. 7.25 each on 20-12-2014 and shall be subject to a lock-in period as specified under Regulation 78 of Chapter VII of the SEBI ICDR Regulations, 2009.

3. CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)

A. Contingent Liabilities

Rs. in lac

Particulars As at As at 31.05.2015 31.03.2014

i) Amount outstanding in respect of export 3,328.93 4,999.82 bills discounted under Export Letters of Credit (Since realised Rs. 1,427.53 lac, previous year Rs. 3,300.88 lac)

ii) Bank Guarantees * 699.74 427.59

iii) Claims against the company not acknowledged as debts against which payments made Rs. 34.22 180.96 384.80 lac (previous year Rs. 34.22 lac)

iv) CSR Expenses 76.84 -

v) Corporate guarantee given to a bank for 5,312.50 3,597.09 securing financial assistance to: - Foreign Subsidiary

*(a) The Company has given bank guarantee for Rs. 0.42 lac to DGFT on behalf of Pranavaditya Spinning Mills Limited, subsidiary company for duty free import of machines.

(b) In terms of EPCG Licence issued, the company has undertaken an export obligation for Rs. 42,042.03 lac, which is to be fulfilled over a period of 8 years. The company has completed the export obligation to the extent of Rs. 40,756.98 lac till the year end, of which licenses of Rs. 36,102.25 lac redeemed by the DGFT and the application for redemption of license submitted for Rs. 4,654.73 lac. The balance export obligation for Rs. 1,285.22 lac is to be fulfilled over a period of 8 years.

(c) In terms of advance license obtained for import of raw materials the company has undertaken an export obligation for USD 12.156 Mn. which is to be fulfilled over a period of 2 years. The company has completed the obligation to the extent of USD 11.942 Mn. The license redeemed by the DGFT amounting to USD 3.537 Mn. and application for redemption of license submitted for USD 8.405 Mn. The balance obligation of USD 0.214 Mn. is to be fulfilled over a period of 1 year.

(d) Under the package scheme of incentives of Government of Maharashtra for Mega Projects , the company is eligible for VAT and Electricity duty refund benefits for its home textiles and consumer durable goods divisions. However, if it contravenes any of the conditions of the scheme or eligibility certificate or certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon.

(e) No provision has been made in the accounts towards electricity duty on electricity generated for captive use during the period 01-04-2000 to 30-04-2005 amounting to Rs. 292.07 lac (previous year Rs. 292.07 lac) excluding interest, as the company has won the case against MSEDCL vide order number 2204 of 2007 dated 07-11-2009 of the Hon'ble High Court of Jurisdiction at Bombay whereby it was decided that no such duty is payable. MSEDCL has taken up this matter before Supreme Court with condonation of delay and matter is yet to be heard. As the matter is subjudice, the management feels that no provision is necessary.

b Commitments

Rs. in lac

Particulars As at As at 31.05.2015 31.03.2014

a) Estimated amount of contracts (net of advances) remaining to be executed on capital 3,181.27 2,066.10 account and not provided for

b) Letter of credits opened for which the 453.72 1,715.55 material has not yet been shipped

4. Based on reference of Union Bank Of India, the Lead Bank, a financial restructuing package was approved by Empowered Group of Corporate Debt Restructuring (CDR-EG) on July 01, 2008 being the COD of CDR.

The CDR-EG approved the exit of the Company from CDR Mechanism w.e.f. April 01, 2014 in their meeting held on March 26, 2015. Therein, the CDR-EG has accepted total recompense amount of Rs. 2,446.23 lac (net of concessions) as certified by the Concurrent Auditor appointed by the CDR lenders vide their certificate dated February 21, 2015 for nine lenders. In addition, for two lenders, Company settled their dues in January 2015 by paying ' 128.13 lac.

The Company has paid recompense amount (net of concessions agreed by the lenders) shown under Exceptional items. Consequently, the Company is out of CDR mechanism.

5. Related Party Disclosure:

Related party disclosures as required by AS - 18 "Related Party Disclosures" are given below:-

A. Relationship

i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and Managing Director

2. Shri R. N. Gupta - Joint Managing Director

3. Shri K. R. Lalpuria - Executive Director

4. Shri Kamal Mitra - Director (Works)

ii) Relatives of key management personnel

1. Smt. G.D. Jain

2. Smt. Shikha Jain

3. Smt. Neha Singhvi

4. Shri Mohit Jain

iii) Parties where control exists

A. Subsidiary

1. Pranavaditya Spinning Mills Ltd.

2. Indo Count Global Inc. ( USA)

B. Associates

1. Margo Finance Ltd.

2. Unic Consultants

3. A.K. Jain HUF

6. Effective 1st April, 2014, the company has revised its estimated useful life of fixed assets, wherever appropriate, on the basis of useful life specified in Schedule II of the Companies Act, 2013. The carrying amount as on 1st April, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charged for the period ended 31st March, 2015 is lower by Rs. 434.93 lac and the effect relating to the period prior to 1st April, 2014 is Rs. 88.52 lac (net of deferred tax asset of Rs. 42.52 lac) which has been adjusted against opening balance of retained earnings.

7. The Company has not recovered Rs. 158.54 lac (net of Rs. 30.00 lac) for the year 2013-14 from M/S Unic Consultants agaist excess commission disallowed by the Company Law Board vide their order dated 13th August, 2014. The Company has made fresh application on 23rd March, 2015 for review of their earlier order for allowability of the excess amount paid. Out of current year's commission, the Company has retained the above excess amount, pending review by Ministry of Corporate Affairs.

8. Figures for the previous year have been regrouped / rearranged wherever considered necessary.

9. In the opinion of the management, the current assets, loans and advances are expected to realise at least the amount at which they are stated, if realised in the ordinary course of business and provision for all known liabilities has been adequately made in the accounts.

10. Figures have been rounded off to the nearest Rs. in lac.

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Mar 31, 2014

1.Terms / rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share, The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(ii) 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.

2. (i) The Shareholders of the Company in their Extra Ordinary General Meeting held on 17-11-2012 accorded their approval for issue and allotment of 11,00,000 equity shares of Rs 10/- each on preferential basis to promoter group companies. However, allotment will be made on receipt of approval for the same from Stock Exchanges. Pending approval, the amount has been reflected under Share Application Money Pending Allotment.

(ii) The Shareholders of the Company in their Extra Ordinary General Meeting held on 11-09-2013 accorded their approval for issue and allotment of 28,98,300 equity share warrants ot Rs 17.25 each (including premium of Rs 7.25 each) on preferential basis to promoter group . However, allotment will be made on receipt of approval for the same from Stock Exchanges. Pending approval, the amount has been reflected under Warrant Application Money Pending Allotment.

3.a) Based on reference of Union Bank of India, the Lead Bank, a financial restructuring package was approved by Empowered Group of Corporate Debt Restructuring (CDR-EG).

While the company had given effect of the restructuring package in its books of account, banks have continued to raise demand notices for interest payment at the rate of interest charged prior to the sanction of restructuring package.

The company has taken up the matter with the banks and accordingly the resultant difference in interest (which is still under reconciliation / determination) between the demand notice received from banks and as per company''s books of account, has not been provided, as the liability is not payable.

b) Secured inter se on pari-passu basis by way of mortgage of all immovable properties and hypothecation of all movable properties (save and except stocks and book debts and moveables of electronic division) both present and future. Loans (including current maturities of long term debts) of Rs 11,736.29 lac (previous year Rs 15,764.11 lac) are additionally secured by personal guarantee of the Managing Director. The term loans are further secured by way of first charge on the existing fixed assets of a Indian Subsidiary Company.

c) Secured against third charge on the fixed assets of the company. Loans (including current maturities of long term debts) of Rs 1,802.99 lac (previous year Rs 2,434.72 lac) are additionally secured by personal guarantee of the Managing Director. The demand term loans are further secured by way of second charge on the existing fixed assets of a Indian Subsidiary Company.

4. DEFERRED TAX ASSETS

As required under Accounting standard (AS-22), ''Accounting for taxes on income'' issued by the Institute of Chartered Accountants of India, the Company is required to account for deferred taxation while preparing its accounts.

5. CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)

A. Contingent Liabilities [Rs in lac] Particulars As at 31.03.2014 As at 31.03.2013 i) Amount outstanding in respect of export bills discounted under Export Letters of Credit (Since realised Rs 3,300.88 lac, previous year Rs 6,100.46 lac) 4,999.82 7,469.84 ii) Bank Guarantees * 427.59 368.25 iii) Claims against the company not acknowledged as debts 333.53 12.38 iv) Corporate guarantee given to a bank for securing financial assistance to subsidiary company - Indian Subsidiary - 200.00 - Foreign Subsidiary 3,597.09 -

(a) Includes bank guarantee given by the company for Rs 4.11 lac to DGFT on behalf of Pranavaditya Spinning Mills Limited, subsidiary company for duty free import of machines.

(b) In terms of EPCG Licence issued, the company has undertaken an export obligation for Rs 39,174.43 lac, which is to be fulfilled over a period of 8 years. The company has completed the obligation to the extent of Rs 30,246.54 lac and license redeemed by the DGFT. The export obligation for Rs 8,927.89 lac is to be fulfilled over a period of 8 years.

(c) In terms of advance license obtained for import of raw materials the company has undertaken an export obligation for USD 12.37 Mn. which is to be fulfilled over a period of 2 years.The company has completed the obligation to the extent of USD 9.13 Mn. and license redeemed by the DGFT. The balance obligation of USD 3.24 Mn. is to be fulfilled over a period of 1 year.

(d) Under the package scheme of incentives of Government of Maharashtra for Mega Projects , the company is eligible for VAT and Electricity duty refund benefits for its home textiles and consumer durable goods divisions. However, if it contravenes any of the conditions of the scheme or eligibility certificate or certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon.

(e) No provision has been made in the accounts towards electricity duty on electricity generated for captive use during the period 01-04-2000 to 30-04-2005 amounting to Rs 292.07 lac (previous year Rs 292.07 lac) excluding interest, as the company has won the case against MSEDCL vide order number 2204 of 2007 dated 07-11-2009 of the Hon''ble High Court of Jurisdiction at Bombay whereby it was decided that no such duty is payable. MSEDCL has taken up this matter before Supreme Court with condonation of delay and matter is yet to be heard. As the matter is subjudice, the management feels that no provision is necessary.

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Mar 31, 2013

1. FORWARD CONTRACTS

a) The company has outstanding foreign currency related derivative contracts in the form of options for helping its business related exposure which are not speculative in nature. The contracts have long dated tenor with multiple contigent / uncertain events. As such ascertainment of fair value of these contracts is not feasible. However , banks estimate the total mark to market (MTM) of all outstanding contracts at approx. loss of Rs.Nil as at 31-03-2013, ( previous year loss of Rs.2,409 lac). The management is of the opinion that the determination and crystalisation of liability is dependant upon the outcome of uncertain future events or actions, not wholly within the control of the Company. As adoption of AS-30 is presently not mandatory, the estimated MTM loss of Rs.Nil for the year ended 31-03-2013 (previous year loss of Rs.2,409 lac) has not been provided.

b) Outstanding derivatives instruments as at 31-03-2013 entered by the Company :-

2. Related Party Disclosure:

Related party disclosures as required by AS - 18 "Realted Party Disclosures" are given below:- A. Relationship

i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and Managing Director

2. Shri R. N. Gupta - Joint Managing Director

3. Shri K.K. Lalpuria - Execitive Director

4. Shri Kamal Mitra - Director (Works) ii) Relatives of key management personnel

1. Smt. G.D. Jain

2. Smt. Shika Jain

3. Ms. Neha Singhvi

4. Shri Mohit Jain

iii) Parties where control exists A. Subsidiary

1. Pranavaditya Spinning Mills Ltd.

2. Indo Count Global Inc. ( USA) B Associates

1. Margo Finance Ltd.

2. Indocount Securities Ltd.

3. Rini Investment and Finance Pvt. Ltd.

4. Sky Rise Properties Pvt. Ltd.

5. Unic Consultants

6. Yarntex Exports Ltd.

7. A.K. Jain HUF

3. Figures for the previous year have been regrouped / rearranged wherever considered necessary.

4. In the opinion of the management, the current assets, loans and advances are expected to realise at least the amout at which they are stated, if realised in the ordinary course of business and provision for all known liabilities has been adequetly made in the accounts.

5. Figures have been rounded off to the nearest rupee in lac

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Mar 31, 2012

A) Based on reference of Union Bank of India, the Lead Bank, a financial restructuring package was approved by Empowered Group of Corporate Debt Restructuring (CDR-EG).

While the company had given effect of the restructuring package in its books of account, banks have continued to raise demand notices for interest payment at the rate of interest charged prior to the sanction of restructuring package.

The company has taken up the matter with the banks and accordingly the resultant difference in interest (which is still under reconciliation / determination) between the demand notice received from banks and as per company's books of account, has not been provided, as the liability is not payable.

b) Secured inter se on pari-passu basis by way of mortgage of all immovable properties and hypothecation of all movable properties (save and except stocks and book debts and moveables of electronic division) both present and future. Loans (including current maturities of long term debts) of Rs. 18,339.53 lacs (previous year Rs. 20,745.38 lacs) are additionally secured by personal guarantee of the Managing Director.

c) Secured against third charge on the fixed assets of the company. Loans (including current maturities of long term debts) of Rs. 2,793.25 lacs (previous year Rs. 3,185.97 lacs) are additionally secured by personal guarantee of the Managing Director.

d) Secured against hypothecation of Vehicles acquired under Auto Loan Schemes.

e) The term loans are further secured by way of first / second charge on the existing fixed assets of a subsidiary company. Further, the company has pledged 72,16,512 equity shares held by it in a subsidiary company, as per CDR stipulation. However, the company has complied all the stipulations of CDR terms and the pledged shares are yet to be released.

In terms of master restructuring agreement dated 30-03-2009, if the company commits a default in payment or repayment of three consecutive installment of principal amounts of the facilities or interest thereon or any combination thereof, then, the lenders shall have the right to convert, at their option, the whole of the outstanding amount of the facilities and /or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the company, at par, in the manner specified in a notice in writing to be given by the lenders to the company prior to the date on which the conversion is to take effect, which date shall be specified in the said notice.

Secured by hypothecation of Raw materials, Semi finished goods, Finished goods, Stores and Spares, Goods in transit and Book Debts of Spinning and Home textile divisions, and further secured by second charge on Fixed Assets both present and future and personally guaranteed by the Managing Director.

1. TRADE PAYABLES

(a) The names of small scale industrial undertakings to whom the company owes any sum together with interest and outstanding for more than thirty days: Saikrupa Industries

Payments against supplies from small-scale industries are made in accordance with agreed terms. Besides, there are no claims from the parties for interest on overdue payments.

(b) The company has not received any intimation from other suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

(c) Includes amount payable to a subsidiary Rs. 0.04 lac(previous year Rs. 0.04 lac ).

Includes

a) * (i) 10 shares of Rs. 50/-each of Arcadia Premises Co-operative Society Ltd.

b) # One vehicle costing Rs. 38.45 lac, is in the name of the Managing Director as a nominee of the Company.

c) The company revalued its land, buildings and plant & machinery (except for electronics division and 2 D.G. sets of spinning division ) as on 01 -10- 2008 based on the valuation made by an approved valuer. Accordingly, the original cost of such assets resulted in gross increase in the value of assets over their original cost by Rs. 15,092.28 lac , increase in depreciation upto 31-03-2012 on revaluation by Rs. 3,500.17 lac and thereby net revaluation reserve as at 31-03-2012 is Rs. 11,592.11 lac.

d) Revaluation of 2 D.G. sets of spinning division was carried out on 01 -04-2009 by an approved valuer.The revaluation resulted in a gross increase in the value of assets over their original cost by Rs. 1,238.07 lac. increase in depreciation up to 31 -03-2012 on revaluation by Rs. 309.40 lac and thereby net revaluation reserve as at 31-03-2012 is Rs. 928.67 lac.

2. CAPITAL WORK IN PROGRESS

Capital work in progress does not include capital advances Rs. 54.10 lac (previous period Rs. 13.15 lac).

3. DEFERRED TAX ASSETS

As required under Accounting Standard (AS-22), 'Accounting for taxes on income' issued by the Institute of Chartered Accounts of India, the Company is required to account for deferred taxation while preparing its accounts. The details of deferred tax assets / liabilities are as under:

Includes balance in current account with The Kolhapur Urban Co-operative Bank Ltd. Rs. 4.82 lac (previous year Rs. 0.88 lac ) maximum amount outstanding anytime during the year Rs. 5.49 lac (previous year Rs. 4.06 lac) and The Shamrao Vittal Co-operative Bank Rs. 2.83 lac (previous year Rs. 2.08 lac) , maximum amount outstanding anytime during the year Rs. 3.63 lac (previous year Rs. 3.95 lac)

** Includes receipts for Rs. 0.01 lac ( previous year Rs. 0.01 lac ) lodged with Sales Tax Department

4. CONTINGENT LIABILITIES AND COMMITMENTS

(to the extent not provided for)

(a) Contingent Liabilities

Particulars [Rs. in lac]

As at 31-03-2012 As at 31-03-2011

i) Amount outstanding in respect of export bills 3,328.23 4,103.98 discounted under Export Letters of Credit (Since realised Rs. 3,152 lac, previous year Rs. 2,901.56 lac)

ii) Bank Guarantees * 697.04 673.92

iii) Claims against the company not acknowledged as debts 12.38 11.10

iv) Income Tax / Custom duty demands disputed in appeals - 21.13

v) Corporate guarantee given to a bank for securing financial assistance to subsidiary company 200.00 100.00

* The Company has given bank guarantee for Rs. 4.11 lac to DGFT on behalf of Pranavaditya Spinning Mills Limited, subsidiary company for duty free import of machines.

(b) In terms of EPCG Licence issued, the company has undertaken an export obligation for Rs. 30,510.02 lac, which is to be fulfilled over a period of 8 years. The company has completed the obligation to the extent of Rs. 26,857.99 lac and necessary application for redemption of license against which obligation is completed has been made to DGFT.

(c) In terms of advance license obtained for import of raw cotton the company has undertaken an export obligation for Rs. 1,702.62 lac which is to be fulfilled over a period of 2 years. The company has completed the obligation to the extent of Rs. 1,669.33 lac

(d) Under the package scheme of incentives of Government of Maharashtra for Mega Projects , the company is eligible for VAT and Electricity duty refund benefits for its home textiles and consumer durable goods divisions However, if it contravenes any of the conditions of the scheme or eligibility certificate or certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon

(e) Commitments

* Includes tax deducted at source Rs. 0.35 lac ( previous year Rs. 1.01 lac) Includes tax deducted at source Rs. 2.08 lac, ( previous year Rs. 2.79 lac)

(a) Includes operating lease:

i. The company has entered into lease arrangements , for renting specified machinery at a rent of Rs. 2.23 lac per month for a period of 120 months and are renewable at the option of the lessee after the end of the term.

* Includes purchased from a subsidiary company Rs. 549.39 lac (previous year Rs. 526.31 lac)

5. EMPLOYEE BENEFITS EXPENSE

* Includes a sum of Rs. 96.54 lac paid to Managing Director and Executive Director as per sanction of shareholder It exceeds by Rs. 48.54 lac as per Schedule XIII of Companies Act 1956 due to inadequacy of profit. The company is the process of applying to Company Law Board / shareholders for approval of the excess remuneration paid .

6. OTHER EXPENSES

(b) Includes payment to auditors

7. FORWARD CONTRACTS

a) The company has outstanding foreign currency related derivative contracts in the form of options for helping its business related exposure which are not speculative in nature. The contracts have long dated tenor with multiple contigent / uncertain events. As such ascertainment of fair value of these contracts is not feasible. However, banks estimate the total mark to market (MTM) of all outstanding contracts at approx. Rs. 2,409 lacs as at 31-03- 2012, (previous year Rs. 607 lac). The management is of the opinion that the determination and crystalisation of liability is dependant upon the outcome of uncertain future events or actions, not wholly within the control of the Company. As adoption of AS-30 is presently not mandatory, the estimated MTM loss of Rs. 2,409 lac for the year ended 31 -03-2012 (previous year Rs. 607 lac) has not been provided.

b) Outstanding derivatives instruments as at 31 -03-2012 entered by the Company :-

8. RELATED PARTY DISCLOSURES:

Related party disclosures as required by AS -18 "Related Party Disclosures" are given below: - A. Relationship

(i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and Managing Director

2. Shri R. N. Gupta - Joint Managing Director

3. Shri K. K. Lalpuria - Executive Director

4. Shri Kamal Mitra - Director (Works) (ii) Relatives of key management personnel

1. Smt.G. D.Jain

2. Smt.Shikha Jain

3. Ms. NehaJain

4. Shri MohitJain

(iii) Parties where control exists A. Subsidiary

1. Pranavaditya Spinning Mills Ltd.

2. Indocount Global Inc. (USA)

B. Associates

1. Margo Finance Ltd.

2. Indocount Securities Ltd.

3. Rini Investment and Finance Pvt. Ltd.

4. Sky Rise Properties Pvt. Ltd.

5. Unic Consultants

6. Yarntex Exports Ltd.

7. A. K. Jain

10. Figures for the previous year have been regrouped / rearranged wherever considered necessary.

11. In the opinion of the management, the current assets, loans and advances are expected to realise at least the amount at which they are stated, if realised in the ordinary course of business and provision for all known liabilities has been adequetly made in the accounts.

12. Figures have been rounded off to the nearest rupees in lac.

13. Additional Information (Pursuant to the provisions of Part II and Part IV of Schedule VI to the Companies Act 1956 a) The Ministry of Corporate Affairs, Government of India vide its General Notification No. S.O.301 ( E) dated 8th February,2011 issued under Section 211 (3) of the Companies Act, 1956 has exempted certain classes of companies from disclosing certain information in their profit and loss account. The Company being an 'export oriented company' in entitled to the exemption. Accordingly, disclosures mandated by paragraph 3(i)(a), 3(ii)(b) and 3(ii)(d) of Part II, Schedule VI to the Companies Act, 1956 have not been provided.

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Mar 31, 2011

As at As at 31-03-2011 31-03-2010 (Rs. in (Rs. in lac) lac)

1. Contingent liabilities not provided for in respect of -

(i) Amount outstanding in respect of export bills discounted 4,103.98 2,641.38 under Export Letters of Credit (Since realized Rs. 2,901.56 lac, previous year Rs. 1,401.71 lac)

(ii) Bank Guarantees * 673.92 389.79

(iii) Claims not acknowledged as 11.10 10.78 debts

(iv) Income tax/Custom Duty demands 21.13 30.69 disputed in appeals

(v) Corporate guarantee given to a 100.00 100.00 bank for securing financial a ssistance to subsidiary Company.

* The Company has given bank guarantee for Rs. 4.11 lac to DGFT on behalf of Pranavaditya Spinning Mills Limited, Subsidiary Company for duty free import of Machines.

2. (b) The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

3 (a) In terms of EPCG Licence issued, the Company has undertaken an export obligation for Rs. 378.12 lac, which is to be fulfilled over a period of 8 years. The Company has already completed this obligation and necessary application for redemption of license is being made to DGFT.

(b) In terms of advance license obtained for import of raw cotton the Company has undertaken an export obligation for Rs. 1,702.62 lac which is to be fulfilled over a period of 2 years.

4. Under the package scheme of incentives of Government of Maharashtra for Mega Projects, the Company is eligible for VAT and Electricity duty refund benefits for its home textiles and consumer durable goods divisions. However, if it contravenes any of the conditions of the scheme or eligibility certificate or certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon.

5. Shareholders of the Company in their extra ordinary general meeting held on 26-03-2011 accorded their approval for allotment of 25,00,000 - 4% Non Cumulative Preference shares of Rs. 10/- each on Preferential basis to promoter group companies. However allotment will be made on receipt of approval for the same from various authorities. Pending approval, the amount received has been reflected under Share Application Money pending allotment.

6. The 10 % Privately Placed Secured Redeemable Non-Convertible Debentures are redeemable in 36 quarterly Installments beginning from 30-06-2009.

7. Based on reference of Union Bank of India, the Lead Bank, a financial restructuring package was approved by Empowered Group of Corporate Debt Restructuring (CDR-EG).

While the Company had given effect of the restructuring package in its books of accounts, banks have continued to raise demand notices for interest payment at the rate of interest charged prior to the sanction of restructuring package.

The Company has taken up the matter with the banks and accordingly the resultant difference in interest (which is still under reconciliation /determination) between the demand notice received from banks and as per Company's books of account, has not been provided, as the liability is not payable.

8. (a) In respect of various term loan / working capital

facilities availed by the Company, the lenders have first/second / third pari passu charge on fixed assets of the Company.

(b) The term loans are to be further secured by way of first / second charge on the existing fixed assets of Pranavaditya Spinning Mills Ltd., subject however to necessary approvals.

Pending creation of permanent security, the Company has pledged 72,16,512 equity shares held by it in Pranavaditya Spinning Mills Ltd., as per CDR stipulation.

9. In terms of master restructuring agreement dated 30-03-2009, if the Company commits a default in payment or repayment of three consecutive installment of principal amounts of the facilities or interest thereon or any combination thereof, then, the lenders shall have the right to convert, at their option, the whole of the outstanding amount of the facilities and /or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Company, at par, in the manner specified in a notice in writing to be given by the lenders to the Company prior to the date on which the conversion is to take effect, which date shall be specified in the said notice.

10. (a) The Company revalued its land, buildings and

plant & machinery (except for electronics division and 2 D. G. sets of spinning division ) as on 01- 10-2008 based on the valuation made by an approved valuer. Accordingly, the original cost of such assets resulted in gross increase in the value of assets over their original cost by Rs. 15,092.28 lac, increase in depreciation upto the date of revaluation by Rs. 504.49 lac, and thereby net increase in replacement cost by Rs. 14,587.79 lac. The net increase in the value of such land, building and plant & machinery had been credited to revaluation reserve account.

(b) Revaluation of 2 D. G sets of spinning division was carried out on 01-04-2009 by an approved valuer.The revaluation resulted in a gross increase in the value of assets over their original cost by Rs. 1,238.07 lac, Increase in depreciation upto 31 -03-2009 by Rs. 65.37 lac and thereby net increase in replacement cost by Rs. 1,172.70 Lac which has been taken as increase in the value of plant & machinery as on 01-04-2009 by creating a revaluation reserve to that extent.

11. In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provision for all known liabilities has been adequately made in the accounts.

12 v) Actuarial assumptions 1994-96 (duly modified) Gratuity & Leave encashment Valuation method Projected Unit Credit Method Mortality Table (LIC) 1994-96 (ultimate) Discount rate (per annum) 8% Rate of Increase in Salaries 4%

The estimates of rate of future salary increase takes account of inflation, seniority, promotion and other relevant factors on long term basis. The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of liability. The above information is certified by the actuary.

13. (a) The Company has outstanding foreign currency related derivative contracts in the form of options for hedging its business related exposure which are not speculative in nature. The contracts have long dated tenor with multiple contingent/ uncertain events. As such ascertainment of fair value of these contracts is not feasible. However, banks estimate the total mark to market (MTM) of all outstanding contracts at approx Rs. 607 lac as at 31 -03-2011 (Previous year Rs. 1,619 lac). The management is of the opinion that the determination and crystallization of liability is dependent upon the outcome of uncertain future events or actions, not wholly within the control of the Company. As adoption of AS-30 is presently not mandatory, the estimated MTM loss of Rs. 607 lac for the year ended 31-03-2011 (previous year Rs. 1,619 lac) has not been provided.

14. Operating Lease:

(a) As Lessor:

i. The Company has entered into lease arrangements, for renting specified machinery at a rent of Rs. 1.68 lac per month for a period of 120 months and are renewable at the option of the lessee after the end of the term.

15. Related party disclosures:

Related party disclosures as required by AS - 18 "Related party disclosures" are given below: -

A. Relationship

(i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and managing Director

2. Shri R.N. Gupta - Joint managing Director

3. Shri K. R. Lalpuria - Executive Director (w.e.f-11.11.2010)

4. Shri Kamal Mitra - Director (Works)

(ii) Relatives of key management personnel

1. Smt. G. D. Jain

2. Smt. Shikha Jain

3. Miss Neha Jain

4. Shri Mohit Jain

(iii) Parties where control exists

A. Subsidiary

1. Pranavaditya Spinning Mills Ltd.

B. Associates

1. Margo Finance Ltd. (Formerly Indocount Finance Ltd.)

2. Indocount Securities Ltd.

3. Rini Investment & Finance Pvt. Ltd.

4. Sky Rise Properties Pvt. Ltd.

5. Unic Consultants

6. Yarntex Exports Ltd.

16. Previous years figures have been regrouped and / or rearranged wherever considered necessary.

17. Figures have been rounded off to the nearest rupees in lac.

18. b) Computation of net profit for calculation of managerial remuneration U/s. 349 of the Companies Act, 1956 has not been enumerated since no commission is paid / payable to the managing Director.

19. a) Sundry debtors include debts due from the subsidiary Company Rs. 86.26 lac (Previous year Rs. Nil)

b) Sundry creditors include amount due to the subsidiary Company Rs. 86.73 lac (Previous year Rs. 56.61 lac)

20. The Ministry of Corporate Affairs, Government of India vide its General Notification No. S.O.301 (E) dated 8th February, 2011 issued under Section 211 (3) of the Companies Act,1956 has exempted certain classes of companies from disclosing certain information in their profit and loss account.The Company being an 'export oriented Company' is entitled to the exemption. Accordingly.disclosures mandated by paragraph 3(i)(a), 3(ii)(b) and 3(ii)(d) of Part II, Schedule VI to the Companies Act, 1956 have not been provided.

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Mar 31, 2010

As at 31-03-2010 As at 31-03-2009 (Rs. in lac) (Rs. in lac)

1. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance) -- 52.30

2. Contingent liabilities not provided for in respect of -

(i) Amount outstanding in respect of export bills discounted under Export Letters of Credit (Since realized Rs.1,401.71 lac, previous year Rs. 1,128.56 lac) 2,641.38 2,457.48

(ii) Bank Guarantees 389.79 213.03

(iii) Claims not acknowledged as debts 10.78 12.35

(iv) Income tax/Custom Duty demands disputed in appeals 30.69 58.31

(v) Export obligation against import of capital goods under EPCG Scheme NIL 19,367.77

(vi) Corporate guarantee given to a bank for securing financial assistance to subsidiary Company. 100.00 NIL

3. (a) The names of small scale industrial undertakings to whom the Company owes any sum together with interest and outstanding for more than thirty days: Saikrupa Industries 2.33 2.33

Payments against supplies from small-scale industries are made in accordance with agreed terms. Besides, there are no claims from the parties for interest on overdue payments.

(b) The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

4. (a) In terms of EPCG Licence issued, the Company has undertaken an export obligation for Rs. 32,820.19 lac, which is to be fulfilled over a period of 8 years.

(b) In terms of advance licence obtained for import of raw cotton the Company has undertaken an export obligation for Rs.24.00 lac which is to be fulfilled upto 01 -05-2009. The Company has already completed this obligation and necessary application for redemption of license is being made to DGFT.

5. Under the package scheme of incentives of Government of Maharashtra for Mega Projects , the Company is eligible for VAT and Electricity duty refund benefits for its home textiles and consumer durable goods divisions. However, if it contravenes any of the conditions of the scheme or eligibility certificate or certificate of entitlement or agreement, it shall repay forthwith the entire benefits drawn / availed along with interest thereon together with costs, charges and expenses thereon.

6. The shareholders of the Company in their extra ordinary general meeting held on 25.03.2010 accorded their approval for allotment of 2166667 equity shares of Rs.10/- each at a premium of Rs.5/- per share on preferential basis to promoter group companies. However, allotment will be made on receipt of approval for the same from NSE. Pending approval, the amount received has been reflected under Share Application Money pending allotment.

7. The 10% (Previous year 8.50%) Privately Placed Secured Redeemable Non-Convertible Debentures are redeemable in 36 quarterly installments beginning from 30-06-2009.

8. In respect of Rupee Term Loan of Rs. 750 lac availed from SICOM Ltd. (SICOM) under Technology Upgradation Fund Scheme (TUFS) SICOM has stipulated that the Company shall not declare any dividend unless it has paid to SICOM installments of interest and principal amount and SICOM shall have the right to restrain the Company from declaring any equity dividend more than 15% or the average of dividend paid in three preceding years, whichever is higher.

9. Based on reference of Union Bank of India, the Lead Bank, a financial restructuring package was approved by Empowered Group of Corporate Debt Restructuring (CDR-EG).

While the Company had given effect of the restructuring package in its books of accounts, banks are continuing to raise demand notices for interest payment at the rate of interest charged prior to the sanction of restructuring package.

The Company has taken up the matter with the banks and accordingly the resultant difference in interest (which is still under reconciliation /determination) between the demand notice received from banks and as per Companys books of account, has not been provided, as the liability is not payable.

10. (a) In respect of various term loan / working capital facilities availed by the Company, the lenders have first/ second / third pari passu charge on fixed assets of the Company.

(b) The term loans are to be further secured by way of first / second charge on the existing fixed assets of Pranavaditya Spinning Mills Ltd., subject however to necessary approvals.

Pending creation of permanent security, the Company has pledged 72,16,512 equity shares held by it in Pranavaditya Spinning Mills Ltd., as per CDR stipulation.

11. In terms of master restructuring agreement dated 30-03-2009, if the Company commits a default in payment or repayment of three consecutive installment of principal amounts of the facilities or interest thereon or any combination thereof, then, the lenders shall have the right to convert, at their option, the whole of the outstanding amount of the facilities and /or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Company, at par, in the manner specified in a notice in writing to be given by the lenders to the Company prior to the date on which the conversion is to take effect, which date shall be specified in the said notice.

12. (a) The Company revalued its land, buildings and plant and machinery (except for electronics division and 2

D.G. sets of spinning division) as on 01-10-2008 based on the valuation made by an approved valuer.

Accordingly, the original cost of such assets resulted in gross increase in the value of assets over their original cost by Rs. 15,092.28 lac, increase in depreciation upto the date of revaluation by Rs.504.49 lac and thereby net increase in replacement cost by Rs. 14,587.79 lac. The net increase in the value of such land, building and plant and machinery had been credited to revaluation reserve account.

(b) Revaluation of 2 D.G. sets of spinning division was carried out on 01-04-2009 by an approved valuer.The revaluation resulted in a gross increase in the value of assets over their original cost by Rs.1,238 lac. increase in depreciation up to 31-03-2010 by Rs 65.37 lac and thereby net increase in replacement cost by Rs.1,172.70 lac which has been taken as increase in the value of plant and machinery as on 01.04.2009 by creating a revaluation reserve to that extent.

13. In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provision for all known liabilities has been adequately made in the accounts.

14. Deferred tax assets has been recognized . The management is of the opinion that there will be sufficient profit in future against which the deferred tax asset will be fully realized.

15. (a) The Company has outstanding foreign currency related derivative contracts in the form of options for hedging its business related exposure which are not speculative in nature. The contracts have long dated tenor with multiple contingent/ uncertain events. As such ascertainment of fair value of these contracts is not feasible. However, banks estimate the total mark to market (MTM) of all outstanding contracts at approx Rs.1,619 lac as at 31-03-2010 ( Previous year Rs.4,835 lac).The management is of the opinion that the determination and crystallization of liability is dependent upon the outcome of uncertain future events or actions, not wholly within the control of the Company. As adoption of AS-30 is presently not mandatory, the estimated MTM loss of Rs.1,619 lac for the year ended 31-03-2010 (previous year Rs. 4,835 lac) has not been provided.

16. Operating Lease:

(a) As Lessor:

i. The Company has entered into lease arrangements , for renting specified machinery at a rent of Rs.75,000/- per month for a period of 120 months and are renewable at the option of the lessee after the end of the term.

17. Related Party Disclosures

Related party disclosures as required by AS - 18 "Related party disclosures" are given below: - A. Relationship

(i) Key management personnel

1. Shri Anil Kumar Jain - Chairman and Managing Director

2. Shri R. N. Gupta - Joint Managing Director

3. Shri D. M. Pradhan - Director (Marketing) ( upto 30.06.2009)

4. Shri Kamal Mitra - Director (Works) (ii) Relatives of key management personnel

1. Smt. G.D. Jain

2. Smt. Shikha Jain

3. Miss Neha Jain

4. Shri Mohit Jain

(iii) Parties where control exists

1. Margo Finance Ltd. (Formerly Indocount Finance Ltd.)

2. Indocount Securities Ltd.

3. Rini Investment and Finance Pvt. Ltd.

4. Pranavaditya Spinning Mills Ltd.

5. Skyrise Properties Pvt. Ltd.

6. Unic Consultants

7. Yarntex Exports Ltd.

18. Previous years figures have been regrouped and / or rearranged wherever considered necessary.

19. Figures have been rounded off to the nearest lac rupees.

20. a) Sundry debtors include debts due from the subsidiary Company Rs. Nil (Previous year Rs. 65.38 lac) b) Sundry creditors include amount due to the subsidiary Company Rs. 56.61 lac (Previous year Rs. Nil)