Notes to Accounts of Kopran Ltd.

Mar 31, 2025

(n) Provisions, Contingent Liabilities and Contingent Assets

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

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash
flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the
Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect
the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required
to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are
also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by
the occurrence or non -occurrence of one or more uncertain future events not wholly within the control of the Company.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not disclosed as
contingent liabilities.

Contingent assets are not recognised in the financial statements. A contingent asset is disclosed where an inflow of
economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of
economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

(o) Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the year in
which they are incurred.

Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds.

(p) Segment Reporting - Identification of Segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues
and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker to
make decisions for which discrete financial information is available. Based on the management approach as defined in Ind
AS 108, the chief operating decision maker evaluates the Company’s performance and allocates resources based on an
analysis of various performance indicators by geographic segments.

(q) Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares
outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax by the weighted average
number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity
shares that could have been issued upon conversion of all dilutive potential equity shares.

(r) Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks
having the maturity of three months or less which are subject to insignificant risk of changes in value.

(s) Cash Flow Statement

Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income
or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing
activities of the Company are segregated.

(t) Dividends

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

(u) Significant accounting judgements, estimates and assumptions

The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS
requires the management of the Company to make judgement, estimates and assumptions that affect the reported balances
of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the
reported amounts of income and expense for the periods presented. Actual results may differ from these estimates.

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

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amounts recognised in the financial statements is included in the
following notes:

(i) Impairment of non - financial assets - Note 2.3(f)

(ii) Useful lives of property, plant and equipment and intangible assets - Note 2.3(d) and (e)

(iii) Valuation of deferred tax assets - Note 2.3(j)(ii)

(iv) Defined benefit plans - Note 2.3(m)(iii)(a)

(v) Provisions and contingent liabilities - 2.3(n)

(vi) Fair value measurement - 2.3(b)

3 Recent Pronouncements

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

(ii) Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of J 10
As to voting

The Company has only one class of shares referred to as equity shares having a face value of H 10. Each holder of the equity
share is entitled to one vote per share.

As to distribution of dividends

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The
dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting,
except in case of interim dividend which is recognised on approval by board of directors.

As to repayment of capital

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

(iii) Shares held by Holding / Ultimate Holding Company and / or their Subsidiaries / Associates

There is no Holding Company or Ultimate Holding Company of the Company. Accordingly, disclosures pertaining to shares
of the Company held by held by holding company or its ultimate holding company including shares held by subsidiaries or
associates of the holding company or the ultimate holding company is not applicable.

b) Defined Benefit plan

The employees'' gratuity scheme is a defined benefit plan. The present value of 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 obligation. The obligation for leave
encashment is recognised in the same manner.

Sensitivity Analysis

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

40 Disclosures pursuant to Ind AS 108 "Segment Reporting"

The Company is primarily engaged in the business of manufacturing of "Formulation (Finished Dosage Form)” which in the
context of Indian Accounting Standard (Ind AS) 108 on Operating Segments constitutes a single reportable segment.

In accordance with Ind AS 108 "Operating Segments”, segment information has been given in the consolidated financial statements
of the Company and therefore no separate disclosure on segment information is given in these financial statements.

ii. Fair Value Measurements

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

The Company has established the fair value hierarchy that categorises the values into 3 levels. For the inputs to valuation
techniques used to measure fair value of financial instruments refer Note No. 2.3(b)

Notes:

There have been no transfers among Level 1, Level 2 and Level 3 during the period.

Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are
a reasonable approximation of their fair values since the Management does not anticipate that the carrying amounts would
be significantly different from the values that would eventually be received or settled.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total
capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less
cash and cash equivalents, excluding discontinued operations. The company monitors capital using gearing ratio, which is total
debt divided by total capital plus debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches
in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2025 and
March 31, 2024.

49 Financial risk management objectives and policies

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal
financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company’s business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk.
The Company''s senior management has the overall responsibility for the establishment and oversight of the Company''s risk
management framework. The top management is responsible for developing and monitoring the Company''s risk management
policies. The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company''s activities.

a) Market risk

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

i) 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’s exposure to the risk of changes in market interest rates relates to the
Company''s long-term debt as well as short-term obligations with floating interest rates.

In order to manage it interest rate risk the Company diversifies its portfolio in accordance with the limits set by the risk
management policies.

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the
Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led
to approximately an additional H 45.31 Lakhs gain for year ended March 31, 2024 (H 22.71 Lakhs gain for year ended
March 31, 2024) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been
outstanding for the entire reporting.

ii) Foreign Currency Risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency,
which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign
exchange rates relates primarily to the borrowings, import of raw materials, exports of Formulations and the Company’s
net investments in foreign subsidiaries.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those
derivatives to match the terms of the hedged exposure.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows
established risk management policies. It uses derivative instruments like foreign currency forwards to hedge exposure
to foreign currency risk.

iii) Other Price Risk
Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded
price. Other price risk arises from financial assets such as investments in equity instruments. The Company is exposed
to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2025, the
carrying value of such equity instruments recognised at FVTOCI amounts to H 5.26 Lakhs (March 31, 2024 H 5.26
Lakhs). The details of such investments in equity instruments are given in Note 6(a) and 6(b).

The Company is mainly exposed to change in market rates of its investments in equity investments recognised at
FVTOCI. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the
prices existing as at the reporting date is given below:

If the equity prices had been higher / lower by 10% from the market prices existing as at March 31, 2025, Other
Comprehensive Income for the year ended March 31, 2025 would increase / decrease by H Nil Lakhs (March 31,
2024 H Nil Lakhs) with a corresponding increase/decrease in Total Equity of the Company as at March 31, 2025. 10%
represents management''s assessment of reasonably possible change in equity prices.

b) Credit Risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and
financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables:

Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and
control relating to customer credit risk management. Credit quality of a customer is assessed based on a detailed study of
credit worthiness and accordingly individual credit limits are defined/ modified.

Total Trade receivable as on March 31, 2025 is H 9,192.12 Lakhs (March 31, 2024 H 8,780.30 Lakhs). The average credit
period on sale of goods is 90 to 180 days. No interest is charged on trade receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number
of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is
based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration
of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and
operate in largely independent markets.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company
uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and
internal risk factors and historical data of credit losses from various customers.

c) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The
Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without
incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.The following
table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed undiscounted cash
flows as at the Balance Sheet date.

Dues to micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis
of information collected by the management.

51 Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, amount required to be spent by the Company during the year ended March 31,
2025 and 2024 is H 61.99 lakhs and H 54.63 lakhs, respectively, computed at 2% of its average net profit for the immediately
preceding three financial years, on Corporate Social Responsibility (CSR). The Company incurred an amount of H66.00 lakhs and
H 54.00 lakhs during the year ended March 31, 2025 and 2024, respectively, towards CSR expenditure for purposes other than
construction / acquisition of any asset.

Information about major customers:

More than 10% of the Revenues is from one customer aggregating to H 3,837.29 Lakhs representing approximately 14.28% of the
Company’s revenue from operations from sale of products, for the year ended March 31, 2025.

More than 10% of the Revenues is from one customer aggregating to H 4,414.36 Lakhs representing approximately 13.30% of the
Company’s revenue from operations from sale of products, for the year ended March 31, 2024.

53 During the previous year, on January 12, 2022, the Company had allotted 49,59,999 equity shares of face value H 10/- each at a
price of H 255/- per equity share (including premium of H 245/- per equity share) aggregating to H 12,648.00 lakhs on preferential
basis under chapter V of SEBI (Issue of capital and Disclosure Requirements) Regulations, 2018 as amended and other applicable
provisions of the Companies Act, 2013 and relevant Rules thereunder. Out of the net proceeds of preferential issue, the Company
and its subsidiary Kopran Research Laboratories limited ad utilised H 12,408.49 lakhs upto March 31,2023 towards the purposes
specified in the private placement offer letter.

54 Dividend paid during the year ended March 31, 2025 of H 3 per equity share is towards final dividend for the year ended March
31, 2024. Dividend paid during the year ended March 31, 2025 of H 3 per equity share is towards final dividend for the year ended
March 31, 2024.

Dividends declared by the Company are based on the profit available for distribution. On May 15, 2025, the Board of Directors of
the Company have recommended a dividend of 30% i.e., H 3.00 per equity share of face value of H 10 each for the financial year
ended March 31, 2025 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a
cash outflow of approximately H 1,448.57 lakh.

56 The Code on Social Security, 2020 (Code) relating to employee benefits during employment and post-employment benefits has
received Presidential assent on 28th September 2020. The Code has been published in the Gazette of India. However, the date
on which the Code comes into effect has not been notified. The Company will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.

(a) Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015:

Options granted to senior personnel management during the year
Not Applicable

(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted
during that year:

Not Applicable

(c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued
capital (excluding outstanding warrants and conversions) of the company at the time of grant:

Not Applicable

(iv) A description of the method and significant assumptions used during the year to estimate the fair value of options
including the following information:

Assumptions:

1) Stock Price: We have considered the Equity price as per the information provided by the Company

2) Exercise Price: We have considered the exercise price as per the information provided by the Company

3) Volatility: The historical volatility over the expected life has been considered to calculate the fair value.

4) Time to Maturity: Time to Maturity / Expected Life of options is the period for which the Company expects the

options to be live.

5) Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate

applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for

Government Securities

(b) The method used and the assumptions made to incorporate the effects of expected early exercise: Not Applicable

(c) How expected volatility was determined, including an explanation of the extent to which expected volatility was based
on historical volatility: The expected price volatility is determined using annualized standard deviation (a measure of
volatility used in Black-Scholes-Merton option pricing) and the historic volatility based on remaining life of the options.

(d) Whether and how any other features of the options granted were incorporated into the measurement of fair value, such
as a market condition: Not Applicable

58 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 identified transaction with struck off company during the year.

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

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

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity, 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

(vi) The Company has not received any fund from any person or entity, 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,

(vii) 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

(viii) The company is not declared as wilful defaulter by any bank or financial institution or other lender.

(ix) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) are held in the name of the Company.

(x) The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the companies Act,
2013 read with the Companies (Restriction on number of Layers) rules, 2014.

59 The figures for the comparative year / periods have been regrouped wherever necessary, to conform to the current year’s
classification.

As per our report of even date For and on behalf of the board of Directors

FOR KHANDELWAL JAIN & CO

Chartered Accountants

Firm Registration No: - 105049W SURENDRA SOMANI SUSHEEL SOMANI

Executive Vice Chairman Director

DIN: 00600860 DIN: 00601727

BHUPENDRA KARKHANIS SUNIL SODHANI B. K. SONI

Partner Company Secretary Chief Financial Officer

Membership No: - 108336

Place: Mumbai
Date : May 15, 2025

---

Mar 31, 2024

(n) Provisions, Contingent Liabilities and Contingent Assets

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

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not wholly within the control of the Company.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

Contingent assets are not recognised in the financial statements. A contingent asset is disclosed where an inflow of economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

(o) Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the year in which they are incurred.

Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds.

(p) Segment Reporting - Identification of Segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by geographic segments.

(q) Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

(r) Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks having the maturity of three months or less which are subject to insignificant risk of changes in value.

(s) Cash Flow Statement

Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

(t) Dividends

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

(u) Significant accounting judgements, estimates and assumptions

The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make judgement, estimates and assumptions that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Actual results may differ from these estimates.

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

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

(i) Impairment of non - financial assets - Note 2.3(f)

(ii) Useful lives of property, plant and equipment and intangible assets - Note 2.3(d) and (e)

(iii) Valuation of deferred tax assets - Note 2.3(j)(ii)

(iv) Defined benefit plans - Note 2.3(m)(iii)(a)

(v) Provisions and contingent liabilities - 2.3(n)

(vi) Fair value measurement - 2.3(b)

3 Recent Pronouncements

Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company

(ii) Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of J 10

As to voting

The Company has only one class of shares referred to as equity shares having a face value of H 10. Each holder of the equity share is entitled to one vote per share.

As to distribution of dividends

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is recognised on approval by board of directors.

As to repayment of capital

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

(iii) Shares held by Holding / Ultimate Holding Company and / or their Subsidiaries / Associates

There is no Holding Company or Ultimate Holding Company of the Company. Accordingly, disclosures pertaining to shares of the Company held by held by holding company or its ultimate holding company including shares held by subsidiaries or associates of the holding company or the ultimate holding company is not applicable.

b) Supreme Court Judgement on computation of provident fund contribution

On February 28, 2019, the Honorable Supreme Court of India delivered a judgement in the case of ''Vivekananda Vidyamandir and Others Vs The Regional Provident Fund Commissioner (II) West Bengal'' in relation to non-exclusion of certain allowances from the definition of "basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. The Employees'' Provident Fund Organisation also issued a circular (Circular No. C-1/1 (33)2019/Vivekananda Vidyamandir/284) dated March 20, 2019 in relation to aforesaid matter. There is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Honourable Supreme Court vide its ruling in February 2019, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Company will evaluate its position and act, as clarity emerges.

Sensitivity Analysis

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

49 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company’s business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk. The Company''s senior management has the overall responsibility for the establishment and oversight of the Company''s risk management framework. The top management is responsible for developing and monitoring the Company''s risk management policies. The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

a) Market risk

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

i) 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’s exposure to the risk of changes in market interest rates relates to the Company''s long-term debt as well as short-term obligations with floating interest rates.

In order to manage it interest rate risk the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional H 22.71 Lakhs gain for year ended March 31, 2024 (H 27.66 Lakhs gain for year ended March 31,2023) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting.

ii) Foreign Currency Risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the borrowings, import of raw materials, exports of Formulations and the Company’s net investments in foreign subsidiaries.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies. It uses derivative instruments like foreign currency forwards to hedge exposure to foreign currency risk.

Foreign exchange risk sensitivity:

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional H 70.12 Lacs net loss/Profit for year ended March 31, 2024 (H 41.97 Lacs net profit/ loss for year ended March 31, 2023) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

iii) Other Price Risk Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2024, the carrying value of such equity instruments recognised at FVTOCI amounts to H 5.26 Lakhs (March 31, 2023 H 5.26 Lakhs). The details of such investments in equity instruments are given in Note 6(a) and 6(b).

The Company is mainly exposed to change in market rates of its investments in equity investments recognised at FVTOCI. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

If the equity prices had been higher / lower by 10% from the market prices existing as at March 31, 2024, Other Comprehensive Income for the year ended March 31, 2024 would increase / decrease by H Nil Lakhs (March 31, 2023 H Nil Lakhs) with a corresponding increase/decrease in Total Equity of the Company as at March 31, 2024. 10% represents management''s assessment of reasonably possible change in equity prices.

b) Credit Risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables:

Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a detailed study of credit worthiness and accordingly individual credit limits are defined/ modified.

Total Trade receivable as on March 31, 2024 is H 8,780.30 Lakhs (March 31, 2023 H 8,381.25 Lakhs). The average credit period on sale of goods is 90 to 180 days. No interest is charged on trade receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

Information about major customers:

More than 10% of the Revenues is from one customer aggregating to H 4,414.36 Lakhs representing approximately 13.30% of the Company’s revenue from operations from sale of products, for the year ended March 31, 2024.

More than 10% of the Revenues is from two customers aggregating to H 7,236.92 Lakhs representing approximately 26.91% of the Company’s revenue from operations from sale of products, for the year ended March 31, 2023.

53 During the previous year, on January 12, 2022, the Company had allotted 49,59,999 equity shares of face value H 10/- each at a price of H 255/- per equity share (including premium of H 245/- per equity share) aggregating to H 12,648.00 lakhs on preferential basis under chapter V of SEBI (Issue of capital and Disclosure Requirements) Regulations, 2018 as amended and other applicable provisions of the Companies Act, 2013 and relevant Rules thereunder. Out of the net proceeds of preferential issue, the Company and its subsidiary Kopran Research Laboratories limited ad utilised H 12,408.49 lakhs upto March 31, 2023 towards the purposes specified in the private placement offer letter.

57 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 identified transaction with struck off company during the year.

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

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

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity, 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

(vi) The Company has not received any fund from any person or entity, 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,

(vii) 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

(viii) The company is not declared as wilful defaulter by any bank or financial institution or other lender.

(ix) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(x) The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the companies Act, 2013 read with the Companies (Restriction on number of Layers) rules, 2014.

58 The figures for the comparative year / periods have been regrouped wherever necessary, to conform to the current year’s classification.

As per our report of even date For and on behalf of the board of Directors

FOR KHANDELWAL JAIN & CO

Chartered Accountants

Firm Registration No: - 105049W SURENDRA SOMANI SUSHEEL SOMANI

Executive Vice Chairman Chairman

DIN: 00600860 DIN: 00601727

BHUPENDRA KARKHANIS SUNIL SODHANI BASANT KUMAR SONI

Partner Company Secretary Chief Financial Officer

Membership No: - 108336

Place: Mumbai Date : May 16, 2024

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Mar 31, 2023

(n) Provisions, Contingent Liabilities and Contingent Assets

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

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not wholly within the control of the Company.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

Contingent assets are not recognised in the financial statements. A contingent asset is disclosed where an inflow of economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

(o) Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the year in which they are incurred.

Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds.

(p) Segment Reporting - Identification of Segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by geographic segments.

(q) Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

(r) Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with banks having the maturity of three months or less which are subject to insignificant risk of changes in value.

(s) Cash Flow Statement

Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

(t) Dividends

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

(u) Significant accounting judgements, estimates and assumptions

The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make judgement, estimates and assumptions that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented. Actual results may differ from these estimates.

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

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

(i) Impairment of non - financial assets - Note 2.3(f)

(ii) Useful lives of property, plant and equipment and intangible assets - Note 2.3(d) and (e)

(iii) Valuation of deferred tax assets - Note 2.3(j)(ii)

(iv) Defined benefit plans - Note 2.3(m)(iii)(a)

(v) Provisions and contingent liabilities - 2.3(n)

(vi) Fair value measurement - 2.3(b)

3 RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 01,2023, as below:

IND AS 1 - PRESENTATION OF FINANCIAL STATEMENTS

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its standalone financial statements.

IND AS 12 - INCOME TAXES

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment to have any significant impact in its standalone financial statements.

IND AS 8 - ACCOUNTING POLICIES, CHANGES IN ACCOUNTING ESTIMATES AND ERRORS

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its standalone financial statements.

* The corporate Affairs Committee, a Board Committee of the Company in its meeting held on February 12, 2021, had forfeited 1,996 partly paid-up Equity Shares of '' 10 each, as the call amount outstanding at the rate of '' 20 per share (consisting of '' 5 towards face value and '' 15 towards securities premium) had remained unpaid. The same was disclosed under the head Equity Share Capital. During the year 2021-22, the management had cancelled the aforesaid forfeited 1996 equity shares aggregating to '' 0.10 Lacs as the same shall not be reissued and the same was transferred to "Capital Reserve" under the head "Other Equity".

(ii) Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of '' 10

As to voting

The Company has only one class of shares referred to as equity shares having a face value of '' 10. Each holder of the equity share is entitled to one vote per share.

As to distribution of dividends

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is recognised on approval by Board of Directors.

As to repayment of capital

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

(iii) Shares held by Holding / Ultimate Holding Company and / or their Subsidiaries / Associates

There is no Holding Company or Ultimate Holding Company of the Company. Accordingly, disclosures pertaining to shares of the Company held by holding company or its ultimate holding company including shares held by subsidiaries or associates of the holding company or the ultimate holding company is not applicable.

b) Supreme Court Judgement on computation of provident fund contribution

On February 28, 2019, the Honorable Supreme Court of India delivered a judgement in the case of ''Vivekananda Vidyamandir and Others Vs The Regional Provident Fund Commissioner (II) West Bengal’ in relation to nonexclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. The Employees’ Provident Fund Organisation also issued a circular (Circular No. C-1/1(33)2019/Vivekananda Vidyamandir/284) dated March 20, 2019 in relation to aforesaid matter. There is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Honourable Supreme Court vide its ruling in February 2019, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Company will evaluate its position and act, as clarity emerges.

Sensitivity Analysis

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

40 DISCLOSURES PURSUANT TO IND AS 108 "SEGMENT REPORTING"

The Company is primarily engaged in the business of manufacturing of "Formulation (Finished Dosage Form)" which in the context of Indian Accounting Standard (Ind AS) 108 on Operating Segments constitutes a single reportable segment.

In accordance with Ind AS 108 "Operating Segments", segment information has been given in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these financial statements.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31,2022.

49 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company’s business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk. The Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The top management is responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

a) Market risk

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

i) 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’s exposure to the risk of changes in market interest rates relates to the Company’s long-term debt as well as short-term obligations with floating interest rates.

In order to manage it interest rate risk the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional '' 27.66 Lacs gain for year ended March 31,2023 ('' 36.68 Lacs gain for year ended March 31,2022) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting.

ii) Foreign Currency Risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the borrowings, import of raw materials, exports of Formulations and the Company’s net investments in foreign subsidiaries.

iii) Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31,2023, the carrying value of such equity instruments recognised at FVTOCI amounts to '' 5.26 Lacs (March 31,2022''5.52 Lacs). The details of such investments in equity instruments are given in Note 6(a) and 6(b).

The Company is mainly exposed to change in market rates of its investments in equity investments recognised at FVTOCI. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

If the equity prices had been higher / lower by 10% from the market prices existing as at March 31,2023, Other Comprehensive Income for the year ended March 31,2023 would increase / decrease by '' Nil Lacs (March 31, 2022 '' Nil Lacs) with a corresponding increase/decrease in Total Equity of the Company as at March 31,2023. 10% represents management''s assessment of reasonably possible change in equity prices.

b) Credit Risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables:

Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a detailed study of credit worthiness and accordingly individual credit limits are defined/ modified.

Total Trade receivable as on March 31,2023 is '' 8,381.25 Lacs (March 31,2022''5,913.19 Lacs). The average credit period on sale of goods is 90 to 180 days. No interest is charged on trade receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

Information about major customers:

More than 10% of the Revenues is from two customers aggregating to 7,236.92 Lacs representing approximately 26.91% of the Company’s revenue from operations from sale of products, for the year ended March 31,2023.

More than 10% of the Revenues is from two customers aggregating to 5,711.97 Lacs representing approximately 28.09% of the Company’s revenue from operations from sale of products, for the year ended March 31,2022.

53 During the previous year, on January 12, 2022, the Company had allotted 49,59,999 equity shares of face value '' 10/- each at a price of '' 255/- per equity share (including premium of '' 245/- per equity share) aggregating to '' 12,648.00 Lacs on preferential basis under chapter V of SEBI (Issue of capital and Disclosure Requirements) Regulations, 2018 as amended and other applicable provisions of the Companies Act, 2013 and relevant Rules thereunder. Out of the net proceeds of preferential issue, the Company and its subsidiary Kopran Research Laboratories Limited had utilised '' 12,408.49 Lacs upto March 31,2023 towards the purposes specified in the private placement offer letter.

54 Dividend paid during the year ended March 31,2023 of '' 3 per equity share is towards final dividend for the year ended March 31,2022. Dividend paid during the year ended March 31,2022 of '' 1.50 per equity share is towards final dividend for the year ended March 31,2021.

Dividends declared by the Company are based on the profit available for distribution. On May 25, 2023, the Board of Directors of the Company have recommended a dividend of 30% i.e., '' 3.00 per equity share of face value of '' 10 each for the financial year ended March 31,2023 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately '' 1,446.32 Lacs.

56 The Code on Social Security, 2020 (Code) relating to employee benefits during employment and post-employment benefits has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. However, the date on which the Code comes into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

57 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 identified transaction with struck off company during the year.

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

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

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity, 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

(vi) The Company has not received any fund from any person or entity, 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,

(vii) 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

(viii) The Company is not declared as wilful defaulter by any bank or financial institution or other lender.

(ix) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(x) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the companies Act, 2013 read with the Companies (Restriction on number of Layers) rules, 2014.

(xi) Disclosure pertaining to stock statement filed with bank or financial institutions:

58 The figures for the comparative year / periods have been regrouped wherever necessary, to conform to the current year’s classification.

As per our report of even date For and on behalf of the Board of Directors

FOR KHANDELWAL JAIN & CO SUSHEEL SOMANI SURENDRA SOMANI

Chartered Accountants Chairman Executive Vice Chairman

Firm Registration No: 105049W DIN: 00601727 DIN: 00600860

BHUPENDRA KARKHANIS BASANT KUMAR SONI SUNIL SODHANI

Partner Chief Financial Officer Company Secretary

Membership No: 108336

Place: Mumbai Date: May 25, 2023

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Mar 31, 2019

1. CORPORATE INFORMATION

Kopran Limited (referred to “KL” or “the Company”) is a public company domiciled in India and is incorporated under the provisions of the Companies Act, 1956 applicable in India. Its shares are listed on BSE and NSE in India. The Company is engaged in the business of manufacturing of Formulation (Finished Dosage Form).

The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

The financial statements were authorised for issue by the board of directors on May 08, 2019.

(ii) Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of Rs.10 As to voting

The Company has only one class of shares referred to as equity shares having a face value of Rs. 10. Each holder of the equity share is entitled to one vote per share.

As to distribution of dividends

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The Company has not declared any dividend during the year.

As to repayment of capital

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

(iii) Shares held by Holding / Ultimate Holding Company and / or their Subsidiaries / Associates

There is no Holding Company or Ultimate Holding Company of the Company. Accordingly, disclosures pertaining to shares of the Company held by held by holding company or its ultimate holding company including shares held by subsidiaries or associates of the holding company or the ultimate holding company is not applicable.

Security, rate of interest and terms of repayment

a) Vehicle loans are secured by way of hypothecation of vehicles.

Rate of Interest - 9.71% p.a. to 10.25 % p.a.

Terms of repayment are as under:

31.03.2020 - Rs. 9.09 Lakhs

31.03.2021 - Rs. 10.05 Lakhs

31.03.2022 - Rs. 8.45 Lakhs

31.03.2023 - Rs. 6.56 Lakhs

b) Terms of redemption of preference shares

55,80,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10 each are redeemable at par on March 15, 2025 or at any time after one year from March 31, 2012 at the option of the company.

c) Inter-corporate deposits from related parties and other parties are unsecured.

Rate of Interest - 10.50% p.a. to 13.50% p.a.

Inter corporate deposits are repayable as under:

31.03.2020 - Rs. 636.00 Lakhs

31.03.2021 - Rs. 636.00 Lakhs

31.03.2022 - Rs. 527.00 Lakhs

31.03.2023 - Rs. 524.90 Lakhs

Security and rate of interest

Cash credit / packing credit / buyers credit is secured by:

1st pari passu hypothication charge on entire stocks and receivables of the Company both present and future.

2nd pari passu charge on entire fixed assets of the Company both present and future.

Corporate Guarantee of Subsidiary Company - Kopran Research Laboratories Limited and personal guarantee of director / promoter aggregating to Rs. 3,600.00 Lakhs.

Rate of Interest on cash credit - 10.05% p.a. to 11.50% p.a.

Rate of Interest on packing credit - Libor 2.50% p.a.

Rate of Interest on buyers credit - Libor 0.50% p.a to Libor 1.50% p.a.

b) The Supreme Court in the case of Regional Provident Fund Commissioner Vs. Vicekananda Viday Mandir and Ors [LSI-62-SC-2019(NDEL)] has rendered a decision dated 28.02.2019 with reference to The Employees Provident Fund and Miscellaneous Provisions Act 1952 on a common question of law as to whether special allowance paid by an establishment to its employees would fall within the expression of ‘basic wages’ under section 2(b) (ii) read with section 6 of the Act for the purpose of computation of deduction towards provident Fund. The Supreme Court has held that in order to exclude the allowance from the ambit of basic wages, there must be evidence to show that the workman concerned has become eligible to get the extra amount beyond the normal work which he was otherwise required to put in. The test laid down by the Supreme Court will now have to be applied to each and every allowance to examine whether the allowance is excluded from the purview of wages or not. If the test for exclusion is met, then the said allowance would not form part of wages for the purpose of contribution under the Act. The Company is evaluating the impact of the decision of the Supreme Court on provident fund liability on account of various allowances to its employees. Pending necessary clarifications on the subject, no provision is considered necessary.

b) Defined benefit plan

The employees’ gratuity scheme is a defined benefit plan. The present value of 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 obligation. The obligation for leave encashment is recognised in the same manner.

Sensitivity Analysis

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

2) Disclosure of related parties/related party transactions pursuant to Ind AS 24 “related party disclosures”

(a) Names of related parties where control exists:

Enterprises owned or controlled (wholly owned subsidiaries)

Kopran Research Laboratories Limited Kopran (H. K.) Limited

Kopran Life Science Ltd.

Key management Personnel

Surendra Somani (Executive Vice Chairman)

B. K. Soni (Chief Financial Officer)

Sunil Sodhani (Company Secretary)

Enterprises Significantly influenced by KMP or their relative

Oricon Enterprises Limited

Shinrai Auto Services Limited

Kopran Laboratories Limited

Oriental Containers Ltd.

3) Disclosures pursuant to Ind AS 108 “Segment Reporting”

The company is primarily engaged in the business of manufacturing of “Formulation (finished dosage form)” which in the context of Indian accounting standard (Ind AS) 108 on operating segments constitutes a single reportable segment.

In accordance with Ind AS 108 “operating segments”, segment information has been given in the consolidated financial statements of the company and therefore no separate disclosure on segment information is given in these financial statements.

4) In the opinion of the board, current assets and loans and advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required. The Balances of few creditors are subject to their confirmation.

5) a) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

b) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

6) The figures for the comparative year / periods have been regrouped wherever necessary, to conform to the current year’s classification.

ii. Fair value measurements

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

The Company has established the fair value hierarchy that categorises the values into 3 levels. For the inputs to valuation techniques used to measure fair value of financial instruments refer Note No. 2.3(b)

Notes:

There have been no transfers among Level 1, Level 2 and Level 3 during the period Financial instrument measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Management does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

7) Disclosures pursuant to Ind AS 1 “presentation of financial statements”- capital management Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the company’s capital management is to maximize the 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. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations. The company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and March 31, 2018.

8) Disclosures pursuant to Ind AS 107 “Financial Instruments Disclosures”- Financial risk management objectives and policies

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company’s business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk. The Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The top management is responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

a) Market risk

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

i) 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’s exposure to the risk of changes in market interest rates relates to the Company’s long-term debt as well as short-term obligations with floating interest rates.

In order to manage it interest rate risk The Company diversifies its portfolio in accordance with the limits set by the risk management policies.

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional Rs. 49.68 Lakhs gain for year ended March 31, 2019 (Rs. 51.34 Lakhs gain for year ended March 31, 2018) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting

ii) Foreign Currency Risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the borrowings, import of raw materials, exports of Formulations and the Company’s net investments in foreign subsidiaries.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies. It uses derivative instruments like foreign currency forwards to hedge exposure to foreign currency risk.

Foreign exchange risk sensitivity:

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the Company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional Rs.11.41 Lakhs net gain for year ended March 31, 2019 (Rs. 7.37 Lakhs net loss for year ended March 31, 2018) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

iii) Other price risk

a) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2019, the carrying value of such equity instruments recognised at FVTOCI amounts to Rs. 1.90 Lakhs (March 31, 2018 Rs. 4.51 Lakhs). The details of such investments in equity instruments are given in Note 6(a) and 6(b).

The Company is mainly exposed to change in market rates of its investments in equity investments recognised at FVTOCI. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

If the equity prices had been higher / lower by 10% from the market prices existing as at March 31, 2019, Other Comprehensive Income for the year ended March 31, 2019 would increase / decrease by Rs. Nil Lakhs (March 31, 2018 Rs. 0.27 Lakhs) with a corresponding increase/decrease in Total Equity of the Company as at March 31, 2019. 10% represents management’s assessment of reasonably possible change in equity prices.

b) Credit Risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables:

Credit risk arising from trade receivables is managed in accordance with the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a detailed study of credit worthiness and accordingly individual credit limits are defined/ modified.

Total Trade receivable as on March 31, 2019 is Rs. 4,459.01 Lakhs (March 31, 2018 Rs. 2,013.03 Lakhs). The average credit period on sale of goods is 90 to 180 days. No interest is charges on trade receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

c) Liquidity risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed undiscounted cash flows as at the Balance Sheet date.

Dues to micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management.

9) Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, amount required to be spent by the Company during the year ended March 31, 2019 and 2018 is Rs. 8.77 lakhs and Rs. Nil, respectively, computed at 2% of its average net profit for the immediately preceding three financial years, on Corporate Social Responsibility (CSR). The Company incurred an amount of Rs. 8.40 lakhs and Rs. Nil during the year ended March 31, 2019 and 2018, respectively, towards CSR expenditure for purposes other than construction / acquisition of any asset.

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Mar 31, 2018

Kopran Limited (KL) (“the Company”) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India.

The Company is engaged in the business of manufacturing of formulation (finished dosage form).

The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

The financial statements were authorised for issue by the board of directors on May 29, 2018.

1.1 Basis of preparation Compliance with Ind AS

In accordance with the notification dated February 16, 2015, issued by the ministry of corporate affairs, the company has adopted Indian accounting standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 01, 2016.

The financial statements have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. These are the Company’s first Ind AS financial statements. The date of transition to Ind AS is April 01, 2016. Refer Note No. 4 for details of First-time adoption - mandatory exceptions and optional exemptions availed by the Company.

Up to the year ended March 31, 2017, the company had prepared the financial statements under the historical cost convention on accrual basis in accordance with the generally accepted accounting principles (Previous GAAP) applicable in India and the applicable accounting standards as prescribed under the provisions of the companies Act, 2013 read together with the relevant rules thereunder.

- Land and buildings classified as property, plant and equipment

- Derivative financial instruments,

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

- Contingent consideration, and

- Non-cash distribution liability.”

In addition, the carrying values of recognised assets and liabilities designated as hedged items in fair value hedges that would otherwise be carried at amortised cost are adjusted to record changes in the fair values attributable to the risks that are being hedged in effective hedge relationships.

In accordance with Ind AS 101-”First time adoption of Indian accounting standards” (Ind AS 101), the company has presented a reconciliation of shareholders’ equity under previous GAAP and Ind AS as at March 31, 2017, and April 01, 2016 and of the net profit as per previous GAAP and total comprehensive income under Ind AS for the year ended March 31, 2017.

Historical cost convention

The Financial Statements have been prepared on the historical cost basis except for the followings:

- Certain financial assets and liabilities and contingent consideration that is measured at fair value;

- Assets held for sale measured at fair value less cost to sell;

- Defined benefit plans plan assets measured at fair value; and

- Derivative financial instruments;

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

The Financial statements are presented in indian rupees in lakhs and all values are rounded to the nearest in two decimal point except where otherwise stated.

1.2 Current/non current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

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

- Held primarily for the purpose of trading

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

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

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle

- It is held primarily for the purpose of trading

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

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Company classifies all other liabilities as non-current.

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

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

Application of new and revised Ind ASs

Ministry of corporate affairs (“MCA”) through companies (Indian accounting standards) amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the company has not applied as they are effective for annual periods beginning on or after April 01, 2018:

Ind AS 115 revenue from contracts with customers Ind AS 21 The effect of changes in foreign exchange rates

The company is evaluating the impact of these pronouncements on the financial statements.

(a) Ind AS 115 - Revenue from contracts with customers

On March 28, 2018, Ministry of corporate affairs (“MCA”) has notified the Ind AS 115, revenue from contract with customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- accounting policies, changes in accounting estimates and errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch-up approach). The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 01, 2018.

The company is in the process of making an assessment of the impact of Ind AS 115 upon initial application.

(b) Appendix B to Ind AS 21, foreign currency transactions and advance consideration

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company is evaluating the impact of this amendment on its financial statements.

The Company has prepared the opening balance sheet as per Ind AS as of April 01, 2016 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying certain items from Previous GAAP to Ind AS as required under the Ind AS, and applying Ind AS in the measurement of recognized assets and liabilities. However, this principle is subject to certain mandatory exceptions and certain optional exemptions availed by the company as detailed below:

2.1 First time adoption of Ind AS

The accounting policies set out in Note No. 2 have been applied in preparing the financial statements for the year ended March 31, 2018 and March 31, 2017.

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 as at the transition date, i.e. April 01, 2016.

(a) Ind AS optional exemptions

(i) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and Investment Property covered by Ind AS 40 Investment Properties.

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

(ii) Designation of previously recognized financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.

The company has elected to apply this exemption for its investment in equity instruments.

(iii) 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.

(iv) Impairment of financial assets

The company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognized in order to compare it with the credit risk at the transition date. Further, the company has not undertaken an exhaustive search for information when determining, at the date of transition to Ind ASs, whether there have been significant increases in credit risk since initial recognition, as permitted by Ind AS 101.

(v) Investments in subsidiaries, associates and joint ventures

The company has elected to measure investment in subsidiaries, associates and joint ventures at cost.

(b) Ind AS mandatory exceptions

(i) Estimates

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

Ind AS estimates as at April 01, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP

(ii) Classification and measurement of financial assets

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

(ii) Rights, preferences and restrictions attaching to each class of shares equity shares having a face value of Rs.10/- each. As to voting

The Company has only one class of shares referred to as equity shares having a face value of Rs. 10/- each holder of the equity share is entitled to one vote per share.

As to distribution of dividends

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The company has not declared any dividend during the year.

As to repayment of capital

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

(iii) Shares held by holding / ultimate holding company and / or their subsidiaries / associates

There is no holding company or ultimate holding company of the company. Accordingly, disclosures pertaining to shares of the company held by holding company or its ultimate holding company including shares held by subsidiaries or associates of the holding company or the ultimate holding company is not applicable.

a) Vehicle loans are secured by way of hypothecation of vehicles.

Rate of Interest - 9.71% p.a. to 10.25 % p.a.

Terms of repayment are as under:

31.03.2019 - Rs. 18.26 Lakhs

31.03.2020 - Rs. 9.09 Lakhs

31.03.2021 - Rs. 10.05 Lakhs

31.03.2022 - Rs. 8.45 Lakhs

31.03.2023 - Rs. 6.52 Lakhs

b) Terms of redemption of preference shares

i) 5,580,000 10% non convertible non cumulative redeemable preference shares of Rs. 10/- each are redeemable at par on March 15, 2025 or at any time after one year from March 31, 2012 at the option of the company.

ii) 1,000,000 10% non convertible non cumulative redeemable preference shares of Rs. 10/- each are redeemable at par on June 28, 2019 or at any time after one year from March 31, 2012 at the option of the company.

iii) 20,00,000 10% non convertible non cumulative redeemable preference shares of Rs. 10/- each are redeemable at par on June 22, 2019 or at any time after one year from March 31, 2012 at the option of the company.

c) Inter-corporate deposits from related parties and other parties are unsecured.

Rate of Interest - 10.50% p.a. to 13.50% p.a.

Inter corporate deposits are repayable as under:

31.03.2019 - Rs. 648.41 Lakhs

31.03.2020 - Rs. 836.00 Lakhs

31.03.2021 - Rs. 461.07 Lakhs

Security and rate of interest

Cash credit / packing credit / buyers credit is secured by:

1st pari passu hypothication charge on entire stocks and receivables of the Company both present and future.

2nd pari passu charge on entire fixed assets of the Company both present and future.

Corporate guarantee of subsidiary company - Kopran Research Laboratories Limited and personal guarantee of director / promoter aggregating to Rs. 3,600.00 Lakhs.

Rate of Interest on cash credit - 10.05% p.a. to 11.50% p.a.

Rate of Interest on packing credit - Libor 2.50% p.a.

Rate of Interest on buyers credit - Libor 0.50% p.a to Libor 1.50% p.a.

Disclosure required under the micro, small and medium enterprises development Act, 2006

There are no micro, small and medium enterprise to whom the company owes dues which were outstanding as the balance sheet date. The above information regarding micro, small and medium enterprise has been determined to the extent such parties have been identified on the basis of the information available with the company. This has been relied upon by the Auditors.”

b) Defined benefit plan

The employees’ gratuity scheme is a defined benefit plan. The present value of 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 obligation. The obligation for leave encashment is recognised in the same manner.

Sensitivity Analysis

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

3) Disclosure of related parties/related party transactions pursuant to Ind AS 24 “related party disclosures”

(a) Names of related parties where control exists:

Enterprises owned or controlled (wholly owned subsidiaries)

Kopran Research Laboratories Limited Kopran (H. K.) Limited Kopran Life Science Ltd.

Key management personnel

Surendra Somani (Executive Vice Chairman)

B. K. Soni (Chief Financial Officer)

Sunil Sodhani (Company Secretary)

Enterprises significantly influenced by KMP or their relative

Oricon Enterprises Limited Shinrai Auto Services Limited Kopran Laboratories Limited Oriental Containers Ltd.

* During the year ended March 31, 2018, Oricon Properties Private Limited, a wholly owned subsidiary of Oricon Enterprises Limited has merged with Oricon Enterprises Limited as per the scheme of amalgamation approved by the NCLT vide its order dated October 18, 2017. The appointed date was July 01, 2017. As a result of this, the figures of previous year ended March 31, 2017 have also been restated accordingly to incorporate the impact the the scheme of amalgamation.

4) Disclosures pursuant to Ind AS 108 “Segment Reporting”

The company is primarily engaged in the business of manufacturing of “Formulation (finished dosage form)” which in the context of Indian accounting standard (Ind AS) 108 on operating segments constitutes a single reportable segment.

In accordance with Ind AS 108 “operating segments”, segment information has been given in the consolidated financial statements of the company and therefore no separate disclosure on segment information is given in these financial statements.

5) In the opinion of the board, current assets and loans and advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required.The balances of few creditors are subject to their confirmation.

6) a) The company did not have any outstanding long term contracts as at March 31, 2018. Provision has been made, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on derivative contracts.

b) There is no amount required to be transferred to the investor education and protection fund by the company.

7) The figures for the comparative year / periods have been regrouped wherever necessary, to conform to the current year’s classification.

ii. Fair value measurements

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

The company has established the fair value hierarchy that categorises the values into 3 levels. For the inputs to valuation techniques used to measure fair value of financial instruments refer note no. 2.3(b)

Notes:

There have been no transfers among Level 1, Level 2 and Level 3 during the period Financial instrument measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the management does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

8) Disclosures pursuant to Ind AS 1 “presentation of financial statements”- capital management

Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the company’s capital management is to maximize the 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. The company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations. The company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

In order to achieve this overall objective, the company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018, March 31, 2017 and March 31, 2016.

9) Disclosures pursuant to Ind AS 107 “financial Instruments disclosures”- financial risk management objectives and policies

The company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the company’s operations and to provide guarantees to support its operations. The company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The company’s business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk. The company''s senior management has the overall responsibility for the establishment and oversight of the company''s risk management framework. The top management is responsible for developing and monitoring the company''s risk management policies. The company''s risk management policies are established to identify and analyze the risks faced by the company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company''s activities.

a) Market risk

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

i) 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’s exposure to the risk of changes in market interest rates relates to the company''s long-term debt as well as short-term obligations with floating interest rates.

In order to manage its interest rate risk The company diversifies its portfolio in accordance with the limits set by the risk management policies.

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional Rs. 51.34 Lakhs gain for year ended March 31, 2018 (Rs. 56.19 Lakhs gain for year ended March 31, 2017) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting

ii) Foreign currency risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the borrowings, import of raw materials, exports of cormulations and the company’s net investments in foreign subsidiaries.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the hedged exposure.

The company evaluates exchange rate exposure arising from foreign currency transactions. The company follows established risk management policies. It uses derivative instruments like foreign currency forwards to hedge exposure to foreign currency risk.

Foreign exchange risk sensitivity:

As an estimation of the approximate impact of the interest rate risk, with respect to financial instruments, the company has calculated the impact of a 1% change in interest rates. A 1% decrease in interest rates would have led to approximately an additional Rs. 7.37 Lakhs net loss for year ended March 31, 2018 (Rs. 0.81 Lakhs net gain for year ended March 31, 2017) in Interest expenses. A 1% increase in interest rates would have led to an equal but opposite effect.

iii) Other price risk

a) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments. The company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2018, the carrying value of such equity instruments recognised at FVTOCI amounts to Rs. 4.51 Lakhs (March 31, 2017 Rs. 4.48 Lakhs and Rs. 4.31 Lakhs as at April 01, 2016). The details of such investments in equity instruments are given in Note 7(a) and 7(b).

The company is mainly exposed to change in market rates of its investments in equity investments recognised at FVTOCI. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

If the equity prices had been higher / lower by 10% from the market prices existing as at March 31, 2018, other comprehensive income for the year ended March 31, 2018 would increase / decrease by Rs. 0.27 Lakhs (March 31, 2017 Rs. 0.26 Lakhs, April 01, 2016 Rs. 0.25 Lakhs) with a corresponding increase/decrease in total equity of the company as at March 31, 2018. 10% represents management’s assessment of reasonably possible change in equity prices.

b) Credit risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The company has no significant concentration of credit risk with any counterparty.

Trade receivables:

Credit risk arising from trade receivables is managed in accordance with the company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a detailed study of credit worthiness and accordingly individual credit limits are defined/ modified.

Total trade receivable as on March 31, 2018 is Rs. 2,013.03 Lakhs (March 31, 2017 Rs. 3,833.47 Lakhs, April 01, 2016 Rs. 1,813.78 Lakhs). The average credit period on sale of goods is 90 to 180 days. No interest is charged on trade receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The company does not hold collateral as security. The company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

The company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

c) Liquidity risk

Liquidity risk is the risk that the company will face in meeting its obligations associated with its financial liabilities. The company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.The following table shows the maturity analysis of the company''s financial liabilities based on contractually agreed undiscounted cash flows as at the balance sheet date.

Notes on reconciliations between previous GAAP and Ind AS Excise duty

Under the previous GAAP, excise duty was netted off against sale of products. However, under Ind AS, excise duty is included in sale of products and is separately presented as expense in the statement of profit and loss under the head “other expenses”.

Financial guarantee obligation

Under previous GAAP, no income is recognised in statement of profit and loss on the corporate guarantee given by the company on behalf of the Subsidiary. Under Ind AS, the financial guarantee income is required to be recognised in the statement of profit and loss in the respective periods in respect of the guarantee given by company with corresponding debit to the investments made in the respective subsidiary.

Amortization of loan

Under previous GAAP, the loan processing fees paid to the Bank at the time of disbursing the loan and is charged to statement of profit and loss in the year in which it is incurred. Under Ind AS, the same are amortised over the period of loan and required to be charged to the statement of profit and loss in the respective periods under the head “finance costs”.

Expected credit loss

Under previous GAAP, the company had created provision for doubtful debts based on specific amount for incurred losses. Under Ind AS, the allowance for doubtful debts has been determined based on expected credit loss model.

Employee benefits

Under previous GAAP, actuarial gains and losses were recognised in statement of profit and loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of net defined benefit liability / asset which is recognised in other comprehensive income in the respective periods. As a result of this change there is no impact on the total equity as at March 31, 2017.

Other comprehensive income

The concept of other comprehensive income did not exist under previous GAAP. Under Ind AS, all items of income and expense recognised during the year should be included in profit or loss for the year, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss are shown in the statement of profit and loss as “other comprehensive income”. OCI for the company includes remeasurement of defined benefit plans and fair value of equity instruments.

Deferred tax assets

Under previous GAAP, deferred tax assets have not been recognised as there was no virtual certainity supported by convincing evidence that there will be sufficient future taxable income against such deferred tax assets can be realised. Under Ind AS, as concept of virtual certainty does not exist, the deferred tax assets has to be recognised. Accordingly, deferred tax assets is recognised in the statement of profit and loss.

Redeemable preference shares

The company has issued non convertible non cumulative redeemable preference shares. Under previous GAAP, the preference shares were classified as equity. Under Ind AS, preference shares are classified as liability based on the terms of the contract. Thus, the preference share capital is reduced by Rs. 858 Lakhs as at March 31, 2017 (April 1, 2016 Rs. 858 Lakhs) with a corresponding increase in borrowings as liability component.

Effect of transition to Ind AS on cash flow statement for the year ended March 31, 2017

Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities and has no impact on the net cash flow for the year ended March 31, 2017 as compared with the previous GAAP

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Mar 31, 2016

a) Terms / Rights attached to equity shares

The Company has only one class of equity shares having a par value of ''10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

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

b) Terms of redemption of preference shares

55,80,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of '' 10 each are redeemable at par on 15th March, 2025 or at any time after one year from 31st March, 2012 at the option of the company.

10.00.000 10% Non Convertible Non Cumulative Redeemable Preference Shares of '' 10 each are redeemable at par on 28th June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

20.00.000 10% Non Convertible Non Cumulative Redeemable Preference Shares of '' 10 each are redeemable at par on 22nd June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

c) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

None of the shares of the Company are held by the subsidiaries, associates or joint ventures of the Company.

(a) Term loans from banks include term loan of Rs.96,23,575/-(Balance Outstanding) which carries interest base rate 3.50% p.a. and is repayable in 8 equal quarterly installments of Rs. 75 lacs from june, 2014, and Last Installment of '' 50 lacs. Current maturities of Rs.96,23,575/- have been shown under current liabilities. The loan is secured by first mortgage charge on the company''s entire fixed assets on pari-passu basis with other working capital consortium banks and second charge on current assets of the company on pari-passu basis.

(b) Vehicle finance loans carry interest @ 10.73 to 12.40 % p.a. and is repayable in 35 to 40 equal monthly installments. The loans are secured by hypothecation of vehicles.

(c) * Loans from others carries Interest @ 13.75% p.a. and is repayable in 11 equal quarterly Installments of Rs.159 Lacs from October, 2016 and last installment Rs. 151 Lacs. The loan is secured by personal guarantee and mortgage / pledge of certain assets of promoters and directors.

Cash credit / packing credit facilities availed from banks are secured by hypothecation of inventories and book debts (present and future) also second charge by way of mortgage on all immoveable properties and by way of hypothecation on all the moveable fixed assets of the company both present and future and guaranteed by director / promoter jointly and severally. The said facility is repayable on demand.

"The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"), hence disclosures required to be made under the act has not been given.”

1) Estimated amount of contracts remaining to be executed on capital account not provided for Rs.4,60,25,078/- (Previous year Rs.51,28,701/-)

B) Defined Benefit plan

The employees’ gratuity scheme is a defined benefit plan. 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 obligation. The obligation for leave encashment is recognized in the same manner.

2) The disclosure as per Accounting Standard 17 (AS-17) "Segment Reporting" issued by the Institute of Chartered Accountants of India:

(a) Business Segment:

For the year 2015-16:

During the year, the Company was primarily engaged in Pharmaceutical business and there were no other reportable business segments.

Note 1: During the year, consumer care division was sold for a consideration of '' 2,00,00,000/- with effect from 1st April, 2015, carrying amount of net assets in respect of such division was '' 1,97,93,919/- (Refer Note 33 for details)

Note 2: Fixed assets used in the Company''s business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to total segment assets and liabilities are made.

3) The company has unabsorbed depreciation and carry forward of losses under income tax laws. Hence deferred tax assets have not been recognized as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable income against which such differed tax assets can be realized.

4) During the previous year, the Company revised its accounting policy in respect of depreciation method on tangible assets, other than factory building and plant and machinery, from ‘written down value method’ to ‘straight line method’ over the expected useful life of the assets. The management is of the opinion that this change in accounting policy would result in a more appropriate presentation of the financial statements. As a result of this change, depreciation was calculated retrospectively on straight line method and accordingly the Company recorded reversal of depreciation expense amounting to Rs.2,63,04,366 /- pertaining to earlier years in the previous year''s statement of profit & loss (also refer Note no 10).

5) DISCONTINUING OPERATIONS

During the year, pursuant to the agreement with Kopran Lifestyle Limited on 8th August, 2015, the Company transferred its Consumer Care Division for a consideration of Rs.2 Crores, on a slump sale basis to Kopran Lifestyle Limited with effect from 1st April, 2015.

During the previous year, pursuant to the agreement with Kopran Research Laboratories Limited ("the Subsidiary Company") on 25th March, 2015, the Company transferred its Mahad Undertaking (''Active Pharmaceutical Ingredients business''), which was a part of pharmaceutical segment, to the subsidiary company on a slump sale basis for a consideration of Rs.110 Crores on closing date 31st March, 2015.

6) In the opinion of the board, current assets and loans and advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required. The Balances of few creditors are subject to their confirmation.

7) a) The Company has taken office premises on operating lease basis. Lease payments in respect of such lease recognized in statement of profit and loss account is Rs.2,40,00,000/- (Previous year Rs.2,51,77,676/-)

8) The Company has investment of Rs.15490.60 lacs in equity shares of Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the Company, the accumulated losses of KRLL as on 31st March, 2016 are Rs.5580.89 lacs. During the previous year, the Company transferred, on slump sale basis, a running business unit of API (bulk drugs), which is a profitable business. The investment in the said subsidiary is strategic and long term. In view of the above, the management believes that sufficient profit will be generated in future with API business and hence is of the opinion that no provision is required in respect of the said investment.

9) Payment of Bonus Act,1965 has been amended during the year, enhancing the limit of entitlement of employee to whom the act becomes applicable with retrospective amendment w.e.f 01/04/2014 , High Court of various states have stayed the retrospective application of the act w.e.f 01/04/2014. Accordingly, the company relying upon the said stay has implemented the revised Act, w.e.f 01/04/2015

Additional liability, if any, on the retrospective amendment will be provided in the year of final decision by the courts.

10) PREVIOUS YEAR FIGURES

Previous year figures have been regrouped/reclassified wherever necessary. Due to the two discontinuing business operation (refer note 33), previous year figures are not comparable.

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Mar 31, 2015

A) Terms / Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

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

b) Terms of redemption of preference shares

55,80,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10/- each are redeemable at par on 15th March, 2025 or at any time after one year from 31st March, 2012 at the option of the company.

10.00. 000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10/- each are redeemable at par on 28th June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

20.00. 000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10/- each are redeemable at par on 22nd June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

c) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

None of the shares of the Company are held by the subsidiaries, associates or joint ventures of the Company.

(a) Term loans from banks include term loan of Rs. 66,45,713/- (Balance outstanding) which carries interest base rate 3.50% p.a. and is repayable in 10 equal quarterly installments of Rs. 50 lacs from June, 2013. Current maturities of Rs. 66,45,713/- have been shown under current liabilities. The loan is secured by first mortgage charge on the company''s entire fixed assets on pari-passu basis with other working capital consortium banks and second charge on current assets of the company on pari-passu basis.

(b) Term loans from banks include term loan of Rs. 3,15,87,503/-(Balance outstanding) which carries interest base rate 3.50% p.a. and is repayable in 8 equal quarterly installments of Rs. 75 lacs from June, 2014 and last installment of Rs. 50 lacs. Current maturities of Rs. 3,00,00,000/- have been shown under current liabilities. The loan is secured by first mortgage charge on the company''s entire fixed assets on pari-passu basis with other working capital consortium banks and second charge on current assets of the company on pari- passu basis.

(c) Vehicle finance loans carry interest @ 10.73 to 12.40 % p.a. and is repayable in 35 to 40 equal monthly installments. The loans are secured by hypothecation of vehicles.

(d) * Loans from others carries Interest @ 13.50% p.a. and is repayable in 10 equal quarterly installments from December,2013. The loan is secured by personal guarantee and mortgage/ pledge of certain assets of promoters and directors

*Cash credit / packing credit facilities availed from banks are secured by hypothecation of inventories and book debts (present and future) also second charge by way of mortgage on all immoveable properties and by way of hypothecation on all the moveable fixed assets of the company both present and future and guaranteed by director / promoter jointly and severally. The said facility is repayable on demand.

"The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"), hence disclosures required to be made under the act has not been given."

2) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

As on 31st As on 31st March, 2015 March, 2014

i) Guarantees given by the company''s bankers on behalf of the company 1,02,17,238 1,69,59,099

ii) Bills discounted with banks 51,58,80,825 43,28,85,659

iii) Disputed tax matters

a) Service tax demand disputed in appeal 38,99,000 34,04,819

b) Excise duty demand disputed in appeal 27,05,152 38,69,299

c) Demand under drug price control order - 95 ( DPCO - 95 ) demand disputed in appeal 5,91,34,474 5,91,34,474

3) EMPLOYEE BENEFITS :

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS-15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the standard, the following disclosures are made :

4) The company has unabsorbed depreciation and carried forward loss under income tax laws. Hence deferred tax assets have not been recognised as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable income against which such deffered tax assets can be realised.

5) During the current year, the Company has revised its accounting policy in respect of depreciation method on tangible assets, other than factory building and plant and machinery, from ''written down value method'' to ''straight line method'' over the expected useful life of the assets. The management is of the opinion that this change in accounting policy would result in a more appropriate presentation of the financial statements. As a result of this change, depreciation has been calculated retrospectively on straight line method and accordingly the Company has recorded reversal of depreciation expense amounting to Rs. 2,63,04,366 /- pertaining to previous years in the current year''s statement of profit & loss (also refer note no 10).

The Company has also revised the estimate useful life of assets, except plant and machinery, as prescribed in schedule II of the Companies Act, 2013. The carrying value of assets where the remaining useful life was determined to be nil as on April 1,2014 has been fully depreciated during the year and an amount of Rs. 2,66,95,100/- has been adjusted against the opening balance of profit and loss account in the balance sheet under reserves and surplus.

Consequent to the above changes, the depreciation expense in the statement of profit and loss for the year is lower by Rs. 85,87,580/- (excluding depreciation written back in respect of previous year).

6) Discontinuing operations

During the year, pursuant to the agreement with Kopran Research Laboratories Limited ("the Subsidiary Company") on 25th March, 2015, the Company has transferred its Mahad Undertaking (''Active Pharmaceutical Ingredients business''), which is a part of pharmaceutical segment, to the subsidiary company on a slump sale basis for a consideration of Rs. 110 Crores on closing date 30th March, 2015.

7) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Enterprises owned or controlled (Wholly Owned Subsidiaries)

Kopran Research Laboratories Limited Kopran (H.K) Limited Kopran Lifesciences Limited

II) Key Managerial Personnels (KMP)

Shri Surendra Somani - Executive Vice Chairman Shri Ajit Jain -Director and Chief Operating Officer

III) Relatives of Key Managerial Personnels (with whom there are transactions)

Shri Ayush Jain

IV) Enterprises significantly influenced by KMP or their relatives (with whom there are transactions)

Oricon Enterprises Limited Kopran Laboratories Limited Shinrai Auto Services Limited

8) a) The Company has taken certain office/factory premises on operating lease basis. Lease payments in respect of such leases recognised in statement of profit and loss account Rs. 2,51,77,676/- (Previous year Rs. 2,05,64,605/-)

b) Except for escalation contained in certain lease arrangements providing for increase in the lease payment by specified percentage / amounts after completion of specified period. Further the lease terms do not contain any exceptional / restrictive covenants other than prior approval of the leasee before the renewal of lease.

c) There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lesser is required for further leasing. There is no contingent rent payment.

9) The Company has made an investment of Rs. 4490.61 lacs and has also advanced a sum of Rs. 81.27 lacs to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the Company, the accumulated losses of KRLL as on 31 March, 2015 are Rs.5216.04 lacs. During the year, Company has transferred, on slump sale basis a running business unit of API (bulk drugs), which is a profitable business. The investment in the said subsidiary is strategic & long term. In view of the above, the management believes that sufficient profit will be generated in future with API business and hence is of the opinion that no provision is required in respect of the said investment and advance.

10) PREVIOUS YEAR FIGURES

Previous year figures have been regrouped/ reclassified wherever necessary.

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Mar 31, 2014

1) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

As on 31st As on 31st March, 2014 March, 2013 i) Guarantees given by the company''s bankers on behalf of the company 1,69,59,099 1,19,49,698

ii) Bills discounted with banks 43,28,85,659 45,14,13,635 iii) Disputed tax matters

a) Service tax demand disputed in appeal 34,04,819 32,95,000

b) Excise duty demand disputed in appeal 38,69,299 43,88,272

c) Demand under drug price control order -95 (DPCO - 95 ) demand disputed in appeal 5,91,34,474 5,91,34,474

2) Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 1,09,17,451/- ( Previous year Rs. 23,93,185/- )

3) EMPLOYEE BENEFITS :

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS-15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standard, the following disclosures are made :

4) The company has unabsorbed depreciation and carry forward of losses under Income tax laws. Hence deferred tax assets have not been recognised as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable income against which such deferred tax assets can be realised.

5) The Company has made an investment of Rs. 5,00,60,750/- and has also advanced a sum of Rs. 47,29,01,907/- to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the company, for research and development (R & D) activities. The accumulated losses of KRLL has exceeded its paid up capital and reserves. The said subsidiary has been awarded numerous patents in India and abroad for its novel Anti-Ulcer molecule KNC-6 and other molecule KNC-1206. KRLL has also developed enteric coating technology and has also been awarded Indian Patent for novel process of synthesis of Rofecoxib and Sildenafil Citrate. KRLL has, vide an agreement, agreed to give the company the right to exploit the patents, intellectual properties and all rights appurtenant thereto in any manner so as to recover the dues- current and future.

Considering that the investments are strategic and for long term the provision for diminution in value has not been considered necessary by the management.

6) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Wholly Owned Subsidiary

a) Kopran Research Laboratories Ltd.

b) Kopran (H.K) Ltd.

c) Kopran Lifesciences Ltd.

II) Key Management Personnel

Shri Surendra Somani - Executive Vice Chairman Shri Ajit Jain -Director and Chief Operating Officer

III) The Company has entered into transactions with related parties as listed below during the period under consideration. Full disclosure has been made and the Board considers such transactions to be in normal course of business and at rates agreed between the parties. Details of transactions, with related parties are as follows :

Note:Remuneration paid to Mr. Ajit Jain, executive director and COO exceeds the prescribed limit as prescribed under schedule XIII to the Companies act,1956 by Rs.4,53,600/- for the year. The company is exempt from seeking approval of central government under the provisions by General Circular no. 46/2001 dated july 14, 2011 issued by ministry of corporate affairs. The prescribed remuneration has been duly approved by the shareholders in annual general meeting held on 14th september, 2013.

7) In the opinion of the board, current assets and loans and advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required. The Balances of few creditors are subject to their confirmation.

8) a) The Company has taken certain office/factory premises on operating lease basis. Lease payments in respect of such leases recognised in statement of profit and loss account Rs.. 2,05,64,605/- ( Previous year Rs. 1,83,60,000/- )

b) Except for escalation contained in certain lease arrangements providing for increase in the lease payment by specified percentage / amounts after completion of specified period. Further the lease terms do not contain any exceptional / restrictive covenants other than prior approval of the leasee before the renewal of lease.

c) There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lesser is required for further leasing. There is no contingent rent payment.

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Mar 31, 2013

1) The disclosure as per accounting standard 17 (AS-17) "Segment Reporting" issued by the institute of chartered accountants of india:

(a) Business Segment:

The company is engaged primarily in pharmaceuticals business and there are no separate reportable segments as per AS-17

(b) Geographical Segment:

2) The company has unabsorbed depreciation and carry forward of losses under Income tax laws. Hence deferred tax assets have not been recognised as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable income against which such deffered tax assets can be realised.

3) The Company has made an investment of Rs. 5,00,60,750/- and has also advanced a sum of Rs. 47,31,95,556/- to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the company, for research and development (R & D) activities. The accumulated losses of KRLL has exceeded its paid up capital and reserves.The said subsidiary has been awarded numerous patents in India and abroad for its novel Anti-Ulcer molecule KNC-6 and other molecule KNC-1206. KRLL has also developed enteric coating technology and has also been awarded Indian Patent for novel process of synthesis of Rofecoxib and Sildenafil Citrate. KRLL has, vide an agreement, agreed to give the company the right to exploit the patents, intellectual properties and all rights appurtenant thereto in any manner so as to recover the dues- current and future.

Considering that the investments are strategic and for long term the provision for diminution in value has not been considered necessary by the management.

4) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Wholly Owned Subsidiary

a) Kopran Research Laboratories Ltd.

b) Kopran (H.K) Ltd.

c) Kopran Lifesciences Ltd.

II) Key Management Personnel

Shri Surendra Somani - Executive Vice Chairman Shri Ajit Jain -Director and Chief Operating Officer

5) In the opinion of the board, current assets and loans and advances are approximately of the value stated if realised in the ordinary course of business. the provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required. The balances of few creditors are subject to their confirmation.

6) a) The Company has taken certain office/factory primises on operating lease basis. Lease payments in respect of such leases recognised in statement of profit and loss account Rs. 1,83,60,000/- ( Previous year Rs. 1,91,67,540/- )

b) Except for escalation contained in certain lease arrangements providing for increase in the lease payment by specified percentage / amounts after completion of specified period. Further the lease terms do not contain any exceptional / restrictive covenants other than prior approval of the leasee before the renewal of lease.

c) There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lesser is required for further leasing. There is no contingent rent payment.

7) PREVIOUS YEAR FIGURES

Previous year figures have been regrouped/ reclassified wherever necessary.

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Mar 31, 2012

1) SHARE CAPITAL

a) Terms/Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

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

b) Terms of redemption of preference shares

55,80,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10 each are redeemable at par on 15th March, 2025 or at any time after one year from 31st March, 2012 at the option of the company.

10,00,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10 each are redeemable at par on 28th June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

20,00,000 10% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 10 each are redeemable at par on 22nd June, 2019 or at any time after one year from 31st March, 2012 at the option of the company.

c) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

None of the shares of the Company are held by the Subsidiaries, Associates or Joint Ventures of the Company.

2) LONG-TERM BORROWINGS

(a) Term loan carries interest base rate 5.75% p.a. and is repayable in 10 equal quarterly installments of Rs. 50 lacs from April, 2012. The loan is secured by first mortgage charge on the company's entire fixed assets on pari-passu basis with other working capital consortium banks and second charge on current assets of the company on pari-passu basis.

(b) WCTL carried interest base Rate 4.80% p.a. to 5.75% p.a. during the year 2011 -12 and is repayable in 41 equal monthly installments of Rs. 41 lacs from April, 2010. The loan is secured by a pari-passu first charge by way of mortgage on all the immovable properties and by way of hypothecation on all the movable fixed assets of the Company both present and future and Second Charge on current assets of the company and guaranteed by three Directors/Promoters jointly and severally also by a corporate guarantee of Kopran Research Laboratories Ltd. (subsidiary company).

(c) Vehicle Finance loan carries interest @ 12.40 % p.a. and is repayable in 35 equal monthly installments of Rs. 15,892 (Including Interest) from April 2011. The loans is secured by hypothecation of Vehicles.

3) SHORT-TERM BORROWINGS

* Cash credit/Packing credit facilities availed from banks are secured by hypothecation of inventories and book debts (present and future) also second charge by way of mortgage on all immoveable properties and by way of hypothecation on all the moveable fixed assets of the company both present and future and guaranteed by director/promoter jointly and severally. The said facility is repayable on demand.

4) TRADE PAYABLES

"The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"), hence disclosures required to be made under the Act has not be given."

5) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

As on 31/03/12 As on 31/03/11 Rs. Rs.

i) Guarantees given by the Company's bankers on behalf of the Company 5,730,630 9,709,038

ii) Bills discounted with Banks 337,849,826 207,222,858 iii) Disputed Tax Matters

a) Sales Tax demand disputed in appeal - 3,912,977

b) Service Tax demand disputed in appeal 3,295,000 9,398,218

c) Excise Duty demand disputed in appeal 3,781,596 1,377,189

d) Demand under Drug Price Control Order - 95 ( DPCO - 95 ) demand disputed in appeal 59,134,474 59,134,474

1v) Claims against the Company not - 86,883,219 acknowledged as debts:

iv) Claims against the Company not acknowledged as debts: - 86,883,219

6) Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 1,49,24,075/- (Previous year Rs. 1,10,70,744/-)

7) The disclosure as per Accounting Standard 17 (AS-17) "Segment Reporting" issued by the Institute of Chartered Accountants of India: (a) Business Segment:

The Company is engaged primarily in Pharmaceuticals business and there are no separate reportable segments as per AS-17

8) The company has unabsorbed depreciation and carry forward of losses under Income Tax Laws. Hence deferred tax assets have not been recognised as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable inocme against which such deffered tax assets can be realised.

9) The Company has made an investment of Rs. 5,00,60,750/- and has also advanced a sum of Rs. 46,82,04,969/- to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the Company, for Research and Development (R & D) activities. The accumulated losses of KRLL has exceeded its paid up capital and reserves. The said subsidiary has been awarded numerous patents in India and abroad for its novel Anti-Ulcer molecule KNC-6 and other molecule KNC-1206. KRLL has also developed enteric coating technology and has also been awarded Indian Patent for novel process of synthesis of Rofecoxib and Sildenafil Citrate. KRLL has, vide an agreement, agreed to give the Company the right to exploit the patents, intellectual properties and all rights appurtenant thereto in any manner so as to recover the dues- current and future.

Considering that the investments are strategic and for long term the provision for diminution in value has not been considered necessary by the management.

10) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Wholly Owned Subsidiary

a) Kopran Research Laboratories Ltd.

b) Kopran (H.K) Ltd.

c) Kopran Lifesciences Ltd.

II) Key Management Personnel

Shri Surendra Somani - Executive Vice Chairman Shri Ajit Jain -Director and Chief Operating Officer (III) Company Under Common Control

a) Oricon Enterprises Ltd.

b) Oricon Properties Pvt Ltd.

11) In the opinion of the Board, Current Assets and Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required. The balances of few creditors are subject to their confirmation.

12) a) The Company has taken certain office/factory premises on operating lease basis. Lease payments in respect of such leases recognised in statement of profit and loss account Rs. 1,91,67,540/- (Previous year Rs. 1,93,64,670/-)

b) Except for escalation contained in certain lease arrangements providing for increase in the lease payment by specified percentage /amounts after completion of specified period. Further the lease terms do not contain any exceptional/restrictive covenants other than prior approval of the leasee before the renewal of lease.

c) There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lesser is required for further leasing. There is no contingent rent payment.

13) PREVIOUS YEAR FIGURES

Till the year ended 31.03.2011, the company was using pre revised schedule VI to the Companies Act, 1956 for preparation and presentation of its financial statements. During the year ended 31.03.2012, the revised schedule VI notified under the Companies Act, 1956 has become applicable to the company. The company has reclassified previous year figures to confirm to this year's classification. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements.

---

Mar 31, 2011

1) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

(Rs. in Lacs)

i) Guarantees given by the Company's bankers on behalf of the Company 97.09

(97.15)

ii) Bills discounted with Banks 2072.23

(1335.78)

iii) Disputed Tax Matters

a) Sales Tax demand disputed in appeal 39.13

(39.13)

b) Service Tax demand disputed in appeal 93.98

(1029.68)

c) Excise Duty demand disputed in appeal 13.77

(13.77)

d) Demand under Drug Price Control Order - 95 ( DPCO - 95 ) demand disputed in appeal 591.34

(591.34)

iv) Claims against the Company not acknowledged as debts: 868.83

(868.83)

2) Estimated amount of contracts remaining to be executed on capital account not provided for Rs 110.71 Lacs ( Previous year Rs. 23.89 Lacs )

3) The disclosure as per Accounting Standard 17 (AS-17) "Segment Reporting" issued by the institute of Chartered Accountants of India:

a) Business Segment:

The Company is engaged primarily in Pharmaceuticals business and there are no separate reportable segments as per AS-17

4) The Board of Directors have not recommended any dividend on Cumulative Preference Shares amounting to Rs.32.58 lacs, during the year. The total liability of dividend on Cumulative Preference Shares as on 31st March, 2011 is Rs. 566.48 lacs.

5) The company has unabsorbed depreciation and carry forward of losses under Income Tax Laws. Hence deferred tax assets have not been recognised as there is no vitual certainty supported by convincing evidence that there will be sufficient future taxable inocme against which such deffered tax assets can be realised.

6) The Company has made an investment of Rs. 500.61 lacs and has also advanced a sum of Rs.4882.62 lacs to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the Company, for Research and Development (R & D) activities. The accumulated losses of KRLL has exceeded its paid up capital and reserves.The said subsidiary has been awarded numerous patents in India and abroad for its novel Anti-Ulcer molecule KNC-6 and other molecule KNC-1206. KRLL has also developed enteric coating technology and has also been awarded Indian Patent for novel process of synthesis of Rofecoxib and Sildenafil Citrate. KRLL has, vide an agreement, agreed to give the Company the right to exploit the patents, intellectual properties and all rights appurtenant thereto in any manner so as to recover the dues- current and future, Considering that the investments are strategic and for long term the diminution in value has not been considered necessary by the management.

7) The Company has not paid any commission to the Managerial Personnel. Hence, the calculation under section 198/349 read with section 309 of the Companies Act, 1956 is not applicable.

Mr Ajit Jain has been appointed as Director and Chief operating officer with effect from 1st February, 2010. The remuneration paid to him is in excess of the limit under schedule XIII of the Companies Act, 1956 and was subject to approval at the Annual General Meeting and also subject to approval of the Central Government. The company has received the approval from the central Government vide letter dated 29th July, 2011.

8) Interest paid on term loans is net of interest received on Fixed / Margin Deposit Gross Rs.13.19 lacs, TDS Rs.1.32 lacs (Previous Year Rs. 22.86 lacs, TDS Rs. 1.94 lacs). Interest paid on others is net of interest received Gross Rs.99.17 lacs, TDS Rs.Nil (Previous year - Gross Rs. 52.17, TDS Rs. Nil)

9) The net Exchange Gain of Rs.235.24 lacs (Previous Period Gain of Rs.262.95 lacs) is included in the Profit and Loss Accounts.

10) The company has alloted 19,50,000 equity shares of Rs. 10/-each for cash at par to a promoter group company on 10th August, 2010, against conversion of 19,50,000 shares warrants alloted to the company on 24th September, 2009.

11) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Wholly Owned Subsidiary

a) Kopran Research Laboratories Ltd.

b) Kopran (H.K) Ltd.

c) Kopran Lifesciences Ltd. (w.e.f. 20th December, 2010)

II) Associate Enterprises

a) Pharmaceutical Business Group (I) Ltd. (up to 12th January, 2011)

b) Panorma Finvest Pvt. Ltd.

III) Key Management Personnel

Shri Surendra Somani - Executive Vice Chairman

Shri Ajit Jain -Director and Chief Operating Officer

12) In the opinion of the Board, Current Assets and Loans and Advances are approximately of the value stated if realised in the ordinary course of business.The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required.

13) Conversion of dividend payable of Rs. 36 lacs for the year ending 31st March, 2002 to 31st March, 2004 on Preference Shares into Zero Coupon Debentures (ZCD) and repayable in 16 quarterly instalments commencing from 1st April, 2005 has been approved by Corporate Debt Restructuring (CDR) cell and same has been shown as unpaid dividend, pending conversion.

14) (a) The Company has taken certain office / factory on operating lease basis. Lease payments in respect of such leases recognised in profit and loss account Rs. 193.65 Lacs ( Previous year Rs. 148.30 Lacs ).

(b) Except for escalation contained in certain lease arrangements providing for increase in the lease payment by specified percentage/ amounts after completion of specified period. Further the lease terms do not contain any exceptional / restrictive covenants other than prior approval of the leasee before the renewal of lease.

(c) There are no restrictions such as those concerning dividend and additional debt other than in some cases where prior approval of lesser is required for further leasing. There is no contingent rent payment.

15) Previous year's figures have been regrouped and recasted wherever considered necessary.

---

Mar 31, 2010

1) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

(Rs. in Lacs)

i) Guarantees given by the Companys bankers on behalf of the Company 97.15

(32.21)

ii) Bills discounted with Banks 1335.78

(1567.20)

iii) Disputed Tax Matters

a) Sales Tax demand disputed in appeal 39.13

(39.13)

b) Service Tax demand disputed in appeal 1029.68

(1029.68)

c) Demand under Drug Price Control Order - 95 ( DPCO - 95 ) demand 591.34

disputed in appeal (591.34)

iv) Claims against the Company not acknowledged as debts: 868.83

(868.83)

2) Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 23.89 Lacs (Previous year Rs. 15.27 Lacs)

3) Employee Benefits :

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS-15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standard, the following disclosures are made :

4) The disclosure as per Accounting Standard 17 (AS-17) "Segment Reporting" issued by the Institute of Chartered Accountants of India:

a) Business Segment:

The Company is engaged primarily in Pharmaceuticals business "and there are no separate reportuie segments as per AS-17

5) The Board of Directors have not recommended any dividend on Cumulative Preference Shares amounting to Rs.32.58 lacs, during the year. The total liability of dividend on Cumulative Preference Shares as on 31st March, 2010 is Rs. 533.90 lacs.

6) The company has unabsorbed depreciation and carry forward of losses under Income Tax Laws. Hence deferred tax assets have not been recognised as there is no virtual certainty supported by convincing evidence that there will be sufficient future taxable income against which such deferred tax assets can be realised.

7) The Company has made an investment of Rs 500.61 lacs and has also advanced a sum of Rs.5612.43 lacs to Kopran Research Laboratories Ltd (KRLL), a wholly owned subsidiary of the Company, for Research and Development (R & D) activities. The accumulated losses of KRLL has exceeded its paid up capital and reserves.The said subsidiary has been awarded numerous patents in India and abroad for its novel Anti-Ulcor molecule KNC-6 and other molecule KNC-1206. KRLL has also developed enteric coating technology and has^lso been awarded Indian Patent for novel process of synthesis of Rofecoxib and Sildenafil Citrate. KRLL has, vide an agreement.agreed to give the Company the right to exploit the patents, intellectual properties and all rights appurtenant thereto in any manner so as to recover the dues- current and future.

Considering that the investments are strategic and for long term the diminution in value has not been considered necessary by the management.

The Company has not paid any commission to the Managerial Personnel. Hence, the calculation under section 198/349 read with section 309 of the Companies Act, 1956 is not applicable.

Mr. Ajit Jain has been appointed as Director and Chief Operating Officer with effect from 1st February 2010. The remuneration paid to him is subject to approval at the Annual General Meeting and also subject to approval of the Central Government. Pending such approval, the remuneration paid in excess of the limit under schedule XIII of the Companies Act, 1956 is being held in trust by him.

8) Interest paid on term loans is net of interest received on Fixed/ Margin Deposit Gross Rs.22.86 lacs, TDS Rs. 1.94 lacs (Previous Year Rs. 13.19 lacs, TDS Rs. 2.78 lacs). Interest paid on others is net of interest received Gross Rs.52.17 lacs, TDS Rs.Nil (Previous year- Gross Rs.Nil , TDS Rs. Nil)

9) The net Exchange Gain of Rs.262.95 lacs (Previous Period Gain of Rs. 18.96 lacs) is included in the Profit and Loss Accounts.

10) The company has forfeited deposit of Rs.106.83 lacs received against 41,46,500 share warrants issued in the earlier years. Further, the company has issued 19,50,000 share warrants to a promoter group company against which the company has received a deposit of Rs.48.75 Lacs which is shown under share holders funds.

11) Disclosure as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I) Wholly Owned Subsidiary

a) Kopran Research Laboratories Ltd.

b) Kopran (H.K.) Ltd.

II) Associate Enterprises

a) Pharmaceutical Business Group (I) Ltd.

b) Panorma Finvest Pvt. Ltd.

III) Key Management Personnel

Shri Surendra Somani - Executive Vice Chairman Shri Ajit Jain - Director and Chief Operating Officer

12 Exceptional Items:

Exceptional Items comprise of Rs. 675.00 Lacs received during the year on accounts of non-compete fees.

13) Small Scale Industrial undertakings (SSIs) to whom amounts are due have been determined based on the information available with the Company and are given below. The dues that are outstanding for more than 30 days are as follows:

Acid Industries, Agrawal Silicon Carbon & Chemicals Pvt Ltd, Century Industrial Carbons, Enar Chemie, Jayson ammonia & Chemicals Pvt Ltd, Maple Biotech Pvt Ltd, Modern Petro Packaging Ltd, Online Graphics Pvt Ltd, Paras Enterprise, P. R. Packaging, Ramdev Chemical Pvt Ltd, Saroj Print Arts, S. V. Enterprises, Saroj Press Pvt Ltd, Shreenath Packaging, Zafcan.

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

14) In the opinion of the Board, Current Assets and Loans and Advances are approximately of the value stated if realised in the ordinary course of business.The provision for all known and determined liabilities are adequate and not in excess of the amounts reasonably required.

15) Balances of some of the Debtors, Creditors, Loans & Advances are subject to confirmation, reconciliation and consequent adjustment, if any. However, in the opinion of the management such adjustments, if any, will not be material.

16) Conversion of dividend payable of Rs. 36 lacs for the year ending 31st March, 2002 to 31st March, 2004 on Preference Shares into Zero Coupon Debentures (ZCD) and repayable in 16 quarterly instalments commencing from 1st April, 2005 has been approved by Corporate Debt Restructuring (CDR) cell and same has been shown as unpaid dividend, pending conversion.

17) Previous years figures have been regrouped and recasted wherever considered necessary.