Notes to Accounts of JHS Svendgaard Laboratories Ltd.

Mar 31, 2025

p) Provisions, Contingent liabilities and Contingent assets

A Provision is recognised when the Company has a
present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources
embodying economic benefit will be required to settle the
obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the
management''s best estimate of the expenditure required
to settle the present obligation at the end of the reporting
period. If the effect of the time value of money is material,
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
,market assessments of the time value of money and the
risks specific to the liability. The increase in the provision
due to the passage of time is recognised as interest
expense.

Contingent liabilities are possible obligations that arise
from past events and whose existence will only be

confirmed by the occurrence or non-occurrence of one or
more future events not wholly within the control of the
Company. Where it is not probable that an outflow of
economic benefits will be required, or the amount cannot
be estimated reliably, the obligation is disclosed as a
contingent liability, unless the probability of outflow of
economic benefits is remote. Contingent liabilities are
disclosed on the basis of judgment of the management/
independent experts. These are reviewed at each Balance
Sheet date and are adjusted to reflect the current
management estimate.

q) Employee Benefits :

(i) Short-term obligations

Short term benefits comprises of employee cost such as
salaries and bonuses including non-monetary benefits
that are expected to be settled wholly within 12 months
after the end of the period in which the employees render
the related service are recognised in respect of
employees'' services up to the end of the reporting period
and are measured at the amounts expected to be paid
when the liabilities are settled.

The liabilities are presented as current employee benefit
obligations in the Balance Sheet.

(ii) Post employment obligations
Defined benefit plans
Gratuity obligations

The Company provides for the retirement benefit in the
form of Gratuity. The liability or asset recognised in the
Balance Sheet in respect of defined benefit gratuity plans
is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan
assets. The defined benefit obligation is calculated
annually by actuaries using the projected unit credit
method. The present value of the defined benefit
obligation denominated in INR is determined by
discounting the estimated future cash outflows by
reference to market yields at the end of the reporting
period on government bonds that have terms
approximating to the terms of the related obligation. The
net interest cost is calculated by applying the discount
rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This cost is included in
employee benefit expense in the Statement of Profit and
Loss. Remeasurement of gains and losses arising from
experience adjustments and changes in actuarial
assumptions are recognised in the period in which they
occur, directly in other comprehensive income. They are
included in retained earnings in the statement of changes
in equity and in the Balance Sheet. Changes in the present
value of the defined benefit obligation resulting from plan
amendments or curtailments are recognised immediately
in profit or loss as past service cost.

Defined contribution plans
Provident Fund

All the employees of the Company are entitled to receive
benefits under Provident Fund, which is defined
contribution plan. Both the employee and the employer
make monthly contributions to the plan at a predeter¬
mined rate as per the provisions of The Employees
Provident Fund and miscellaneous Provisions Act, 1952.
These contributions are made to the fund administered
and managed by the Government of India.

Employee state insurance

Employees whose wages/salary is within the prescribed
limit in accordance with the Employee State Insurance
Act, 1948, are covered under this scheme. These
contributions are made to the fund administered and
managed by the Government of India. The Company''s
contributions to these schemes are expensed off in the
Statement of Profit and Loss. The Company has no further
obligations under the plan beyond its monthly
contributions.

iii) Other long-term employee benefit obligations
Leave encashment

The liabilities for accumulated absents are not expected
to be settled wholly within 12 months after the end of the
period in which the employees render the related service.
They are therefore measured as the present value of
expected future payments to be made in respect of
services provided by employees up to the end of the
reporting period using the projected unit credit method.
The benefits are discounted using the market yields at the
end of the reporting period that have terms
approximating to the terms of the related obligation.
Remeasurements as a result of experience adjustments
and changes in actuarial assumptions are recognised in
the Statement of Profit and Loss.

The obligations are presented as current liabilities in the
Balance Sheet if the entity does not have an unconditional
right to defer settlement for at least twelve months after
the reporting period, regardless of when the actual
settlement is expected to occur.

Share-Based Payments

The Company recognises the goods or services received
or acquired in a share-based payment transaction when it
obtains the goods or as the services are received with a
corresponding increase in equity if the goods or services
were received in an equity-settled share-based payment
transaction, or a liability if the goods or services were
acquired in a cash-settled share-based payment
transaction.

When the goods or services received or acquired do not
qualify for recognition as assets, they are recognised as
expenses.

For equity-settled share-based payment transactions, the

Company measures the goods or services received, and
the corresponding increase in equity, directly, at the fair
value of the goods or services received, unless that fair
value cannot be estimated reliably. If the Company cannot
estimate reliably the fair value of the goods or services
received, the Company measures their value, and the
corresponding increase in equity, indirectly, by reference
to the fair value of the equity instruments granted.

If the equity instruments granted vest immediately, on
grant date the Company recognises the services received
in full, with a corresponding increase in equity.

r) Contributed equity

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

s) Earnings per share

Basic earnings per equity share is calculated by dividing
the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity
Shares outstanding during the financial year. The
weighted average number of equity shares outstanding
during the period, are adjusted for events of bonus issued
to existing shareholders.

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

t) Segment reporting

In line with the provisions of Ind AS 108 Operating
Segments, and on the basis of the review of operations by
the Chief Operating Decision Maker (CODM), the
operations of the Company fall under Manufacturing of
Oral Care products, other than manufacturing business
and retail operations.

u) Measurement of fair values

A number of the accounting policies and disclosures
require measurement of fair values, for both financial and
non-financial assets and liabilities. Fair values are
categorized into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as
follows:

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

Level 2: inputs other than quoted prices included in Level
1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices).

Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
The Company has an established control framework with

respect to the measurement of fair values. This includes a
finance team that has overall responsibility for overseeing
all significant fair value measurements, including Level 3
fair values.

The finance team regularly reviews significant unobser¬
vable inputs and valuation adjustments. If third party
information, is used to measure fair values, then the
finance team assesses the evidence obtained from the
third parties to support the conclusion that these
valuations meet the requirements of Ind AS, including the
level in the fair value hierarchy in which the valuations
should be classified.

When measuring the fair value of an asset or a liability, the
Company uses observable market data as far as possible.
If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorized in its
entirety in the same level of the fair value hierarchy as the
lowest level input that is significant to the entire
measurement.

The Company recognizes transfers between levels of the
fair value hierarchy at the end of the reporting period
during which the change has occurred. Further
information about the assumptions made in measuring
fair values used in preparing these financial statements is
included in the respective notes.

v) Assets held for Sale

Non-current assets or disposal Companys comprising of
assets and liabilities are classified as held for sale if their
carrying amount is intended to be recovered principally
through a sale (rather than through continuing use) when
the asset (or disposal Company) is available for
immediate sale in its present condition subject only to
terms that are usual and customary for sale of such asset
(or disposal Company) and the sale is highly probable and
is expected to qualify for recognition as a completed sale
within one year from the date of classification.

Non-current assets or disposal Companys comprising of
assets and liabilities classified as held for sale are
measured at lower of their carrying amount and fair value
less costs to sell. Non-current assets held for sale are not
depreciated or amortised.

w) Exceptional items

An item of income or expense which its size, type or
incidence requires disclosure in order to improve an
understanding of the performance of the Company is
treated as an exceptional item and the same is disclosed
in the notes to accounts.

2.2. Recent accounting pronouncements:

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued
from time to time. On 31 March 2023, MCA amended the

Companies (Indian Accounting Standards) Amendment
Rules, 2023, as below:

IND AS 1 - Presentation of Financial Statements

This amendment requires the companies to disclose their
material accounting policies rather than their significant
accounting policies. The effective date for adoption of this
amendment is annual periods beginning on or after 1 April
2023. The Company has evaluated the amendment and the
impact of the amendment is significant in the standalone
financial statements.

Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial
recognition exemption so that it does not apply to transactions
that give rise to equal and offseffing temporary differences.
The effective date for adoption of this amendment is annual
periods beginning on or after 1 April 2023. The Company has
evaluated the amendment and there is no impact on its
standalone financial statement.

Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors

This amendment has introduced a definition of ''accounting
estimates'' and included amendments to Ind AS 8 to help
entities distinguish changes in accounting policies from
changes in accounting estimates. The effective date for
adoption of this amendment is annual periods beginning on or
after 1 April 2023. The Company has evaluated the
amendment and there is no impact on its standalone financial
statements.

* The Company had given capital advances in earlier years amounting to Rs. 2886.24 lakhs (Net of provision amounting to Rs. 398.19
lakhs) (outstanding balance as on 31st March 2024 - Rs. 3011.15 lakhs) to various parties for capital projects for seffing up new
product manufacturing facilities in Himachal Pradesh ("H.P.") and Rs. 1328.30 lakhs (outstanding balance as on 31st March 2024 -
Rs.1328.30 lakhs) through its wholly owned subsidiary, towards pre-emption rights in the upcoming project in Union Territory of
Jammu & Kashmir ("J&K").

In lieu of the company''s expansion plans and based on confirmation received from some of the parties for supply, the management
of the company is confident of the utilization of such advances in its future projects. Considering the above stated facts and
discussion with the parties, the management is confident that above stated outstanding capital advances of Rs. 3011.15 lakhs and
Rs.1328.30 lakhs will be realised/set off against supply of goods / services in near future. Accordingly, in the opinion of the
management, above stated amounts are good and fully recoverable. Hence, management has considered not necessary to make
any additional provision at this stage.

d) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ?10/- per share referred to herein as equity share. Each
holder of equity shares is entitled to one vote per share held.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed.
During the year ended 31 March, 2025 and 31 March, 2024, no dividend has been declared by the Company.

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

e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding
the reporting date:

No shares were issued to the shareholders for consideration other than cash during the period of five years immediately
preceding the reporting date.

B Nature and purpose of reserve

a) Capital reserve

A capital reserve is an account in the equity section of the balance sheet that can be used for contingencies or to offset capital
losses. It is derived from the accumulated capital surplus of a company, created out of capital profit.The reserve is utilise in
accordance with the provisions of the Companies Act, 2013.

b) Security premium

Securities premium is used to record the premium on issue of shares. The reserve is utilise in accordance with the provisions of
the Companies Act, 2013.

c) General reserve

This represents appropriation of profit by the Company and is available for distribution of dividend.

d) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or
other distributions paid to shareholders.

e) Other comprehensive income

Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over
the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ''Other
comprehensive income'' and subsequently not reclassified to the Statement of Profit and Loss.

36 Contingent liability

I. Claims/litigations made against the Company not acknowledged as debts:

Matiers under litigation:

Claims against the Company by vendors & customers amounting to Rs.751.16 lakhs (Previous Year Rs. 31.38 lakhs). The
management of the Company believes that the ultimate outcome of these proceedings will not have a material/adverse effect
on the Company''s financial condition and results of operations.

II. Others:

Bank guarantee issued by bank amounting to Rs. 134.36 lakhs (Previous Year Rs. 151.16 lakhs).

38 Government grant

During the financial year ended 31 March, 2022, the Company had received a capital subsidy of Rs. 225 lakhs under the
Industrial development scheme, 2017 notified vide no. 2(2)2018-SPS of the Government of India. The subsidy received is being
apportioned to Statement of Profit & Loss over the useful life of the eligible assets. During the year the Company has recognised
? 14.14 lakhs (previous year ? 15.07 lakhs) as government grant based on useful life of the assets.

39 Segment reporting

The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands.
Information reported to and evaluated regularly by the Chief Operational Decision Maker (CODM) for the purpose of resource
allocation and assessing performance focuses on business as a whole. The CODM reviews the Company''s performance on the
analysis profit before tax at overall level. Accordingly, there is no other separate reportable segmental as defined by IND AS 108
"Segment Reporting".

b. Defined benefit plans

i. ) Gratuity

c. Other long-term employee benefits

ii. ) Leave encashment

Gratuity is payable to eligible employees as per the Company''s policy and The Payment of Gratuity Act, 1972. The present value
of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each
period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up
the final obligations.

Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC)
method.

Liability with respect to the gratuity and leave encashment is determined based on an actuarial valuation done by an
independent actuary at the year end and is charged to Statement of Profit and Loss.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are
recognized immediately in the Other Comprehensive Income as income or expense.

Other disclosures required under IND AS 19 "Employee benefits" are given below:

Description of Risk Exposures :

Risks associated with the plan provisions are actuarial risks. These risks are:- (i) investment risk, (ii) interest risk (discount rate
risk), (iii) mortality risk and (iv) salary risk.

i) Investment Risk- The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to Government bonds yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan
deficit.

ii) Interest Risk (discount rate risk) - A decrease in the bond interest rate (discount rate) will increase the plan liability.

iii) Mortality Risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2012-14) ultimate table. A change
in mortality rate will have a bearing on the plan''s liability.

iv) Salary Risk - The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate
of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase
in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

(h) Terms and Conditions

Outstanding balances at the year end are unsecured, interest free and recoverable/repayable on demand. The Company has
provided Corporate Guarantee for an amount upto Rs.500.00 Lacs towards the loan borrowed by related party, i.e. M/s JHS
Svendgaard Retail Ventures Limited in favor Small Industrial Development Bank of India (SIDBI). There has been no guarantee
provided or received for any related party receivable and payable, other than disclosed. For the year end 31 March, 2025
Rs.62.17 (31 March, 2024: ? Nil) has been provided for by the Company for receivables owed by the related party. This
assessment undertaken each financial year through examining the financial position of related party and market in which
related party operates.

44 Financial risk management

Risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The Company''s financial assets and liabilities by
category are summarised in Note 42. The main types of risks are market risk, credit risk and liquidity risk.
The Company''s risk management is coordinated by its board of directors, and focuses on actively securing the Company''s short
to medium-term cash flows by minimising the exposure to volatile financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The
most significant financial risks to which the Company is exposed to, are described below:

1 Market risk

Market risk is the risk that changes in market prices will have an effect on Company''s income or value of the financial assets and
liabilities. The Company is exposed to various types of market risks which result from its operating and investing activities. The
most significant financial risks to which the Company is exposed are described below:

(a) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions,

2 CREDIT RISK

Credit risk arises from cash and cash equivalent,
investments in mutual funds, deposits with the banks, as
well as credit exposure to customers including
outstanding receivables.

Credit risk management

For Bank and Financial Institutions, only high rated banks/
institutions are accepted.

For other counter parties, 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 account
receivables. Individual risk limits are set accordingly. The
Company continuously monitors defaults of customers
and other counterparties and incorporates this
information into its credit risk controls. The Company''s
policy is to deal only with creditworthy counterparties
only.

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 default occurring on the asset as at
the reporting date with the risk of default as at the date of
initial recognition. The Company considers reasonable
and supportive forward-looking information.

The Company based on internal assessment which is
driven by the historical experience/current facts available
in relation to default and delays in collection thereof, the
credit risk for trade receivable is considered low. The
Company estimates its allowance for trade receivable
using life time expected credit loss. The balance past due
for more than 6 months (net of expected credit loss
allowance), excluding receivable from Group companies is

? 195.03 lakhs (31 March, 2024 ? 481.30 lakhs).

The credit risk for cash and cash equivalents and other
financial instruments is considered negligible and no
impairment has been recorded by the Company.
Significant estimates and judgments
Impairment of financial assets

The impairment provisions for financial assets disclosed
above 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 the Company''s past
history, existing market conditions as well as forward
looking estimates at the end of each reporting period.

3 Liquidity risk

Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or
another financial asset. The Company''s approach to
managing liquidity is to ensure, as far as possible, that it
will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage
to the Company''s reputation.

The Company''s is responsible for managing the short term
and long term liquidity requirements. Short term liquidity
situation is reviewed daily. Longer term liquidity position
is reviewed on a regular basis by the Board of Directors
and appropriate decisions are taken according to the
situation.

Exposure to liquidity risk

The following are the remaining contractual maturities of
financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include contractual interest
payments :

45 Capital management
A Risk management

For the purposes of Company capital management,
Capital includes equity attributable to the equity holders
of the Company and all other equity reserves. The primary
objective of the Company capital management is to
ensure that it maintains an efficient capital structure and
maximize shareholder value. The Company manages its
capital structure and makes adjustments in light of

changes in economic conditions and the requirements of
the financial covenants. To maintain or adjust the capital
structure, the Company may adjust the dividend payment
to shareholders or issue new shares. The Company is not
subject to any externally imposed capital requirements.
No changes were made in the objectives, policies or
processes for managing capital during the year ended 31
March, 2025 and 31 March, 2024.

49 Suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006

A sum of ? 390.42 lakhs is payable to Micro and Small Enterprises as at 31 March, 2025 (31 March, 2024: ? 381.94 lakhs). The
above amount is on account of trade payables only. Out of the total amount outstanding to Micro and Small Enterprises a sum
of ? 45.19 lakhs (31 March, 2024: ? 119.92 lakhs) is outstanding for more than 45 days as at 31 March, 2025. This information as
required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the
extent such parties have been identified on the basis of information available with the Company.

Explanation for change in ratio by more than 25%

Debt Service Coverage Ratio : The negative impact in the ratio
is due to exceptional and non-recurring expenses /provisions
that have been accounted for during the Current Year.

Return on Equity Ratio : The negative impact in the ratio is due
to higher losses on account of exceptional and non-recurring
expenses /provisions that have been accounted for during the
Current Year.

Inventory Turnover Ratio : Higher turnover ratio is on account
of reduction in inventory at the end of financial year after
neffing off the provision for obsolete and non-moving
inventory.

Trade Receivable Turnover Ratio : Higher turnover is due to
reduction in receivables at the end of financial year as the
company has written off / provisioned for receivables wherein
it has observed uncertainity with respect to recoverability of a
certain amount and thus made a provision of Rs. 197.82 lacs
and write off amounting to Rs. 33.72 lacs.

Trade Payable Turnover Ratio : Higher turnover is due to
reduction in creditors as the company has availed overdraft /
cash credit limit during the current financial year leading to
improvisation in the creditors level despite the higher revenue
and increased COGS.

Net Capital turnover ratio : Higher Turnover ratio is due to
increase in the revenue and reduction in inventory, trade
receivables and trade payables.

Net Profit Ratio : The negative impact in the ratio is due to
higher losses on account of exceptional and non-recurring
expenses /provisions that have been accounted for during the
Current Year.

Return on Capital Employed : The negative impact in the ratio
is due to higher losses on account of exceptional and non¬

recurring expenses /provisions that have been accounted for
during the Current Year.

Return on Investment : Higher ratio is on account of interest
earned on the fixed deposits being made out of the funds
amounting to Rs. 2000 lakhs received against issue of shares
and Rs. 250 lakhs against the issue of warrants, for the period
ended 31 March 2025, pending utilization for the specific
objects for which funds were being raised.

54 Other statutory information

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

(ii) The Company does not have any charges or
satisfaction which is yet to be registered with ROC
beyond the statutory Period.

(iii) The Company has not traded or invested in Crypto

currency or Virtual currency during the financial
year.

(iv) The Company has not advanced or loaned or invested

funds to any other person(s) or entity (ies), including
foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries)
or,

b) provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries

(v) The Company has not received any fund from any

person(s) or entity (ies), including foreign entities

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

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

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

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

provisions of the Income Tax Act, 1961).

(vii) The Company has not been declared as wilful defaulter
by any bank or financial institution (as defined under the
Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India.

(viii) during the year, Company does not have any
transactions with companies struck off .

55 The figures of the previous year have been re-Companyed /
re-classified to render them comparable with the figures of
the current year.

For V.K. Khosla & Co. For and on behalf of Board of Directors

Chartered Accountants JHS Svendgaard Laboratories Limited

Firm Registration No.: 002283N

Sd/- Sd/- Sd/-

Amit Khosla Nikhil Nanda Vinay Mittal

Partner Managing Director Director

Membership No.: 095943 DIN : 00051501 DIN : 08232559

Sd/- Sd/-

Ashish Goel Paramvir Singh

Chief Executive Officer &
Chief Financial Officer _ .

Executive Director

Sd/-

Place : New Delhi Komal Jha

Date : 27 May 2025 Company Secretary

---

Mar 31, 2024

d) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ?10/- per share referred to herein as equity share. Each holder of equity shares is entitled to one vote per share held.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed. During the year ended 31 March, 2024 and 31 March, 2023, no dividend has been declared by the Company.

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

e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

No shares were issued to the shareholders for consideration other than cash during the period of five years immediately preceding the reporting date.

B Nature and purpose of reserve

a) Capital reserve

A capital reserve is an account in the equity section of the balance sheet that can be used for contingencies or to offset capital losses. It is derived from the accumulated capital surplus of a company, created out of capital profitThe reserve is utilise in accordance with the provisions of the Companies Act, 2013.

b) Security premium

Securities premium is used to record the premium on issue of shares. The reserve is utilise in accordance with the provisions of the Companies Act, 2013.

c) General reserve

This represents appropriation of profit by the Company and is available for distribution of dividend.

d) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

e) Other comprehensive income

Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ''Other comprehensive income'' and subsequently not reclassified to the Statement of Profit and Loss.

35 Contingent liability

I. Claims/litigations made against the Company not acknowledged as debts:

I. Matters under litigation:

Claims against the Company by vendors & customers amounting to 31.38 lakhs (Previous Year 45.39 lakhs). The management of the Company believes that the ultimate outcome of these proceedings will not have a material/adverse effect on the Company''s financial condition and results of operations.

II. Others:

Bank guarantee issued by bank amounting to 151.16 lakhs (Previous Year 151.16 lakhs).

37 Government grant

During the financial year ended 31 March, 2022, the Company had received a capital subsidy of Rs. 225 lakhs under the Industrial development scheme ,2017 notified vide no. 2(2)2018-SPS of the Government of India. The subsidy received is being apportioned to Statement of Profit & Loss over the useful life of the eligible assets. During the year the Company has recognised ? 15.07 lakhs (previous year ? 15.44 lakhs ) as government grant based on useful life of the assets.

38 Segment reporting

The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. Information reported to and evaluated regularly by the Chief Operational Decision Maker (CODM) for the purpose of resource allocation and assessing performance focuses on business as a whole. The CODM reviews the Company''s performance on the analysis profit before tax at overall level. Accordingly, there is no other separate reportable segmental as defined by IND AS 108 "Segment Reporting".

Information about major customers

Revenue of ? 3464.70 lakhs, (Previous year ? 6489.20 lakhs) arising from three customers in India contribute more than 10% of the Company''s revenue individually. No other customer contribute 10% or more than 10% to the Company''s revenue for the current year ended 31 March, 2024. The Company does not hold any non current assets outside India.

b. Defined benefit plans

I.) Gratuity

c. Other long-term employee benefits

ii.) Leave encashment

Gratuity is payable to eligible employees as per the Company''s policy and The Payment of Gratuity Act, 1972. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

Liability with respect to the gratuity and leave encashment is determined based on an actuarial valuation done by an independent actuary at the year end and is charged to Statement of Profit and Loss.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Other Comprehensive Income as income or expense.

Other disclosures required under IND AS 19 "Employee benefits" are given below:

The discount rate has been assumed at 7.22% p.a. (Previous year 7.45% p.a.) based upon the market yields available on Government bonds at the accounting date for remaining life of employees. The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market on long term basis.

Description of Risk Exposures :

Risks associated with the plan provisions are actuarial risks. These risks are:- (i) investment risk, (ii) interest risk (discount rate risk), (iii) mortality risk and (iv) salary risk.

i) Investment Risk- The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government bonds yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit.

ii) Interest Risk (discount rate risk) - A decrease in the bond interest rate (discount rate) will increase the plan liability.

iii) Mortality Risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2012-14) ultimate table. A change in mortality rate will have a bearing on the plan''s liability.

iv) Salary Risk - The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

(h) Terms and Conditions

Outstanding balances at the year end are unsecured, interest free and recoverable/repayable on demand. There has been no guarantee provided or received for any related party receivable and payable, other than disclosed. For the year end 31 March, 2024 the Company has provided for impairment of receivables owed by the related party ? Nil (31 March, 2023: ? Nil ). This assessment undertaken each financial year through examining the financial position of related party and market in which related party operates.

Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.

- Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

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

- Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.

43 Financial risk management

Risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The Company''s financial assets and liabilities by category are summarised in Note 41. The main types of risks are market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by its board of directors, and focuses on actively securing the Company''s short to

medium-term cash flows by minimising the exposure to volatile financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed to, are described below:

1 Market risk

Market risk is the risk that changes in market prices will have an effect on Company''s income or value of the financial assets and liabilities. The Company is exposed to various types of market risks which result from its operating and investing activities. The most significant financial risks to which the Company is exposed are described below:

(a) Foreign currency risk

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

The following table presents non-derivative instruments which are exposed to currency risk and are unhedged as at 31 March 2024 and 31 March 2023 :

To mitigate the Company''s exposure to foreign exchange risk, cash flows in foreign currencies are monitored and net cash flows are managed in accordance with Company''s risk management policies. Generally, the Company''s risk management procedures distinguish short term foreign currency cash flows (due within 6 months) from longer term cash flows (due after 6 months). Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no hedging activity is

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These percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis given in the table below is based on the Company''s foreign currency financial instruments held at each reporting date.

Sensitivity analysis for entities with foreign currency balances in INR

The following tables illustrate the sensitivity of profit/loss and equity in regards to the Company''s trade payables and trade receivables and the movement of exchange rates of respective functional currencies'' against INR, assuming ''all other things being constant''.

The Company is mainly exposed to the price risk due to investment in mutual funds and market linked debentures. The price risk arises due to uncertainties about the future market values of these investments. In order to minimise pricing risk arising from investment in mutual funds, Company invest in highly rated mutual funds.

2 CREDIT RISK

Credit risk arises from cash and cash equivalent, investments in mutual funds, deposits with the banks, as well as credit exposure to customers including outstanding receivables.

Credit risk management

For Bank and Financial Institutions, only high rated banks/ institutions are accepted.

For other counter parties, 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 account receivables. Individual risk limits are set accordingly. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties only.

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 default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The Company considers reasonable and supportive forward-looking information.

The Company based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivable is considered low. The Company estimates its allowance for trade receivable using life time expected credit loss. The balance past due for more than 6 months (net of expected credit loss allowance), excluding receivable from Group companies is ? 481.30 lakhs (31 March, 2023 ? 900.35 lakhs).

The credit risk for cash and cash equivalents and other financial instruments is considered negligible and no impairment has been recorded by the Company.

Significant estimates and judgments Impairment of financial assets

The impairment provisions for financial assets disclosed above 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 the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily. Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

44 Capital management A Risk management

For the purposes of Company capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Company capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March, 2024 and 31 March, 2023.

B Dividends

The Company has not proposed any dividend for the year ended 31 March, 2024 (31 March, 2023: f Nil).

48 Suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006

A sum of ? 381.94 lakhs is payable to Micro and Small Enterprises as at 31 March, 2024 (31 March, 2023: ? 179.86 lakhs). The above amount is on account of trade payables only. Out of the total amount outstanding to Micro and Small Enterprises a sum of ? 119.92 lakhs (31 March, 2023: ? 78.76 lakhs) is outstanding for more than 45 days as at 31 March, 2024. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

51 In accordance with the requirements of Section 135 of the Companies Act, 2013, during the financial year ending March 31, 2024, the Company has no obligation to spent in pursuance of its Corporate Social Responsibility policy.

52 The National Company Law Tribunal, Chandigarh Bench ("NCLT") on 10 August, 2023, had approved the Composite Scheme of Arrangement between JHS Svendgaard Retail Ventures Private Limited ("Resulting Company"), JHS Svendgaard Brands Limited ("Transferor Company") and JHS Svendgaard Laboratories Limited ("Demerged /Transferee Company") and their respective shareholders and creditors ("Scheme") under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules framed thereunder. This Scheme is set to become effective as of the appointed date, which is the 1 April 2021 and the certified order copy was submitted to the concerned Registrar of Companies, on the 28 August 2023.

As a result:

a) The Transferor Company has been merged with the Transferee Company and its financial data shall not been consolidated in these financial results.

b) On 12 September, 2023, Transferee Company issued 1,34,96,297 shares to the shareholders of Transferor Company in accordance with the ratio outlined in the scheme. At present, we have received the trading approval form the both Stock exchanges namely BSE and NSE dated on 07 February, 2024.

c) The Resulting Company has been demerged and is no longer a subsidiary company. Its financials have also not been consolidated in these financial results and also, allotted 64,92,600 equity shares to the shareholders of JHS Svendgaard Laboratories Limited on the 12 September, 2023, in accordance with the scheme''s specified ratio. The Corporate Action for 64,92,600 equity shares has been completed.

Following the submissions, both stock exchanges raised several queries, which were promptly and comprehensively addressed. However, it''s important to note that as of the current status, final listing approval is still pending from both Stock Exchanges.

54 Other statutory information

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

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory Period.

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

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

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

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

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

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

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

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

(vii) The Company has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(viii) during the year, Company does not have any transactions with companies struck off .

55 The figures of the previous year have been re-Companyed / re-classified to render them comparable with the figures of the current year.

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Mar 31, 2023

p) Provisions, Contingent liabilities and Contingent assets

A Provision is recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and the amount can be reliably estimated Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current .market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Contingent liabilities are disclosed on the basis of judgment of the management/ independent experts. These are reviewed at each Balance Sheet date and are adjusted to reflect the current management estimate.

Contingent assets are possible assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are disclosed in the financial statements when inflow of economic benefits is probable on the basis of judgment of management. These are assessed continually to ensure that developments are appropriately reflected in the financial statements.

q) Employee Benefits :

(i) Short-term obligations

Short term benefits comprises of employee cost such as salaries and bonuses including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled

The liabilities are presented as current employee benefit obligations in the Balance Sheet.

(ii) Post employment obligations Defined benefit plans Gratuity obligations

The Company provides for the retirement benefit in the form of Gratuity. The liability or asset recognised in the Balance Sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss. Remeasurement of gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Statement of Changes in Equity and in the Balance Sheet.

Defined contribution plans Provident Fund

All the employees of the Company are entitled to receive benefits under Provident Fund, which is defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate as per the provisions of The Employees Provident Fund and miscellaneous Provisions Act, 1952. These contributions are made to the fund administered and managed by the Government of India.

Employee state insurance

Employees whose wages/salary is within the prescribed limit in accordance with the Employee State Insurance Act, 1948, are covered under this scheme. These contributions are made to the fund administered and managed by the Government of India. The Company''s contributions to these schemes are expensed off in the Statement of Profit and Loss. The Company has no further obligations under the plan beyond its monthly contributions.

iii) Other long-term employee benefit obligations

Leave encashment

The liabilities for accumulated absents are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

r) Earnings per share

Basic earnings per equity share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity Shares outstanding during the financial year. The weighted average number of equity shares outstanding during the period, are adjusted for events of bonus issued to existing shareholders.

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

s) Segment reporting

In line with the provisions of Ind AS 108 Operating Segments, and on the basis of the review of operations by the Chief Operating Decision Maker (CODM), the operations of the Company fall under Manufacturing of Oral Care products, which is considered to be the only reportable segment.

t) Measurement of fair values

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Normally at initial recognition, the transaction price is the best evidence of fair value.

However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

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

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

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

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

For financial assets and financial liabilities that are recognised at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation at the end of each reporting period.

u) Assets held for Sale

Non-Current assets or disposal groups comprising of assets and liabilities are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-Current assets or disposal groups comprising of assets and liabilities classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell.

v) Exceptional items

An item of income or expense which its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and the same is disclosed in the Statement of Profit and Loss.

w) Applicable standards/notifications issued but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 1st April, 2023.

2.2 Recent accounting pronouncements:

Ministry of Corporate Affairs ( MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time On 31 March 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:

IND AS 1 - Presentation of Financial Statements

This amendment requires the companies to disclose their material accounting policies rather than their significant accounting policies. The effectie date for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company has evaluated the amendment and the impact of the amendment is significant in the standalone financial statements.

IND AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective dale for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statement.

IND AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements.

d) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of tlO/- per share referred to herein as equity share Each holder of equity shares is entitled to one vote per share held

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim d v dend is distributed. During the year ended 31 March, 2023 and 31 March, 2022, no dividend has been declared by the Company.

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

e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

No shares were issued to the shareholders for consideration other than cash during the period of five years immediately preceding the reporting date

2 CREDIT RISK

Credit risk arises from cash and cash equivalent, investments in mutual funds, deposits with the banks, as well as credit exposure to customers including outstanding receivables.

Credit risk management

For Bank and Financial Institutions, only high rated banks/ institutions are accepted

For other counter parties, 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 account receivables Individual risk limits are set accordingly. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties only.

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 default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The company considers reasonable and supportive forward-looking information.

The company based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivable is considered low. The Company estimates its allowance for trade receivable using life time expected credit loss. The balance past due for more than 6 months (net of expected credit loss allowance), excluding receivable from group companies is ? 813.09 lakhs (31 March 2022 ? 809.40 lakhs).

The credit risk for cash and cash equivalents and other financial instruments is considered negligible and no impairment has been recorded by the Company.

Significant estimates and judgments

Impairment of financial assets

The impairment provisions for financial assets disclosed above 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 the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

3 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

44 Capital management

A Risk management

For the purposes of Company capital management. Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Company capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March, 2023 and 31 March, 2022.

54 Other statutory information

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

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory Period.

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

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

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

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

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

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

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

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

(vii) The company has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India

(viii) during the year company does not have any transactions with companies struck off

55 The figures of the previous year have been re-grouped / re-classified to render them comparable with the figures of the current year.

For TATTVAM & CO For and on behalf of Board of Directors

Chartered Accountants JHS Svendgaard Laboratories Limited

Firm Registration No.:015048N

Sd/- Sd/- Sd/-

Guarav Saraf Nikhil Nanda Mukul Pathak

Partner Managing Director Director

Membership No.: 535309 DIN : 00051501 DIN : 00051534

UDIN : 23535309BGZBAU3429

Sd/- Sd/- Sd/-

Place: New Delhi AshishGoel Paramvir Singh Pabla KomalJha

Date : 30 May, 2023 Chief Financial Officer Chief Executive Officer Company Secretary

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Mar 31, 2018

Background

JHS Svendgaard Laboratories Limited (“the Company") is a public limited company domiciled in India and incorporated under the provisions of the Companies Act. The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. The main portfolio of the Company is to carry out manufacturing and exporting of oral care and hygiene products including toothbrushes, toothpastes and mouthwash. The Company''s shares are listed for trading on the National Stock Exchange and the Bombay Stock Exchange in India.

1. Basis of preparation

a) Compliance with Indian Accounting Standard

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules,2015 and Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

For all the period upto and including the financial statements for the year ended 31 March 2017 were prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the section 133 Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 (as amended) and other relevant provisions of the Act (hereinafter referred to as ''Previous GAAP'').

These financial statements for the year ended 31 March, 2018 are the first financial statements that are prepared in accordance with Ind AS. Refer to note 43 for information on how the transition from Previous GAAP to Ind AS has affected the financial position, financial performance and cash flows.

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

b) Basis of measurement

An entity shall prepare its financial statements, except for cash flow information, using the accrual basis of accounting.

c) Critical estimates and judgments

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

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates and judgments are:

i. Useful life of property, plant and Equipment

The estimated useful life of property, plant and equipment is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

The Company reviews, at the end of each reporting date, the useful life of property, plant and equipment and changes, if any, are adjusted prospectively, if appropriate.

ii. Recoverable amount of property, plant and equipment

The recoverable amount of plant and equipment is based on estimates and assumptions regarding in particular the expected market outlook and future cash flows. Any changes in these assumptions may have a material impact on the measurement of the recoverable amount and could result in impairment.

iii. Estimation of defined benefit obligation

Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal rates as well as assumptions concerning future developments in discount rates, the rate of salary increases and the inflation rate. The Company considers that the assumptions used to measure its obligations are appropriate and documented. However, any changes in these assumptions may have a material impact on the resulting calculations.

iv. Estimation of deferred tax assets for carry forward losses and current tax Expenses

The Company review carrying amount of deferred tax assets and Liabilities at the end of each reporting period. The policy for the same has been explained under Note No 2(c).

v. Impairment of trade receivables

The Company review carrying amount of Trade receivable at the end of each reporting period and provide for Expected Credit Loss based on estimate.

vi. Fair value measurement

Management uses valuation techniques in measuring the fair value of financial instrument where active market codes are not available. Details of assumption used are given in the notes regarding financial assets and liabilities. In applying the valuation techniques management makes maximum use of market inputs and uses estimates and assumptions that are, as fast as possible, consistent with observable data that market participant would use in pricing the instrument where application data is not observable, management uses its best estimate about the assumption that market participant would make. These estimates may vary from actual prices that would be achieved in an arm''s length transaction at the reporting date.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

d) Others

Financial statements has been prepared on a going concern basis in accordance with the applicable Indian Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs.

e) Current versus non-current classification

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

An asset is treated as current when it is:

- Expected to be realized or intended to be sold or consumed in normal operating cycle

- Expected to be realized within twelve months after the reporting period, or

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

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle

- It is due to be settled within twelve months after the reporting period, or

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

All other liabilities are classified as non-current.

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

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

f) Foreign currency translation

i) Functional and presentation currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates i.e. ''the functional currency''. The Financial Statements are presented in Indian rupee ( INR), which is Company''s functional and presentation currency.

ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of such transactions and from translation of monetary assets and liabilities denominated in foreign currency at the reporting date exchange rates are recognized in the Statement of Profit and Loss. Foreign exchange gains and losses are presented in the Statement of Profit and Loss on a net basis within other income/ expenses.

(c) In view of recurring losses and in absence of reasonable certainty, the Company had not recognized deferred tax assets on 01 April,2016.

However, during the year ended 31 March, 2017, the Company has, based on its operational parameters and future earnings, assessed and recognized deferred tax asset on unabsorbed depreciation and carried forward business losses. The management is confident about its virtual certainty that sufficient future taxable income will be available against which such asset can be realized."

* As per the terms of Business Transfer Agreement (BTA) dated March 21, 2016 with Avalon Cosmetics Private Limited to sell/ transfer one of its undertakings known as “Waves Hygiene Products" on a ''slump sale'' basis for a lump sum consideration without values being assigned to individual assets and liabilities. The agreed total consideration for sale of undertaking under slump sale was Rs. 1625 lakhs. Out of which Rs.1420 lakhs (March 31, 2017: Rs.1419 lakhs, April 01, 2016: Rs.414 lakhs) has been received and balance is receivable.

“* Pursuant to approval of shareholders by way of special resolution in accordance with section 42 & 62 of the Companies Act, 2013 and Rules made thereunder and as per SEBI (ICDR) Regulations, 2009 the Company approved preferential allotment of 34,974,748 nos. fully convertible warrants of Rs.10 each at an issue price of C11 per warrant. Out of this, the Company has converted 16,780,000 nos.,[upto 31 March, 2017: 18,164,748 nos. (upto 31 March, 2016: 13,539,748 nos.)] fully convertible share warrants into equal number of fully paid up equity shares after receiving full issue price of Rs.11/- per warrant from the respective allottees during the year ended 31 March, 2018. For remaining 30,000 warrants, application money was received at 25% of Issue price i.e. Rs.2.75 /- per warrant. However, no call money was received till final allotment date 06 July, 2017 hence, the warrants were forfeited and adjusted through Capital Reserve amounting to Rs.0.82 lakh.

Pursuant to special resolution passed in the Extraordinary General Meeting held on 10 January, 2017, the Company has approved and issued on preferential basis, 1,860,465 nos. fully paid equity shares at an issue price of Rs.43/- per share to HT Media Limited via Share Subscription Agreement dated 25 January, 2017. These shares have subsequently been listed.

Paid up equity share capital includes 1,63,60,000 equity shares alloted pursuant to conversion of share warrants. These shares are under process for listing.

d. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10/- per share referred to herein as equity share. Each holder of equity shares is entitled to one vote per share held.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed. During the year ended 31 March, 2018 and 31 March, 2017, no dividend has been declared by the Company.

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

Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

65,45,245 equity shares issued to the shareholders of merged entities pursuant to the scheme of amalgamation in the financial year 2012-13.

B. Nature and purpose of reserve Capital reserve

Out of total preferntial allotment of 34,974,748 warrants, till the year ending 31 March, 2018, 34,944,748 warrants were successfully allloted. For remaining 30,000 warrants, application money was received at 25% of Issue price i.e. Rs.2.75 /- per warrant. However, no call money was received till final allotment date 06 July, 2017 hence, the warrants were forfeited and adjusted through Capital Reserve amounting to Rs.0.82 lakhs.

b. Security premium account

Securities premium account is used to record the premium on issue of shares. The reserve is utilise in accordance with the provisions of the Companies Act, 2013.

c. General reserve

This represents appropriation of profit by the Company and is available for distribution of dividend.

* Respective assets are hypothecated against the loans taken to acquire such vehicles. Loan is repayable within a period of 60 months at interest rate in the range of 8% p.a. to 12% p.a.

**It represents deferred payment for acquisition of machine. Payment is to be made in 36 equal installments of Rs.3.13 lakh each starting from 15 April, 2015. This has been carried at amortised cost.

***Repayable in 2 equal yearly installment commencing from 31st December, 2016 @ interest rate of 15% p.a.

The Company has recognized net income amounting to Rs.2727.21 lakhs during the year ended 31 March, 2018 on account of compensation received pursuant to the Settlement Agreement dated 28 March, 2017. The Arbitral Tribunal has given its Final Award on 3 April, 2017 and two SLP''s from the Supreme Court were withdrawn on 06 April, 2017 & 12 April, 2017.

2. Contingent Liability

I. Claims/litigations made against the Company not acknowledged as debts:

Matters under litigation:

Claims against the Company by employees, vendors & customers amounting to Rs.149.39 lakh (Previous Year Rs.77.60 lakh). The management of the Company believes that the ultimate outcome of these proceedings will not have a material/adverse effect on the Company''s financial condition and results of operations.

II. Others:

Bank Guarantee issued by Bank amounting to Rs.71.11 lakh (Previous Year Rs.71.11 lakh).

3. Government Grant

During the financial year ended 31 March, 2012, the Company had received capital subsidy under the Central Capital Investment Subsidy Scheme, 2003 of the Government of India. The subsidy received is being apportioned to Statement of Profit & Loss over the useful life of the assets which is estimated as 10 years. During the year the Company has recognised Rs.3 lakh (previous year Rs.3 lakh) as government grant based on useful life of the assets.

4. Segment Reporting

The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. Information reported to and evaluated regularly by the Chief Operational Decision Maker (CODM) for the purpose of resource allocation and assessing performance focuses on business as a whole. The CODM reviews the Company''s performance on the analysis profit before tax at overall level. Accordingly, There is no other separate reportable segmental as defined by IND AS 108 “Segment Reporting".

Information about major customers

Revenue of Rs.9316.49 lakh, (Previous year Rs.8272.17 lakh) arising from two customers in India and Rs.2224.61 lakh (Previous year Rs.397.05 lakh) from one customer outside India contribute more than 10% of the Company''s revenue individually. No other customer contribute 10% or more than 10% to the Company''s revenue for the current year ended 31 March, 2018 and previous year ended 31 March, 2017. The Company does not hold any non current assets outside India.

5. Employee benefit obligations

The Company has classified various employee benefits as under:

a) Defined contribution plans

i.) Employees Provident fund

ii.) Employee State Insurance Scheme

The Company has recognised the following amounts in the Statement of Profit and Loss for the year: (Refer Note- 31)

b Defined benefit plans

i.) Gratuity

c Other long-term employee benefits

ii.) Leave encashment

Gratuity is payable to eligible employees as per the Company''s policy and The Payment of Gratuity Act, 1972. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

Liability with respect to the gratuity and leave encashment is determined based on an actuarial valuation done by an independent actuary at the year end and is charged to Statement of Profit and Loss.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Other Comprehensive Income as income or expense.

The discount rate has been assumed at 7.70% p.a. (Previous year 7.30% p.a.) based upon the market yields available on Government bonds at the accounting date for remaining life of employees. The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market on long term basis.

Description of Risk Exposures :

Risks associated with the plan provisions are actuarial risks. These risks are: - (i) investment risk, (ii) interest risk (discount rate risk), (iii) mortality risk and (iv) salary risk.

i) Investment Risk- The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government Bonds Yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit.

ii) Interest Risk (discount rate risk) - A decrease in the bond interest rate (discount rate) will increase the plan liability.

iii) Mortality Risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2006-08) ultimate table. A change in mortality rate will have a bearing on the plan''s liability.

iv) Salary Risk - The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

(g) Terms and Conditions

Outstanding balances at the year end are unsecured, interest free and recoverable/repayable on demand. There has been no guarantee provided or received for any related party receivable and payable, other than disclosed. For the year end 31 March, 2018 the company has provided for impairment of receivables owed by the related party Rs. Nil in 31 March, 2018 and 31 March, 2017 Rs.0.73 lakh ). This assessment undertaken each financial year through examining the financial position of related party and market in which related party operates.

a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.

b) Fair value of non-current financial assets and liabilities has not been disclosed as there is no significant differences between carrying value and fair value

- Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

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

- Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.

6. FINANCIAL RISK MANAGEMENT

Risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The Company''s financial assets and liabilities by category are summarised in Note 43. The main types of risks are market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by its board of directors, and focuses on actively securing the Company''s short to medium-term cash flows by minimising the exposure to volatile financial markets. The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed to, are described below:

Market risk

Market risk is the risk that changes in market prices will have an effect on Company''s income or value of the financial assets and liabilities. The Company is exposed to various types of market risks which result from its operating and investing activities. The most significant financial risks to which the Company is exposed are described below:

Foreign currency risk

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

To mitigate the Company''s exposure to foreign exchange risk, cash flows in foreign currencies are monitored and net cash flows are managed in accordance with Company''s risk management policies. Generally, the Company''s risk management procedures distinguish short term foreign currency cash flows (due within 6 months) from longer term cash flows (due after 6 months). Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no hedging activity is undertaken.

These percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The sensitivity analysis given in the table below is based on the Company''s foreign currency financial instruments held at each reporting date.

Sensitivity analysis for entities with foreign currency balances in INR

The following tables illustrate the sensitivity of profit/loss and equity in regards to the Company''s financial assets and financial liabilities and the movement of exchange rates of respective functional currencies'' against INR, assuming ''all other things being constant''.

If the respective functional currencies had strengthened/weakened against the INR by the afore mentioned percentage of market volatility, then this would have had the following impact on profit/loss:

(b) Price risk

The Company is mainly exposed to the price risk due to investment in mutual funds. The price risk arises due to uncertainties about the future market values of these investments. In order to minimise pricing risk arising from investment in mutual funds, Company invest in highly rated mutual funds.

(c) 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. The Company is not exposed to significant interest rate risk because funds are borrowed at fixed interest rates. The borrowings of the Company are principally denominated in rupees and fixed rates of interest.

1 CREDIT RISK

Credit risk arises from cash and cash equivalent, investments in mutual funds, deposits with the banks, as well as credit exposure to customers including outstanding receivables.

Credit risk management

For Bank and Financial Institutions, only high rated banks/ institutions are accepted

For other counter parties, 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 account receivables. Individual risk limits are set accordingly. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties only.

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 default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The company considers reasonable and supportive forward-looking information.

The company based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivable is considered low. The Company estimates its allowance for trade receivable using life time expected credit loss. The balance past due for more than 6 months( net of expected credit loss allowance), excluding receivable from group companies is Rs.580 lakh (31 March, 2017 Rs.226.10 lakh; 01 April, 2016 Rs.123.30 lakh).

The credit risk for cash and cash equivalents and other financial instruments is considered negligible and no impairment has been recorded by the Company.

Significant estimates and judgments Impairment of financial assets

The impairment provisions for financial assets disclosed above 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 the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

2 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily. Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

7 Capital Management A Risk Management

For the purposes of Company capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Company capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March, 2018, 31 March, 2017 and 01 April, 2016.

B Dividends

The Company has not proposed any dividend for the year (31 March,2017: Rs. Nil 01 April, 2016: Rs. Nil).

8. Leases Operating lease

The Company has taken premises under cancellable operating leases with an option of renewal at the end of the lease term with mutual consent. There are scheduled escalation clauses. Lease rental expense of Rs.39.24 lakh (31 March, 2017: Rs.22.93 lakh) charged to the Statement of Profit and Loss during the year.

9. Suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006

The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED), promulgated by Government of India came into force with effect from 2 October 2006. As per the Act, the Company is required to identify the Micro and Medium suppliers and pay them interest on overdue beyond the specified period irrespective of the terms agreed with the suppliers. The Company has not received information from any suppliers regarding their status under MSMED and hence disclosures relating to amount unpaid as at the year end together with interest paid/payable under this Act have not been given.

10 During the year under review, Section 135 of Companies Act 2013 read with (Companies Corporate Social Responsibility )Rules, 2014 has become applicable on the company and in compliance with the provisions of the aforesaid Section read with the said Rules , the company has duly constituted a CSR committee and framed the CSR policy. However, the company has not spend any amount due to the accumulated lossess in preceeding years.

11 Consequent to the introduction of Goods and Services Tax (GST) with effect from 01 July, 2017,the indirect taxes like Central Excise, VAT etc. have been replaced by GST. In accordance with Indian Accounting Standard 18 on Revenue and Schedule III of Companies Act, 2013, GST is not to be included in Gross Revenue from sale of products. In view of aforesaid restructuring of indirect taxes, Gross Revenue from sale of products and Excise duty for quarter and year ended 31 March, 2018 are not comparable with previous periods. Following additional information is being provided to facilitate such comparison.

12 First-time adoption of Ind AS

These are the first financial statements prepared in accordance with Ind AS by the Company.

The accounting policies set out in Note 2 have been applied in preparing financial statements for the year ended 31 March, 2018, the comparative information presented in these financial statements for the year ended 31 March, 2017 and in preparation of an opening Ind AS balance sheet at 1 April, 2016 (the transition date). In preparing its opening Ind AS balance sheet , the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006(as amended) and other relevant provisions of the Act (previous GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in following tables and notes.

A. Exemptions and exceptions availed

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

A.1 Ind AS optional exemptions A1.1 Deemed cost

Para D7AA of appendix C to Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all of its Property, Plant and Equipment and Intangible Assets as recognised in the financial statements as the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments as per Ind AS 101.

The Company has elected to measure all of its Property, Plant and Equipment and Intangible Assets at their previous GAAP carrying value.

A.1.2 Leases

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. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

The Company has elected to apply this exemption for such contracts/arrangements.

A1.3 Investment in subsidiaries

As per Ind AS 101 , If a first-time adopter measures such an investment at cost in accordance with Ind AS 27, it shall measure that investment at one of the following amounts in its separate opening Ind AS Balance Sheet:

(a) cost determined in accordance with Ind AS 27; or

(b) deemed cost. The deemed cost of such an investment shall be its:

(i) fair value at the entity''s date of transition to Ind ASs in its separate financial statements; or

(ii) previous GAAP carrying amount at that date

The Company has availed the exemption and has measured these investments in subsidiaries at deemed cost being the previous GAAP carrying amount at the transition date.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

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

Ind AS estimates as at 1st April 2016 are consistent with the estimates as at the same date made in confirmity with previous GAAP.

Further, the Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at FVTPL or FVOCI; and

- Investment in debt instruments carried at amortised cost

A.2.2 Classification and measurement of financial assets

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

A.2.3 De-recognition of financial assets and liabilities

As per Ind AS 101, an entity should apply de-recognition requirement of Ind AS 109, “ Financial Instruments", prospectively for transactions occurring on or after the date of transition to Ind AS.

B. Reconciliations between previous GAAP and Ind AS:

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods

The following tables represent the reconciliations from previous GAAP to Ind AS.

Notes to reconciliation on first time adoption

Note 1. The Company has elected to take the exemption of para D7AA, Appendix C of Ind-AS 101 for all items of Property, Plant and Equipment, and Intangible Assets as at the date of transition to Ind AS. Hence, as at the date of transition to Ind AS there is no change in the carrying values under previous GAAP .

Note 2 Under pevious GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled previous GAAP profit to total comprehensive income as per Ind AS.

Note 3 Under previous GAAP, non-current liabilities are recognised on undiscounted basis. Ind AS requires such liabilities to be recognised initially at fair value and then to be carried at amortised cost. The discounted value of the liabilty is increased over the period of term by recognising the notional interest expense under ''finance cost'' .

Note 4 Under previous GAAP, the Company recognises settlement liabilty on undiscounted basis. Under Ind AS, financial liabilty is to be recognised at fair value and carried at amortised cost. D1Accordingly the difference between settlement amount and its fair value is adjusted through the asset recognised and subsequently, Notional Interest charged to Statement of Profit & Loss as finance cost over the term. The impact on depreciation is also considered.

Note 5 : Under previous GAAP, the interest free security deposits for leases are accounted at an undiscounted value. Under Ind AS, the security deposits for leases have been recognised at discounted value and the difference between undiscounted and discounted value has been recognised as ''Deferred lease rent'' which has to be amortised over respective lease term as rent expense under ''other expenses''. The discounted value of the security deposits is increased over the period of lease term by recognising the notional interest income under ''other income''.

Note 6 The changes in the deferred tax assets are on account of adjustments made on transition to Ind AS.

Note 7 Investment in mutual funds have been fair valued in accordance with Ind AS 109.Under previous GAAP these investments were carried at cost net of diminution in their value as at the Balance Sheet date. Accordingly,fair value changes are recognised in the statement of profit and loss for the year ended on 31 March, 2017.

Note 8 Under previous GAAP, the Company has recognised share issue expenses in profit and loss. Ind AS requires the transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. (Rs.in lakhs)

Note 9 Under the previous GAAP the net effect of periodical cost reconciliation with customer were grouped under other expenses/income, however, under Ind AS 18 “Revenue, these expenses are netted off against sale of goods.

Note 10 : Both under previous GAAP and Ind AS, the Company recognised costs related to its postemployment defined benefit plan on an actuarial basis. Under previous GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS 19, Actuarial gains and losses pertaining to defined benefit obligations and re-measurement pertaining to return on plan assets are recognised in Other Comprehensive Income and are not reclassified to profit or loss. Thus the employee benefit cost is reduced by Rs.540,858 and Remeasurement gains/ losses on defined benefit plans has been recognized in the OCI net of tax.

Note 11 : Under previous GAAP, written down of inventories to net relisable value as well as the reversal of such write down disclosed as expense or income respectively. Ind AS 2 “Inventories", the amount of any reversal of any write-down of inventories, shall be recognised as a reduction in the amount of inventories recognised as an expense in the period in which reversal occurs.

Under previous GAAP, discount received from supplier is disclosed as Other Income. Ind AS requires that all rebates and discounts, including prompt settlement discount, should be deducted from the cost of inventories.

Note 13: The Company had taken a loan from Banks which had been waived off during the year 2015. The Company had shown the effect of waiver of loan in Capital Reserve. Under Ind AS, the same as has been reclassified under Retained earnings as an reclassification entry amounting to Rs.3082.89 lakh.

Note 14 : Under the previous GAAP, all the Bank Balances were part of Cash & Cash Equivalents. However, as per Ind AS, only short term Bank Deposit with original maturity of less than three months shall be part of Cash & Cash Equivalent. Accordingly Bank deposits amounting to Rs.37.53 lakh (previous year Rs.34.95 lakh ) which were classified as Cash & Cash Equivalents in previous GAAP are classified as “Financial Assets - Current - Bank Balances Other than Cash & Cash Equivalents" in Ind AS. The changes in Bank deposits which are not classified as Cash & Cash Equivalents of Rs.15.70 lakh forms the part of Operating Activities in Cash Flow Statement.

---

Mar 31, 2016

* Pursuant to approval of shareholders by way of special resolution in accordance with section 42 & 62 of the Companies Act, 2013 and Rules made there under and as per SEBI (ICDR) Regulations, 2009 the Company approved preferential allotment of 34,974,748 fully convertible warrants of Rs.10 each at an issue price of Rs.11 per warrant. During the year, the Company has converted 32,80,000 on January 05, 2016 and 10,259,748 on March 03, 2016 fully convertible share warrants (out of total 34,974,748 share warrants) into the equal number of fully paid up equity shares after receiving full issue price at the rate of Rs.11 per warrant from the respective allottees. The shares allotted by the Company on March 03, 2016 were listed on April 18, 2016.

b) Terms / rights attached to equity shares

Voting : Each holder of equity shares is entitled to one vote per share held.

Dividends : The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed. During the year ended March 31, 2016 and March 31, 2015, no dividend has been declared by the Company.

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

c) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

65,45,245 equity shares issued to the shareholders of merged entities pursuant to the scheme of amalgamation in the financial year 2012-13

(i) The Company was unable to publish its quarterly financial results within the time as specified under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement due to some unforeseen reasons beyond the control of the Company. The Company has paid /provided penalty amounting to Rs.1,790,000 (previous year Rs.4,651,900) levied by the Stock Exchanges (i.e. BSE & NSE) for non compliance of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

(ii) During the year the Management has carried out a detailed exercise to identify fixed assets which were not in active use and were lying idle. As a result, fixed assets having gross value and written down value of Rs.119,615,649 and Rs.43,356,573 respectively were identified as on March 31, 2016. Consequently these assets have been classified under the head ''Other Current Assets'' as assets held for sale/disposal at a estimated realizable value of Rs.439,000. Therefore, loss of Rs.42,917,573 has been charged to the statement of profit and loss shown as exceptional item.

(iii) The Company has entered into a Business Transfer Agreement (BTA) on March 21, 2016 with Avalon Cosmetics Private Limited to sell/transfer one of its undertakings known as "Waves Hygiene Products" on a ''slump sale'' basis for a lump sum consideration without values being assigned to individual assets and liabilities. The agreed total consideration for sale of undertaking under slump sale was Rs.162,500,000 against the net assets value of Rs.297,232,059 as on 21st March 2016. Consequently, loss of Rs.134,732,059 has been charged to the statement of profit and loss shown as an extraordinary item.

1. Contingent liabilities

I. Claims/litigations made against the Company not acknowledged as debts:

a. Sales tax demand Nil (Previous Year Nil).

b. Winding up petition filed against the Company Nil (Previous Year Nil).

c. Matters under litigation:

(i) Claims against the Company by employees, vendors & customers amounting to Rs.3,72,38,145 (Previous Year Rs.3,05,78,000).

(ii) One of the major customers of the Company has wrongfully decided not to renew / terminate the contracts across all the business segments due to which certain assets got idle. However, in order to safeguard the interest of the shareholders, the Company has been pursuing litigation and has sought specific performance of the contract as well against these arbitrary and unjust acts of the multinational company. The Company has filed various suits against the said customer amounting to Rs.6,29,99,80,817 (Previous Year Rs.6,29,99,80,817) and vice versa said customer has also filed counter claims against the Company amounting to Rs.2,06,14,52,365 (Previous Year Rs.2,06,14,52,365).

The management of the Company believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial condition and results of operations.

II. Others:

Bank Guarantee issued by Bank amounting to Rs.69,10,605 (Previous Year Rs.69,10,605)

2. Employee benefit obligations

As per Accounting Standard 15 "Employee Benefits" the disclosures relating to employee benefits obligations defined in the Accounting Standard are given below:

a) Defined contribution plan - Employer''s contribution to provident fund and Employees'' State Insurance Scheme recognized as expense in the Statement of Profit and Loss for the year are as under:

*Included in contribution to provident and other funds under employee benefit expenses (Refer Note 25)

3. Employee benefit obligations (contd.)

b) Defined benefit plan

Gratuity - The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Leave benefits - Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

Note:

The discount rate has been assumed at 7.9% (March 31, 2015: 7.80%) which is determined by reference to market yield at the Balance Sheet date on Government Securities. The estimate for rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

V. Employer''s best estimate of contribution towards gratuity during the next year is Rs.14,29,332 (March 31, 2015: Rs.15,71,745 )

Employer''s best estimate of contribution towards leave benefits during the next year is Rs.3,22,681 (March 31, 2015: Rs.3,27,161)

* Net Segment Assets = Segment Assets- Segment liabilities

# The segmental information for reportable segments ''Full service goods based-Oral Care " is currently not realistically ascertainable as the manufacturing process for this segment and that for full service goods based contract manufacturing is similar. The Company is in the process of making necessary changes in the accounting software to derive relevant details related to this new reportable segment.

4. Balances shown under trade receivables, group companies, loans & advances, trade payables and other liabilities are subject to confirmation / reconciliation and respective consequential adjustments.

5. Deferred Tax

In accordance with Accounting Standard 22 ''Accounting for taxes on income'', in view of recurring losses and in absence of reasonable certainty, the Company has not recognized deferred tax assets amounting to C19,30,96,119/- during the year ended on March 31,2016. Further, there is no virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized , as the Company is enjoying tax benefit under section 80-IC of the Income Tax Act, 1961. Therefore no deferred tax assets have been recognized on brought forward business losses and unabsorbed depreciation during the year ended on March 31, 2016. Consequently, the net deferred tax assets/liability as at March 31, 2016 is Nil. Deferred tax assets and liabilities are attributable to the following:

*Potential equity shares (money received against share warrants) are anti-dilutive hence not been considered for calculation of diluted EPS.

6. Obligation on long term, cancellable operating lease:

The Company has taken premises under cancellable operating leases with an option of renewal at the end of the lease term with mutual consent. There are scheduled escalation clauses. Lease rental expense of Rs.21,16,172 (March 31, 2015: Rs.28,91,581) charged to the Statement of Profit and Loss during the year.

7. The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED), promulgated by Government of India came into force with effect from 2 October 2006. As per the Act, the Company is required to identify the Micro and Medium suppliers and pay them interest on overdue beyond the specified period irrespective of the terms agreed with the suppliers. The Company has not received information from any suppliers regarding their status under MSMED and hence disclosures relating to amount unpaid as at the year end together with interest paid/payable under this Act have not been given.

8. Details of derivative instruments and un hedged foreign currency exposures as at March 31, 2016 are as under:

(a) There are no derivative instruments during the year and as at March 31, 2016 and March 31, 2015.

(b) Particulars of unhedged foreign currency exposure as on March 31, 2016:

* There is a provision of Rs.2,33,32,927/- ( March 31, 2015: Rs.2,32,19,482/- ) against these receivable balances.

9. Information pursuant to Regulations 34(3) & 53(f) of the Listing Obligations and Disclosure Requirements with Stock Exchanges

A. Interest free loan and advances to subsidiaries, in the nature of loan with no specifies repayment schedule: #Provision for diminution in value of investment has been made in books of accounts for the entire investment.

Figures in brackets represents previous year figure.

10. The Company is not meeting the eligibility criteria as prescribed in section 135 of Companies Act 2013 for spending on corporate social responsibility and hence no such expenditure has been incurred during the year.

11. Previous year figures have been regrouped/ reclassified wherever considered necessary to confirm to the presentation of current year''s financial statements.

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Mar 31, 2015

1. BACKGROUND

JHS Svendgaard Laboratories Limited is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. The main portfolio of the Company is to carry out manufacturing and exporting of oral care and hygiene products including toothbrushes, toothpastes, mouthwash, sanitizers and job work of detergent powder.The Company's shares are listed for trading on the National Stock Exchange and the Bombay Stock Exchange in India.

2. Terms / rights attached to equity shares

Voting :

Each holder of equity share is entitled to one vote per share held."

"Dividends:

The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed. During the year ended March 31,2015 and March 31, 2014, no dividend has been declared by the Company."

"Liquidation:

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

3. Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceeding the reporting date:

65,45,245 equity shares issued to the shareholders of merged entities pursuant to the scheme of amalgamation in the finacial year 2012-13

1. In the financial year ended March 31, 2012, the Company had received capital subsidy under the Central Capital Investment Subsidy Scheme, 2003 of the Government of India. The subsidy received is being amortised over the useful life of the assets which is estimated as 10 years.

2. Details of security, and repayment terms of One Time Settlement with ICICI Bank / Bank of India (lender banks)

* Security

a. Pari passu charge on movable and non-movable fixed assets being financed by the facility.

b. Pari passu charge on uncharged net block and on current assets of the company.

c. Pari passu charge and Equitable mortgage on the following properties of the Company with Banks

i. Khata Khatauni No. 13/14, Khasra No. 420/353 measuring 2.05 bighas.

ii. Khasra no.89 measuring 4.18 bighas.

iii. Khata Khatauni No. 6/6, Khasra No. 179/82 measuring 3.15 bighas.

iv. Khata no. 85/1, measuring 4 bighas.

v. Khata Khatauni No. 27/28, Khasra No. 418/67 measuring 4.60 bighas situated at Mouza Kheri, Kala-Amb, Tehsil Nahan, District, Sirmour, HP (total land measuring 19.04 bighas) in the name of Company

vi. Equitable mortgage of free hold project land measuring in Khata Khatauni no. 19 min/20 min, and Khasra no 86 measuring 3-3 bighas, Khata Khatauni no 21/22, Khasra No. 417/67, measuring 3 bigha khatra khatauni no 23/24, Khasra no 173/60 measuring 2-18 bighas 3 kites, total measuring 9-1 bighas, situated at Mauza Kheri, Tehsil Nahan, District - Sirmour, Himachal Pradesh.

d. Personal gurantee of Mr. Nikhil Nanda limited to the value of 47,04,446 shares of the Company * Refer Note No. 29 (ii)

3. Details of security, and principal repayment terms of Vehicle loans

Vehicle loans Rate of interes Interest rate is in the range of 8% p.a to 12% p.a. Repayment terms Repayable within a period of 60 months. Security Respective assets are hypothecated against the loans taken to acquire such vehicles.

(i) In the financial year 2012-13, as per the management's decision, the Company had written off its unrealizable trade receivables amounting Rs. 48.28 crores which were set-off against Securities Premium Account directly. This was subject to approval of the application made to the Hon'ble High Court of Himachal Pradesh for ratifying the said adjustment. The management has decided to withdraw the said application from the Hon'ble High Court. Accordingly, during the year the Company has reversed the treatment given in the earlier year for write off amounting to Rs. 48.28 crores by crediting Securities Premium Account and charged the same to the Statement of Profit and Loss as on March 31, 2015.

(ii) During the year ended on March 31, 2015, the Company has entered into "One Time Settlement" (OTS) of dues with its lender banks to clear all the outstanding loans & interest thereon. As per the terms of the OTS the Company was required to pay Rs. 23.50 crores as the OTS amount before 30.06.2015

As a result of OTS, the unpaid interest on borrowings outstanding as on March 31, 2014 has been reversed and credited to the statement of profit and loss. Further, the waiver under OTS has been proportionately apportioned between the outstanding liabilities towards the various working capital facilities and term loan as detailed under:

* the waiver amount on account of working capital facilities has been credited to the Statement of Profit and Loss ;

* the waiver amount on account of term loan facilities amounting to Rs. 30.82 crores has been credited to Capital Reserve directly being in the nature of capital receipt.

As on the date of signing of the result the Company has made the entire payments as per the terms of the OTS agreed with the banks & consequently the banks has also issued no dues certificates to the Company. Consequently the banks has released the charges on the assets of the Company and withdrawn the proceedings from debt recovery tribunal.

(iii) As on date, the Company has realised its foreign trade receivables which were outstanding since long and against which the Company had made provisions in the earlier year. Consequently, the provision equal to amount recovered has been written back in the financial statements of current year.

(iv) During the year, the Company as part of its regular recoverability evaluation process has identified certain loans & advances and capital advances which were doubtful of recovery or did not have recoverable value equivalent to the book value. Accordingly, on a prudent basis, the management has recorded a provision of Rs. 12.21 croes (previous year Rs. 7.28 crores ) in the books of account towards such advances or portions thereof, which were doubtful of recovery. The management is continuously monitoring the settlement of these balances and is regularly following up with respective parties for recovery of the said advances. The management believes that other advances which have not been provided for, although have been long outstanding are fully recoverable, hence, the management believes that existing provision recorded in books is sufficient to cover any possible future losses on account of non recovery of such advances.

(v) The Company was unable to publish its quarterly financial results within the time as specified under clause 41 of the listing agreement due to some unforeseen reasons beyond the control of the Company. The Company has provided penalty amounting to Rs. 0.47 Crore levied by the Stock Exchanges (i.e. BSE & NSE) from the date of default i.e. 15.08.2014 to 31.03.2015 for non compliance of clause 41 of the listing agreement.

(vi) During the year, the Company carried out a detailed exercise to review its long outstanding payables and pursuant to such exercise, has written back an amount of Rs 0.96 Crore payable to various parties as in the opinion of the management such amounts were not payable to respective parties. Such old unpaid balances were mainly due to the fact that certain vendors had supplied less than billed quantity, defective or sub-standard material or material not meeting specifications given by the Company. The management does not expect any liability to devolve on the Company in respect of balances so written back.

4. Contingent liabilities

I. Claims against the Company not acknowledged as debts:

a. Sales tax demand for non-submission of statutory forms for the year 2007-08 amounting to Rs Nil (March 31,2014 Rs 4,73,011)

b. Winding up petition filed against the Company amounting to Rs Nil (March 31,2014 Rs 12,00,000)

c. Matters under litigation

i. The Company is a party to various legal proceedings in the normal course of business. The Company's pending proceedings/ litigations comprise of claims against the Company by employees, vendors & customers amounting to Rs 3,05,78,000 (March 31,2014 Rs 14,61,000). The said claims however are disputed by the Company and the Company has also filed its counter claims. The Company has reviewed all its pending proceedings and litigations and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in the financial statements.

ii. One of the major customers of the Company has wrongfully decided not to renew / terminate the contracts across all the business segments due to which certain assets got idle. However, in order to safeguard the interest of the shareholders, the Company has been pursuing litigation and has sought specific performance of the contract as well against these arbitrary and unjust acts of the multinational Company. The Company has filed various suits against the said customer amounting to Rs 6,29,99,80,817 and vice versa said customer has also filed counter claims against the Company amounting to Rs 2,06,14,52,365.

II. Others

Bank Guarantee issued by banks amounting to Rs 69,10,605 (March 31,2014 Rs 1,19,10,605 ).

The Company does not expect the outcome of these proceedings and litigations to have a material adverse effect on the Company's financial conditions, results of operation or cash flows.

b) Defined benefit plan

Gratuity - The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Leave benefits - Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

5. Related party disclosures

The disclosures as required by the Accounting Standard -18 (Related party disclosures) are as under: a. Names of related parties and description of relationship:

S. No. Relationships

i. Enterprise under control of the reporting enterprise (Subsidiary companies)

ii. Individuals having significant influence over the Company and Key Management Personnel (KMP)

ii. Relatives of persons in (ii)

iii. Enterprises over which significant influence can be exercised by persons mentioned in (ii) and (iii) above or enterprise that have a member of key management in common with the reporting enterprise.

S. No. Name of Related Party

i. a) Jones H. Smith, FZE (United Arab Emirates)

b) JHS Svendgaard Dental Care Limited (India)

c) JHS Mechanical and Warehousing Private Limited (India)

ii. a) Mr. Nikhil Nanda (Managing Director)

b) Mr. Vishal Sarad Shah (Whole time Director w.e.f 14.02.2015)

c) Mr. Paramveer Singh (Chief Executive Officer)

d) Mr. Neeraj Kumar (Chief Financial Officer)

e) Ms Isha Sablok (Company Secretary upto 13.04.2015)

f) Mr Dheeraj Kumar Jha (Company Secretary w.e.f 13.04.2015)

ii. a) Mrs. Sushma Nanda

iii. a) Berco Engineering Private Limited

b) Dr. Fresh Inc, USA.

c) Sunehari Exports Limited

d) Number One Real Estate Private Limited

e) JHS Svendgaard Infrastructure Private Limited

f) Apogee Manufacturing Private Limited

g) Dr. Fresh IT Parks Private Limited

h) Magna Waves Impex Private Limited

i) Secure Rail India Private Limited

i) During the year, the Company has revised the depreciation rates based on the useful lives of its all tangible assets as prescribed in Part C of Schedule II to the Companies Act, 2013 except moulds & dies which are depreciated over the useful life of 5 years as estimated by the management. The management has identified tangible fixed assets and their major components and has reviewed / determined their remaining useful lives. Accordingly, the depreciation on tangible fixed assets is provided for in accordance with the provisions of Part C of Schedule II to the Companies Act, 2013. In respect of assets whose remaining useful life is Rs.Nil', as on March 31,2014, their carrying amount of Rs. 38,95,012 after retaining the residual value as on 1st April, 2014 has been charged to the Statement of Profit & Loss. On account of the above changes, depreciation for the current year is lower by Rs. 1,19,56,650.

ii) During the year, the Company has carried out a detailed exercise to review its long outstanding capital payables and pursuant to such exercise, the Management is of view that these amounts were not payable to such parties. These old unpaid balances were mainly due to the fact that certain vendors had supplied defective or sub-standard material or material not meeting specifications given by the Company. The management does not expect any liability to devolve on the Company in respect of above unpaid balances. Consequently, the cost of assets has been adjusted during the year amounting to Rs 1,82,60,239 and depreciation charged thereon has also been reversed by Rs 36,02,771.

iii) One of the major customers of the Company has wrongfully decided not to renew / terminate the contracts across all the business segments due to which certain assets got idle. However, in order to safeguard the interest of the shareholders, the Company has been pursuing litigation and has sought specific performance of the contract as well against these arbitrary and unjust acts of the multinational company. Hence, as the matter is sub-judice, the management cannot even consider the impairment as that would impact upon the litigation.

6. Deferred Tax

In accordance with Accounting Standard 22 'Accounting for taxes on income', in view of recurring losses and in absence of reasonable certainty, the Company has not recognized deferred tax assets amounting to Rs 13,08,43,367/- during the year ended on March 31,2015. Further, there is no virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized, as Company is enjoying tax benefit under section 80-IC of the Income Tax Act, 1961. Therefore no deferred tax assets have been recognized on brought forward business losses and unabsorbed depreciation during the year ended on March 31,2015. Consequently, the net deferred tax assets/liability as at March 31,2015 is Nil.

7. Obligation on long term, cancellable operating lease:

The Company has taken premises under cancellable operating leases with an option of renewal at the end of the lease term with mutual consent. There are scheduled escalation clauses. Lease rental expense of Rs. 28,91,581 (March 31, 2014: Rs. 34,57,755) charged to the Statement of Profit and Loss during the year.

8. In accordance with Micro, Small and Medium Enterprises Development Act, 2006 which came into force with effect from October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers(MSME) and pay them interest on overdue amount beyond the specified period irrespective of the terms agreed with the suppliers. The Company has sent e-mails/letters by post to its vendors for obtaining above required information. The Company has not been able to identify the MSME suppliers in absence of written response from its vendors, therefore the liability of interest, if any, cannot be estimated. Management is of the opinion that there will be no liability in view of supplier profile of the Company.

9. Details of derivative instruments and unhedged foreign currency exposures as at March 31, 2015 are as under:

(a) There are no derivative instruments during the year and as at March 31, 2015 and March 31,2014.

(b) Particulars of unhedged foreign currency exposure as on March 31,2015:

10. The Company is not meeting the eligibility criteria as prescribed in section 135 of Companies Act 2013 for spending on corporate social responsibility and hence no such expenditure has been incurred during the year.

11. Balances shown under trade receivables, group companies, loans & advances, trade payables and other liabilities are subject to reconciliation/ confirmation and respective consequential adjustments.

12. Previous year figures have been regrouped/ reclassified wherever considered necessary to confirm to the presentation of current year's financial statements.

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Mar 31, 2014

1. BACKGROUND

JHS Svendgaard Laboratories Limited is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. The main portfolio of the Company is to carry out manufacturing and exporting of oral care and hygiene products including toothbrushes, toothpastes, mouthwash, sanitizers and job work of detergent powder.

The Company''s shares are listed for trading on the National Stock Exchange and the Bombay Stock Exchange in India.

2 : SHARE CAPITAL

a) Terms / rights attached to equity shares

Voting:

Each holder of equity share is entitled to one vote per share held.

Dividends:

The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case where interim dividend is distributed. During the year ended March 31,2014 and March 31,2013, no dividend has been declared by the Company.

Liquidation:

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

2.1 During the financial year ended March 31,2012, the Company had received capital subsidy under the Central Capital Investment Subsidy Scheme, 2003 of the Government of India. The subsidy received is being amortised over the useful life of the assets which is estimated as 10 years.

3.1 The Company has defaluted in repayment of principal and interest (as specified in footnote 6.2) on various facilities availed from ICICI Bank Limited and Bank of India. The Company is in default since previous year ended March 31,2013 and has failed to make good the default till date. During the current year, ICICI Bank Limited has filed a suit with Debt Recovery Tribunal (DRT) for recovery for all outstanding amounts. Accordingly, during the year, the Company has classified entire principal amount oustanding due to ICICI Bank Limited aggregating Rs.442,507,333 as current liability (Refer note 11).

4.1 The Company has defaluted in repayment of principal and interest on various facilities availed from ICICI Bank Limited and Bank of India. The Company is in default since previous year ended March 31,2013 and has failed to make good the default till date. During the current year, ICICI Bank Limited has filed a suit with Debt Recovery Tribunal (DRT) for recovery for all outstanding amounts. Accordingly, during the year, the Company has classified entire principal amount oustanding due to ICICI Bank Limited aggregating Rs. 442,507,333 as current liability (Refer note 11).

5.1 During the previous year ended March 31,2013, the Company, with a view to present a true and fair view in the financial statements, had written off trade receivables amounting Rs482,892,640 by setting off against the securities premium account as those receivables were considered non recoverable despite persistent efforts for recovery and legal action against some of the parties. The Company had passed a special resolution in the Extra Ordinary General Meeting held on April 25, 2013 to approve this arrangement and had subsequentely filed relevant petition with the Honourable High Court of Himachal Pradesh, on May 24 2013.

5.2 Includes amount due from related parties. Refer note 36.

6.1 Margin money deposits with a carrying amount of Rs.3,397,293 (March 31,2013: Rs 3,096,560) are with various government authorities.

7.1 There is no production in taxable units of the Company in current and previous year hence excise duty is nil.

8.1 This is exclusive of interest expense amounting Rs nil capitalised during the year (March 31,2013: Rs 2,696,794).

9.1 Depreciation on tangible assets for previous year excludes depreciation amounting to Rs. 45,230,144 which relates to amalagamation and which has been shown as extra ordinary item.

10: EXCEPTIONAL ITEMS

(a) During the year, the Company as part of its regular recoverability evaluation process has identified certain trade receivables which were doubtful of recovery or did not have recoverable value equivalent to the book value. Accordingly, on a prudent basis, the management has recorded a provision of Rs.146,360,909 in the books of account towards such trade receivables or portions thereof, which were doubtful of recovery. The management is continuously monitoring the settlement of these balances and is regularly following up with respective parties for recovery of the said trade receivables. The management believes that existing provision recorded in books is sufficient to cover any possible future losses on account of non recovery of such trade receivables.

(b) During the year, the Company as part of its regular recoverability evaluation process has identified certain capital and other advances which were doubtful of recovery or did not have recoverable value equivalent to the book value. Accordingly, on a prudent basis, the management has recorded a provision of Rs.72,838,186 in the books of account towards such advances or portions thereof, which were doubtful of recovery. The management is continuously monitoring the settlement of these balances and is regularly following up with respective parties for recovery of the said advances. The management believes that other advances which have not been provided for, although have been long outstanding are fully recoverable, hence, the management believes that existing provision recorded in books is sufficient to cover any possible future losses on account of non recovery of such advances.

(c) During the year, the Company carried out a detailed exercise to review its long outstanding payables and pursuant to such exercise, has written back an amount of Rs.154,501,657 payable to various parties as in the opinion of the management such amounts were not payable to respective parties. Such old unpaid balances were mainly due to the fact that certain vendors had supplied less than billed quantity, defective or sub-standard material or material not meeting specifications given by the Company. The management does not expect any liability to devolve on the Company in respect of balances so written back.

11. Contingent liabilities (Amount in Rs March 31, 2014 March 31, 2013

Claims made against the Company not acknowledged as debts

a. Sales tax demand for non submission 473,011 473,011 of statutory forms for the year 2007-08 (paid under protest Rs 473,011, March 31, 2013: Rs 473, 011) (Refer footnote i)

b. Winding up petition filed against 1,200,000 - the Company (Refer footnote ii)

c.Case filed by fixed assets vendor for 1,461,000 1,461,000 moulds and legal charges

i. There was a sales tax demand for non submission of statutory forms for the year 2007-08. The Company had preferred an appeal before the Commissioner of Sales tax and deposited the amount under protest. The demand has been deleted by Additional Commissioner, Sales tax, Noida vide its order dated May 20, 2014 which is now refundable.

ii. A service provider of the Company had filed a petition for winding of the Company before the Hon''ble High Court of Himachal Pradesh at Shimla. The Hon''ble high Court of Himachal Pradesh at Shimla has decided the case but has not pronounced its judgement and reserved it for a later date. The Management is of the opinion that there will be no likely outflow and the judgement would be in favour of the Company. Hence, no provision is required in the books.

12. Employee benefit obligations

As per Accounting Standard 15 "Employee Benefits" the disclosures relating to employee benefits obligations defined in the Accounting Standard are given below:

b) Defined benefit plan

Gratuity - The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Leave benefits- Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

V. Employer''s best estimate of contribution towards gratuity during the next year is Rs 747,415 (March 31, 2013: Rs 1,037,816)

Employer''s best estimate of contribution towards leave benefits during the next year is Rs 234,033 (March 31,2013: Rs 556,157) 35. Segment reporting (As per AS - 17 Segment Reporting)

In accordance with AS-17 "Segment Reporting", segment information has been given in the consolidated financial statements of JHS Svendgaard Laboratories Limited, and therefore, no separate disclosure on segment information has been given in these financial statements.

13. Obligation on long term, cancellable operating lease:

The Company has taken premises under cancellable operating leases with an option of renewal at the end of the lease term with mutual consent. There are scheduled escalation clauses. Lease rental expense of Rs 3,457,755 (March 31, 2013: Rs 3,084,036) charged to the Statement of Profit and Loss during the year.

14. In accordance with Micro, Small and Medium Enterprises Development Act, 2006 which came into force with effect from October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue amount beyond the specified period irrespective of the terms agreed with the suppliers. The Company has sent e-mails to its vendors. However, in absence of written response from its vendors, the liability of interest, if any, cannot be reliably estimated. Management is of the opinion that there will be no liability in view of supplier profile of the Company.

15. Derivative instruments and un hedged foreign currency exposures as at March 31,2014 are:

There are no derivative instruments during the year and as at March 31,2014 (a) Interest rate swaps

The Interest on External Commercial Borrowings (ECB) and Foreign Currency Term Loan (FCTL) is agreed at Libor 1.50% spread on ECB and Libor 1.60% spread on FCTL. A hedging agreement was entered by the Company with ICICI Bank through which it was swapped to pay fixed Libor at 2.98 % for both ECB and FCTL fixing the total cost of interest to the Company at 4.48% for ECB and 4.58% for FCTL (i.e. 2.98% Libor the spread of respective loans). The same has been closed as at the March 31,2013.

16. The Company has appointed independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises were undertaken at "arms length basis". Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. The Transfer Pricing Certificate Under Section 92 E for the year ending March 31, 2013 has been obtained and there are no adverse comments requiring adjustments in these accounts.

17. During the previous year, JHS Svendgaard Hygiene Products Limited (Transferor Entity No-1) and Waves Hygiene Products (Transferor Entity No-2), have been amalgamated into JHS Svendgaard Laboratories Limited (Transferee), on a going concern basis with effect from appointed date i.e. March 31,2010 pursuant to the order of Hon''ble High Court of Delhi and Hon''ble High Court of Himachal Pradesh:

a) The scheme of amalgamation was sanctioned by the Hon''ble High Court of Delhi vide its order dated August 30, 2011 and the Hon''ble High Court of Himachal Pradesh at Shimla, vide its order dated May 28, 2012.

b) The order of the Hon''ble High Court of Himachal Pradesh was submitted to Registrar of Companies, Chandigarh on June 25, 2012.

c) After receipt of final order of Hon''ble High Court of Himachal Pradesh approving merger the Company applied for certified copy of Delhi High Court order as it is required to be filed with Registrar of Companies, Delhi. Accordingly the said copy was obtained on August 6, 2012.

d) The order of Hon''ble High Court of Delhi was submitted to Registrar of Companies, Delhi on August 8, 2012.

e) The operations of erstwhile JHS Svendgaard Hygiene Products Limited and Waves Hygiene Products were also engaged in the similar

line of business into which JHS Svendgaard Laboratories Limited is engaged i.e. manufacturing of dental, oral care and hygiene products etc.

f) Pursuant to the scheme of amalgamation, JHS Svendgaard Laboratories Limited has issued shares to the shareholders of the transferor entities in the following manner:

i. The equity shareholders of JHS Svendgaard Hygiene Products Limited have been allotted 158 fully paid up equity shares of Rs10 each for every 100 fully paid up equity shares of Rs10 each held in Transferor Company No. 1.

ii. The partners of Waves Hygiene Products have been allotted 1,792,746 fully paid up equity shares of Rs 10 each in their capital contribution ratio.

g) In terms of the scheme, the assets and liabilities of the transferor entities have been accounted for at their book value as it stood in their books of account. Accordingly, the difference of Rs 19,973,776 in JHS Svendgaard Hygiene Products Limited and Rs 44,824,437 in Waves Hygiene Products between the value of net assets acquired and the consideration as mentioned in para above has been (debited)/ credited to the amalgamation reserve.

h) The amalgamation has been accounted for as per pooling of interest methods as referred to in paragraph 3(e) of ''Accounting Standard 14'' issued by The Institute of Chartered Accountants of India for an amalgamation in the nature of merger.

Pursuant to the scheme of amalgamation the following arrangements/ adjustments has been recorded in the books of the Company:

i. As a result of order of the Hon''ble High court of Delhi and the Hon''ble High court of Himachal Pradesh, the assets and liabilities and income and expenditure of transferor companies as in table 1 below stand vested in transferee Company w.e.f March 31, 2010 till March 31,2012. Since the figures could not be incorporated with the assets and liabilities of the year ended March 31, 2012 or prior years as the order of High courts were received after the finalization of financial statements of both the Companies, the assets and liabilities as at March 31,2012 (Table 2 below) have been added with the figures of transferee Company and profits of two years in transferor companies '' 83,824,177 have been shown as extra ordinary item in the Statement of Profit and Loss.

The following table summarizes the value of assets and liabilities taken over and the amount of consideration paid:

13. The Company has been incurring operating losses and one of the key customer has wrongfully not renewed the contract with the Company. The Company has also defaulted in repayments of loans and interest due to the banks and one of the bankers has filed a case against the Company with Debts Recovery Tribunal (DRT). In order to come out of the above mentioned situation the Company is taking various steps. The Company has initiated legal proceedings against the said customer for not renewing the contract and putting the Company in financial distress. The Company is in the process of negotiating with the banks for settlement. The Company is also evaluating various options to revamp its finances. The Company is trying to expand its business with its other customers to run the plant and have recently launched its own brand to cover the operating losses. Accordingly, the accompanying financial statements for the year ended March 31, 2014 have been prepared assuming that the Company will continue as a going concern.

14. Previous year figures have been regrouped/ reclassified wherever considered necessary to conform to the presentation of current year''s financial statements.

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Mar 31, 2013

JHS Svendgaard Laboratories Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in manufacturing a range of oral and dental products for elite national and international brands. The main portfolio of the company is to carry out manufacturing and exporting of oral care and hygiene products including toothbrushes, toothpastes, mouthwash, senitizers and job work of detergent powder.

The Company''s shares are listed for trading on the National Stock Exchange and the Bombay Stock Exchange in India.

1. Employee benefit obligations

As per Accounting Standard 15 "Employee Benefits" the disclosures relating to Employees benefits obligations defined in the Accounting Standard are given below:

(a) Defined contribution plan- Employer''s contribution to provident fund and Employees'' State Insurance Scheme recognized as expense in the Statement of Profit and Loss for the year are as under:

*Included in contribution to provident and other funds under employee benefit expenses (Refer Note 25)

(b) Defined benefit plan-

Gratuity - The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Leave encashment- Provision for leave encashment is made by the Company on the basis of actuarial valuation using the projected unit cost method.

2. Obligation on long term, conciliable operating lease

The company has taken premises under conciliable operating leases with an option of renewal at the end of the lease term with mutual consent. There are schedule escalation clauses. Lease rental expense of Rs. 3,084,036 (March 31, 2012: Rs. 2,590,686) charged to the Statement of Profit & Loss during the year

3. Earnings per share

The calculation of Earnings per share (EPS) has been made in accordance with Accounting Standard (AS)-20 notified in Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. A statement on calculation of basic and diluted EPS is as under:

4. In accordance with Micro, Small and Medium Enterprises Development Act, 2006 which came into force with effect from October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue amount beyond the specified period irrespective of the terms agreed with the suppliers. The Company has sent the written letters to all vendors. However, in absence of written response from all vendors, the liability of interest, if any, cannot be reliably estimated. Management is of opinion that there will be no liability in view of supplier profile of the Company.

5. In the opinion of the management all transactions with the related parties are made on the basis of arm length price and / or at comparatives/ benefit assessment basis. The Report of Chartered Accountant under section 92E (Transfer Pricing) of the Income Tax Act, 1961 will be submitted along with the Income Tax Return. The Company is in process of updating records for this purpose. The Company does not expect liability. Also Intercompany balances are in agreement with the balances of respective companies. The transfer pricing audit for the year ended March 31, 2012 has been completed, which did not result in any adjustment.

6. During the year JHS Svendgaard Hygiene Products Limited (Transferor Entity No-1) and Waves Hygiene Products (Transferor Entity No-2), have been amalgamated into JHS Svendgaard Laboratories Limited (Transferee), on a going concern basis with effect from appointed date i.e. March 31, 2010 pursuant to the order of Hon''ble High Court of Delhi and Hon''ble High Court Himachal Pradesh:

a) The scheme of amalgamation was sanctioned by the Hon''ble High Court of Delhi vide its order dated August 30, 2011 and the Hon''ble High Court of Himachal Pradesh at Shimla, vide its order dated May 28, 2012.

b) The order of Hon''ble High Court of Himachal Pradesh was submitted to Registrar of Companies, Chandigarh on June 25, 2012.

c) After receipt of final order of Hon''ble High Court of Himachal Pradesh approving merger the Company applied for certified copy of Delhi High Court order as it is required to be filed with Registrar of Companies, Delhi. Accordingly the said copy was obtained on August 6, 2012.

d) The order of Hon''ble High Court of Delhi was submitted to Registrar of Companies, Delhi on August 8, 2012.

e) The operations of erstwhile JHS Svendgaard Hygiene Products Limited and Waves Hygiene Products were also engaged in the similar line of business into which JHS Svendgaard Laboratories Limited is engaged i.e. manufacturing of dental, oral care & hygiene products etc.

f) Pursuant to the scheme of amalgamation, JHS Svendgaard Laboratories Limited has issued shares to the shareholders of the transferor entities in the following manner:

i. The equity shareholders of JHS Svendgaard Hygiene Products Limited have been allotted 158 fully paid up equity shares ofRs. 10 each for every 100 fully paid up equity shares of f 10 each held in Transferor Company No. 1.

ii. The partners of Waves Hygiene Products have been allotted 1,792,746 fully paid up equity shares of * 10 each in their capital contribution ratio.

g) In terms of the scheme, the assets and liabilities of the transferor entities have been accounted for at their book value as it stood in their books of accounts. Accordingly the difference of X 19,973,776 in JHS Svendgaard Hygiene Products Limited and X 44,824,437 in Waves Hygiene Products between the value of net assets acquired and the consideration as mentioned in para f above has been (debited)/ credited to the amalgamation reserve.

h) The amalgamation has been accounted for pooling of interest methods as referred to in paragraph 3(e) of ''Accounting Standard 14'' issued by The Institute of Chartered Accountants of India for an amalgamation in the nature of merger.

Pursuant to the scheme of amalgamation the following arrangements/ adjustments has been made in the books of the Company: [A] As a result of order of Hon''ble High court of Delhi & Hon''ble High court of Himachal Pradesh, the assets and liabilities and income and expenditure of transferor companies as in table 1 below stand vested in transferee company w.e.f March 31, 2010 till March 31, 2012. Since the figures could not be incorporated with the assets and liabilities of the year ended March 31, 2012 or prior years as the order of High courts were received after the finalization of financial statements of both the Companies, The assets and liabilities as at March 31, 2012 (Table 2 below) have been added with the figures of transferee company and profits of two years in transferor companies Rs. 83,824,177 have been shown as extra ordinary item in the Statement of Profit and Loss.

7. One of the customers for which the Company does processing job has decided not to renew the contract with effect from June 30, 2013. However, the management is confident that the matter will be resolved amicably and even otherwise the Company can continue with alternate business plans. Accordingly, the management do not expect any significant impact on the Company''s operation due to this event.

8. Previous year figures have been regrouped/ reclassified wherever considered necessary to conform to the presentation of current year''s financial statements.

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Mar 31, 2012

1. BACKGROUND

JHS Svendgaard Laboratories Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in manufacturing a range of oral and dental products for elite national and international brands. The main portfolio of the company is to carry out manufacturing, exporting, importing and trading of oral care and hygiene products including toothbrushes, toothpastes, mouthwash, denture tablets, sanitizers etc.

2. SHARE CAPITAL

a) Terms/rights attached to equity shares

Voting

Each holder of equity shares is entitled to one vote per share held.

Dividends

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting, except in the case where interim dividend is distributed. During the year ended March 31, 2012 the amount of per share dividend recognised as distributions to equity shareholders is Rs. Nil (March 31, 2011: Rs. 0.75 /-)

Liquidation

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

c) No shares have been allotted as fully paid up pursuant to any contract(s) without payment being received in cash, allotted as fully paid up by way of bonus shares or bought back.

3. DEFERRED TAX LIABILITIES/(ASSETS) (NET)

In accordance with Accounting Standard 22 on 'Accounting for Taxes on Income' the deferred tax liabilities of Rs. 25,901,630* has been recognised as charge in the statement of profit and loss. The effect of significant timing differences as at March 31, 2012 that reverse in one or more subsequent years give rise to the following net deferred tax liability as at 31 March, 2012.

4. CONTINGENT LIABILITIES AND COMMITMENTS

A. CONTINGENT LIABILITY (Amount in Rs.)

Particulars March 31, 2012 March 31, 2011

(i) Claim made against the company not acknowledged as debts

- Sales tax demands (paid under protest Rs. 582,335) for non 946,021 946,021 submission of statutory forms.*

- Case filed by fixed assets vendor for moulds and legal charges. 1,461,000 1,461,000

(ii) Others:

(a) Bank guarantee issued by bank (margin money kept by way of 5,327,594 145,417 fixed deposit Rs. 827,594 (March 31, 2011: Rs. 15,000)

(b) Corporate guarantees given by the company to banks on behalf of others. ** 134,314,729 436,000,000

(c) Outstanding letter of credit (margin money kept by way of NIL 17,877,557 fixed deposit Rs. NIL (March 31, 2011: Rs. 3,559,410)

* The company has preferred an appeal before Commissioner of Sales tax and deposited the same under protest.

** The company has provided a corporate guarantee in favour of ICICI Bank Limited for credit facilities sanctioned by the bank to the following entities:

- Wave Hygiene Products (Partnership Firm) : Rs.Nil

- JHS Svendgaard Hygiene Products Limited : Rs.134,314,729 (Refer note 34)

The Board of Directors has approved the Scheme of Amalgamation of the above two entities with the company on July 7, 2010. The said scheme was approved by Honourable Delhi High Court on August 30, 2011. The Honourable High Court of Shimla on March 26, 2012 has reserved the final order of merger which will be pronounced as stated by Honourable High Court of Shimla. Since the order of Shimla High Court is still pending, these financial statements are prepared without giving effect to this amalgamation.

Note: Based on the past experience, interpretations of the provisions of Income tax and provisions of Service tax, the company is of the view that the above demands are likely to be deleted or substantially reduced and accordingly no provision has been considered in books of account.

5. EMPLOYEE BENEFIT OBLIGATIONS

As per Accounting Standard 15 "Employee Benefits" the disclosures of Employees benefits as defined in the Accounting Standard are given below:

b) Defined benefit plan

Gratuity - The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations.

Leave encashment- Provision for leave encashment is made by the Company on the basis of actuarial valuation.

6. SEGMENT REPORTING (AS PER AS – 17 SEGMENT REPORTING)

In accordance with AS-17 "Segment Reporting", segment information has been given in the consolidated financial statements of JHS Svendgaard Laboratories Limited, and therefore, no separate disclosure on segment information is given in these financial statements.

7. In accordance with Micro, Small and Medium Enterprises Development Act, 2006 which came into force with effect from October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue amount beyond the specified period irrespective of the terms agreed with the suppliers. The Company has sent the written letters to all vendors. However, in absence of written response from all vendors, the liability of interest, if any, cannot be reliably estimated. Management is of opinion that there will be no liability in view of supplier profile of the Company.

8. In the opinion of the management all transactions with the related parties are made on the basis of arm length price and / or at comparatives/ benefit assessment basis. The Report of Chartered Accountant under section 92E (Transfer Pricing) of the Income Tax Act, 1961 will be submitted along with the Income Tax Return. The Company is in process of updating records for this purpose. The Company does not expect liability. Also Intercompany balances are in agreement with the balances of respective companies. The transfer pricing audit for the year ended March 31, 2011 has been completed, which did not result in any adjustment.

9. The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956 ('the Act'). During the year, the revised Schedule VI notified under the Act has become applicable to the Company. Accordingly, the Company has reclassified previous year figures to conform to the current year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principle followed for preparation of financial statements. However, it has a significant impact on presentation and disclosures made in the financial statements.

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Mar 31, 2011

1. Contingent Liabilities and commitments (Amounts in Rs.)

Particulars As at As at March 31, 2011 March 31, 2010

(i) Claim made against the Company not acknowledged as debts

- Sales Tax Demands for non submission of statutory forms.* 946,021 655,188

- Case filed by Fixed Assets Vendor for moulds and legal charges 1,461,000 –

(ii) Estimate amount of contracts remaining to be executed on capital account and not provided for (net of Capital Advances) 6,569,875 5,780,461

(iii) Others:

(a) Bank Guarantee issued by Bank (margin money kept by way of fixed deposit Rs.15,000 (previous year Rs. 500,000)) 145,417 5,000,000

(b) Corporate guarantees given by the Company to Banks on behalf of others.** 436,000,000 –

(c) Outstanding letter of credit (margin money kept by way of fixed deposit Rs.3,559,410 (previous year Rs.250,000)) 17,877,557 2,451,102

* The Company has preferred an appeal before Commissioner and deposited the same under protest. ** The Company has provided a corporate guarantee in favor of ICICI Bank Limited for credit facilities sanctioned by the bank to the following entities:

- Wave Hygiene Products (Partnership Firm) : Rs.250,000,000

- JHS Svendgaard Hygiene Products Limited : Rs.186,000,000

The Board of Directors has approved the Scheme of Amalgamation of the above two entities with the Company on July 7, 2010. The said scheme was pending for approval in the Delhi High Court and Shimla High Court as on March 31, 2011. Subsequently, it has been approved by Delhi High Court on August 30, 2011 and approval of Shimla High Court was pending. These financial statements are prepared without giving effect to this amalgamation.

Note: Based on the past experience, interpretations of the provisions of Income Tax and Provisions of Service Tax, the Company is of the view that the above demands are likely to be deleted or substantially reduced and accordingly no provision has been made.

2. The balances of the accounts comprised in sundry debtors, creditors and advances are subject to confirmations/ reconciliation and consequential adjustments.

3. In the opinion of the Board, the current assets, loans and advances appearing in the Company's Balance Sheet as at year end would have realisable value at least equal to the respective amounts at which they are stated in the balance sheet.

4. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

5. Prior Period Items:

6. Employee Benefit Obligations

As per Accounting Standard 15 "Employee Benefits" the disclosures of Employees benefits as defined in the Accounting Standard are given below:

b) Defined Benefit Plan

Gratuity - The present value obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The summarised positions of various defined benefits are as under:

* Assuming all Actuarial (gain)/Loss comprises of experience adjustments only.

The estimate for rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The above information is certified by the actuary.

7. Segment Reporting (as per AS – 17 Segment Reporting)

In accordance with AS-17 "Segment Reporting", segment information has been given in the consolidated financial statements of JHS Svendgaard Laboratories Limited, and therefore, no separate disclosure on segment information is given in these financial statements.

8. Related Party

The Disclosures as required by the Accounting Standard -18 (Related Party Disclosure) are as under:

* Mr. Puneet Kumar Manglik had ceased to be the Executive Director of the Company from October 31, 2009

** JHS Svendgaard Hygiene Products Limited had ceased to be the subsidiary in the financial year 2009-10 and has become an enterprise over which Key Managerial Personnel and their relatives are able to exercise significant influence.

9. Obligation on long term, cancelable operating leases:

The Company has entered into various cancelable operating leases. Rental Expenses paid during the year ended is Rs.2,798,026 (previous year: Rs.3,433,034).

10. Earnings Per Share

The calculation of Earnings per Share (EPS) has been made in accordance with Accounting Standard (AS) 20 notified in Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. A statement on calculation of Basic and Diluted EPS is as under: (Amounts in Rs.)

11. In accordance with Accounting Standard 22 on 'Accounting for Taxes on Income', the net increase in deferred tax asset of Rs.812,751 for the current year has been recognised in the profit & loss account. The tax effect of significant timing differences as at March 31, 2011 that reverse in one or more subsequent years gave rise to the following net deferred tax assets as at March 31, 2011. (Amounts in Rs.)

The different components of salary cannot be identified as in Salary, allowance, contribution to provident fund etc. The above remuneration does not include expense towards retirement since the same is based on actuarial valuations carried out for the Company as a whole.

12. In accordance with Micro, Small and Medium Enterprises Development Act, 2006 which came into force with effect from October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue amount beyond the specified period irrespective of the terms agreed with the suppliers. The Company has sent the written letters to all of the vendors. However, in absence of written response from all of vendors, the liability of interest, if any, cannot be reliably estimated. Management is of opinion that there will be no liability in view of supplier profile of the Company.

13. The Company had exercised an option relating to "The effects of changes in foreign exchange rates" (Notification No. G.S.R 225 (E)) during the previous years. However, during the current year the same has been released from the General Reserves and credited to the Profit and Loss Account.

* figures in bracket pertain to previous year

14. During the year 2009-10, the Company had proposed issue of 1,100,000 warrants on preferential basis out of which the approval from the National Stock Exchange and the Bombay Stock Exchange has been received for 1,00,000 warrants.

15. During the year the Company has converted 100,000 (previous year 1,550,000) convertible warrants issued on preferential basis at a price of Rs.30 (previous year Rs.46) per warrant into Equity Shares of face value of Rs.10 per share (previous year Rs.10 per share) at a premium of Rs.20 per share (previous year Rs.36 per share) on August 9, 2010.

16. The Board of Directors recommended a final dividend of Rs.0.75 per equity share for financial year 2010-11. The amount of such recommended dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

17. In the opinion of the management all transactions with the related parties are made on the basis of arm length price and / or at comparatives/ benefit assessment basis. The Report of Chartered Accountant under section 92E (Transfer Pricing) of the Income Tax Act, 1961 will be submitted along with the Income Tax Return. Company is in process of updating records for this purpose. Company does not expect liability. Also inter company balances are in agreement with the balances of the respective companies. The transfer pricing audit for the year ended March 31, 2010 has been completed, which did not result in any adjustment.

18. The Company had issued 100,000 Equity Shares on August 9, 2010. This issue was after the date of signing of Balance Sheet but before the record date (i.e. December 24, 2010) for dividend declaration. The dividend pertains to these shares amounts to Rs.50,000 and Rs.8,250 as corporate dividend tax on the same was paid to the allottees. This is appearing as Proposed Dividend (previous year) in the Profit and Loss Account as on March 31, 2011.

19. Previous year figures have been regrouped / rearranged / reclassified to conform to current year classifications.

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Mar 31, 2010

1. Contingent Liabilities

a) Contingent liabilities not provided in the books of accounts: (Amount in Rs.)

Particulars As at As at 31.03.2010 31.03.2009

Guarantees given by banks 50,00,000 50,00,000

Outstanding letter of credit 24,51,102 Nil

b) Sales Tax demand amounting Rs.6,55,188/- against which the Company has preferred an appeal before Commissioner and deposited the same under protest

2. Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances) Rs.57,80,461/- (P Y. Rs.11,40,02,114/-).

3. During the year the subsidiary company Jones H Smith, FZE, UAE has commenced the business.

4. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the balance sheet, if realized in the ordinary course of the business.

5. Balances under Sundry debtors, creditors and advances thereof are subject to confirmation/reconciliation and consequential adjustment if any.

6. Related Party

The Disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:-

a) Following are the names of related parties and description of relation ship, with which there are transactions during the year.

I. Key management personnel

a) Mr. Nikhil Nanda

b) Mr. G.K. Nanda

c) Mr. P.K. Manglik

II. Relatives of Key Management Personnel

a) Mrs. Sushma Nanda

III. Subsidiary Companies

a) Jones H. Smith, FZE.

b) JHS Svendgaard Dental Care Limited

Note: JHS Svendgaard Hygiene Products Limited, being Subsidiary in the Financial Year 2008-09, had ceased to be the subsidiary in the financial year 2009-10

IV. Enterprises over which key management personnel and their relatives exercise significant influence.

a) Berco Engineering Private Limited

b) Dr. Fresh, USA.

c) Number One Real Estate Pvt. Ltd.

d) JHS Svendgaard Hygiene Products Ltd.

7. Obligation on long term, non-cancelable operating leases:

Rental Expenses for operating lease for the years ended March 31, 2010 & March 31, 2009 was Rs. 34,33,034/- & Rs.67,97,626/- respectively. The Company has not executed any non cancelable operating leases.

8. Sundry Creditors in Schedule No. 12, Accounts include

Sundry Creditors in Schedule No.12; Accounts include

a) Rs. Nil/- due to creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME); and

b) Rs. Nil/- is payable for interest during the year to Micro, Small and Medium Enterprises.

c) The above information has been determined to the extent such parties could be identified on the basis of the information available with the Company regarding the status of suppliers under the MSME.

9. Expenditure in foreign currency on travelling Rs.7, 31,664/- (9,07,934/-)

10. The Company had exercised an option relating to "The effects of changes in foreign exchange rates" (Notification No. G.S.R 225 (E)) during the previous financial year.

11. During the year the Company has proposed issue of 11,00,000 warrants on preferential basic for which in principle approval from the Stock Exchange is pending.

12. During the year the Company has converted 15,50,000 convertible warrants issued at a price of 46/- per warrant into Equity Shares of face value 10/- per share at a premium of 36/- per share on September 25, 2009.

13. Previous year figures have been regrouped and rearranged wherever necessary.

14. Schedule 1 to 21forms integral part of the financial statements and have been authenticated as such.