Notes to Accounts of Ruchi Infrastructure Ltd.

Mar 31, 2025

xiv. Provisions, Contingent Liabilities and Contingent Assets

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

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required to
settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. The Company
does not recognize a contingent liability but discloses its existence in the financial statements
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company. Contingent assets are not recognized, but its existence is disclosed in the financial statements.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a
contract are lower than the unavoidable costs of meeting the future obligations under the contract.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to
the passage of time is recognised as a finance cost.

xv. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.

As per the requirements of Ind AS 116 the company evaluates whether an arrangement qualifies to be a lease. In
identifying a lease the company uses significant judgement in assessing the lease term (including anticipated
renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods
covered by an option to extent the lease if the company is reasonably certain to exercise that option; and periods
covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The
Company revises the lease term if there is a change in the non-cancellable period of a lease.

Company as a lessee

The Company accounts for each lease component within the contract as a lease separately from non-lease
components of the contract and allocates the consideration in the contract to each lease component on the basis of
the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease
components.

Right of Use Assets

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the
lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of
the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement
date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred
by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is
located.

The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment
losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using
the straight-line method from the commencement date over the lease term. Right-of-use assets are tested for
impairment whenever there is any indication that their carrying amounts may not be recoverable and impairment
loss, if any, is recognised in the statement of profit and loss.

Lease Liability

The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental
borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may
adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio
as a whole.

The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to
reflect any reassessment or lease modifications. The company recognises the amount of the re-measurement of
lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss
depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero
and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining
amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that
have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments
associated with these leases are recognized as an expense on a straight-line basis over the lease term.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been
classified as financing cash flows
Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease.
The Company recognises lease payments received under operating leases as income on a straight-line basis over
the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern
reflecting a constant periodic rate of return on the lessor''s net investment in the lease. If an arrangement contains
lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to

a 11 rir-afo tho ncirJoraf ir^n in I ho rnnfrarf

xvi. Asset Held for Sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use and sale is considered highly probable.

A sale is considered as highly probable when decision has been made to sell, assets are available for immediate sale
in its present condition, assets are being actively marketed and sale has been agreed or is expected to be concluded
within 12 months of the date of classification. Non-current assets held for sale are neither depreciated nor
amortised.

Non current Assets classified as held for sale are measured at the lower of their carrying amount and fair value less
cost to sale and are presented separately in the Balance Sheet.

xvii. Impairment of Non-Financial Assets

The company assesses at each reporting date whether there is any objective evidence that a non-financial asset or a
group of non-financial assets are impaired. If any such indication exists, the company estimates the amount of
impairment loss.

For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows from other assets or group of assets is considered as
cash generating unit.

An impairment loss is calculated as the difference between an asset''s carrying amount and recoverable amount.
Losses are recognized in statement of profit and loss and reflected in an allowance account. When the company
considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the
amount of impairment loss subsequently decreases and the decrease can be related objectively to an event
occurring after the impairment was recognized, then the previously recognized impairment loss is reversed
through profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been in place had there been no impairment loss been recognized for
the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in
Statement of Profit and Loss, taking into account the normal depreciation/amortization.

xviii. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial instruments also include derivative contracts such as foreign currency
foreign exchange forward contracts, interest rate swaps and currency options; and embedded derivatives in the host
contract.

i. Financial assets
Classification

The Company classifies financial assets in the following measurement categories :

a. Those measured at amortised cost and

b. Those measured subsequently at fair value through other comprehensive income or fair value through
profit or loss on the basis of its business model for managing the financial assets and the contractual cash
flow characteristics of the financial asset.

Initial recognition and measurement

All financial assets are recognised initially at fair value plus transaction costs that are attributable to the
acquisition of the financial asset, in the case of financial assets not recorded at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation
or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the
company commits to purchase or sell the asset.

Measured at amortised cost

A financial asset is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or

premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is
included in finance income in the statement of profit and loss. The losses arising from impairment are
recognised in the statement of profit and loss. This category generally applies to trade and other
receivables.

Measured at fair value through other comprehensive income (FVOCI)

A financial asset ismeasured at FVOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and

b) The asset''s contractual cash flows represent SPPI.

Financial assets included within the FVOCI category are measured initially as well as at each reporting
date at fair value. Fair value movements are recognized in the other comprehensive income (OCI).
However, the company recognizes interest income, impairment losses & reversals and foreign exchange
gain or loss in the profit and loss. On derecognition of the asset, cumulative gain or loss previously
recognised in OCI is reclassified from the equity to profit and loss. Interest earned whilst holding FVOCI
debt instrument is reported as interest income using the EIR method.

Financial Asset at fair value through profit or loss (FVTPL)

FVTPL is a residual category for financial asset. Any financial asset, which does not meet the criteria for
categorization as at amortized cost or as FVOCI, is classified as at FVTPL.

In addition, the group company may elect to classify a financial asset, which otherwise meets amortized cost or
FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ''accounting mismatch'').

Financial assets included within the FVTPL category are measured at fair value with all changes recognized in
the profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets)
is primarily derecognised (i.e. removed from the company''s balance sheet) when:

i. The rights to receive cash flows from the asset have expired, or

ii. The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ''pass-through''
arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset,
or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.

iii. When the company has transferred its rights to receive cash flows from an asset or has entered into a pass¬
through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the company continues to recognise the transferred asset to the extent of
the company''s continuing involvement. In that case, the company also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the company has retained.

iv. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and

recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities,
deposits, and bank balance.

b) Trade receivables.

The Company follows ''simplified approach'' for recognition of impairment loss allowance on:

i. Trade receivables which do not contain a significant financing component.

The application of simplified approach recognises impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.

ii. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that
whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has
increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument
improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity
reverts to recognising impairment loss allowance based on 12-month ECL.
ii. Financial liabilities
Classification

The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial
liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be
subsequently measured at fair value.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or
amortised costs.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.

The company''s financial liabilities include trade and other payables, loans and borrowings, financial guarantee
contracts and derivative financial instruments.

Financial liabilities at fair value through profit or loss.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified
as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the group that are not designated as hedging instruments in hedge
relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for trading
unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial
date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value
gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently
transferred to P&L. However, the company may transfer the cumulative gain or loss within equity. All other changes
in fair value of such liability are recognised in the statement of profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.

Derivative financial instruments

The company uses derivative financial instruments, such as forward currency contracts, interest rate swaps and
forward commodity contracts, to hedge its foreign currency risks, interest rate risks and commodity price risks,
respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a
derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Offsetting

Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet when and
when the company has a legally enforceable right to set off the amount and it intends either to settle then an a net
basis or to realize the asset and settle the liability simultaneously.

Measurement of fair values

The Company''s accounting policies and disclosures require the measurement of fair values, for financial
instruments.

The Company has an established control framework with respect to the measurement of fair values. The management
regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as
broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence
obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.

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

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

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the
lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.

xix. Government Grants

Government Grants and subsidies from Government are recognised when there is reasonable certainty that the
grant/subsidy will be received and all attaching conditions will be complied with. Government grant related to
income are recognised in the Statement of Profit & Loss on a systematic basis over the period in which the Company
recognizes as expenses the related costs for which the grant is intended to compensate.

Where the Grant relates to an asset value, it is recognised as deferred income, and amortised over the expected
useful life of the asset.

xx. Guarantee Commission

In respect of Corporate Guarantees given by the Company on behalf of its Subsidiaries on the Ind As transitional
date, notional income is booked at rate prevalent in market for similar guarantee and the income is amortised over
the period of the guarantee. The notional income for guarantees given in subsequent periods is treated as deemed
investment, added to the carrying cost of investment in Subsidiary and amortised over the period of the guarantee.

C. Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. 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, these are
effective from period beginning on or after April 01,2024. The Company has reviewed the new pronouncements and based
on its evaluation has determined that it has no impact on the company''s financial position.

NATURE AND PURPOSE OF RESERVES

(i) Capital Reserve

Capital Reserve was created on account of gains on buyback of FCCB''s. The reserve can be utilised in accordance with the
provisions of the Companies Act, 2013.

(ii) Securities Premium

Securities Premium is created on recording of premium on issue of shares. The reserve can be utilised in accordance with the
provisions of the Companies Act, 2013.

(iii) General Reserve

The General Reserve is created from time to time out of surplus profit from retained earnings. General Reserve is created by
transfer from one component of Equity to another.

(iv) Equity Instruments through Other Comprehensive Income

The company has elected to recognise changes in fair value of certain class of investments in other comprehensive income.
These fair value changes are accumulated within this reserve and shall be adjusted on derecognition of investment.

(v) Retained Earnings

The same is created out of profits over the years and shall be utilised as per the provisions of the Companies Act, 2013.

Note : A Secured Loans

a. Term Loan From South Indian Bank Ltd.

Term Loan of '' 7,183.37 lacs, Outstanding '' Nil (previous year '' 400.63 lacs) from South Indian Bank is secured by :

i) Hypothecation of all current assets of the Company including receivables other than those charged to existing
lenders of the Company.

ii) Collateral security by way of hypothecation/mortgage of warehouses of the Company located at :

(a) Survey No. 30/1,30/2, 30/3, 30/4, Village Linga, District Chindwada (MP), Area of Land- 26353 sq mt.

(b) Survey No. 253/1,257/1,258 and 259, Village Chaigaon, Devi Tehsil, District Khandwa, Area of land- 37100
sq mt.

(c) Survey No. 711, 712, 713, Village Jamunia, Kala patwari, Halka No. 11, Mhow Nasirawad Road, Tehsil and
District Ratlam (MP), area of land 62300 Sq mt.

(d) Survey No. 734/2, 751/2, 752, 756/2, 756/3, 756/4, 756/5, 758/1, 759/1, Patwari Halka No. 31, Village
Mangrol, Mhow Nasirawad Road, Tehsil and District Ratlam (MP), area of land - 53100 sq mt.

(e) Survey No. 167/1, 168/1,78/1, 78/3, 79/2, 74, 75, 76, 77, 79/1,78/2, 173/1, Village Raigaon, Tehsil Raghuraj
Nagar District Satna (MP), area of land - 36300 sq mt.

iii) The rate of Interest during the year is 11.50% (Previous Year 10.75%).

iv) As a measure to lessen the adverse impact on businesses due to lockdown on account of COVID-19, the Reserve
Bank of India had allowed borrowers whose accounts were not in default category to avail of moratorium on
repayment of loan installments and servicing of interest for the period March 2020 to May 2020. Subsequently the
moratorium was extended upto August 2020. The Company has availed the moratorium upto August 2020 and has
received confirmation from its Banker regarding the same.

As per the terms of the moratorium availed, the tenure of the loan is extended by six months and the last installment
of the loan which was due in December 2023 extended till June 2024. The interest on the term loan for the months of
March 2020 to August 2020, has been capitalised into the loan principal and repayment will be spread over the
remaining tenure of the loan. The principal installment due from September 2020 includes, in addition to the original
installment amount, the pro rated portion of the interest capitalised.

v) The loan was repayable in 26 scattered installments starting from September, 2017 with the last installment due in
June, 2024. The loan was fully repaid in June 2024.

b. Vehicle loan

(i) Vehicle Loan of ''180.00 lacs from BMW Financial Services Pvt. Ltd., Outstanding '' 125.40 lacs (Previous year
'' 180.00 lacs) is secured by charge on specific vehicle financed by them. The loan is repayable in 35 Monthly installment
of '' 5.79 lacs and one installment of '' 5.54 lacs (including interest) commenced from April, 2024 last installment being
due in March 2027. Rate of Interest is 9.75% p. a. as at the year end (previous year 9.75%).

The installments remaining to be paid are as under :

B. Terms / Rights attached to Preference Shares :

Preference shares are non convertible, cumulative, redeemable and have a par value of '' 100/- per share. Each preference
shareholder is eligible for one vote per share only on resolutions affecting their rights and interest. Shareholders are entitled
to dividend at the rate of 6% p.a.which is cumulative. In the event of liquidation of the company before redemption, the
holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

NOTE: 43 - NOTE ON CONVERTIBLE WARRANTS ISSUED BY THE COMPANY

During the year ended 31^st March 2023, the Company made a preferential issue of 3,07,85,000 warrants each convertible into one
equity share of '' 1/- at a price of '' 10.30 per warrant within the validity period of 18 months from the date of allotment. Out of such
3,07,85,000 warrants, 1,02,62,000 warrants were converted into equity shares during the year ended 31^s'' March 2023. Further
94,00,000 warrants were converted into equity shares during the year ended 31^st March 2024 and remaining 1,11,23,000
warrants were converted during the year ended 31^st March, 2025 leaving no warrants outstanding for conversion.

The Company raised '' 1,590.58 lacs in the FY 2022-23,'' 723.80 lacs during the FY 2023-24 & '' 856.47 lacs during the FY 2024-25
towards warrant subscription/warrant conversion, which was utilised towards the objects of the preferential issue. Interest on the fixed
deposits made out of the proceeds received from warrants/equity was '' 30.88 lacs. Total fund available was '' 3,201.73 lacs. These
funds were utilised towards objects of the issue. An amount of '' 2,754.04 lacs was utilised for the purpose of capital expenditure,
'' 54.98 lacs towards major repairs of capital assets and '' 392.71 lacs was utilised for the prepayment of outstanding term loan
instalment of South Indian Bank Ltd. The entire amount raised by preferential issue has fully utilised as per the objects of the issue.

NOTE: 44 - NOTE ON CORPORATE SOCIAL RESPONSIBILITY

The Company was required to spend '' 32.83 lacs on Corporate Social Responsibility activities under Section 135 of the
Companies Act, 2013 for the year ended 31st March, 2025 calculated as per Section 198 of the Companies Act, 2013.

The details of expenditure made for complying with the provision for CSR expenditure under Section 135 of Companies

Art ?D1 ^ arp ac unrlpr

NOTE: 52 - FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Market risk

(a) Currency risk;

(b) Interest rate risk;

(ii) Credit risk ; and

(iii) Liquidity risk.

Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company''s primary risk management focus is to minimize potential adverse effects of risks on its financial performance.
The Company''s risk management assessment policies and processes are established to identify and analyses the risks faced
by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. These
policies and processes are reviewed by management regularly to reflect changes in market conditions and the Company''s
activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes.

i) Market risk

Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity
prices, which shall affect the Company''s income or the value of its holdings of its financial instruments. The objective of
market risk management is to manage and control market risk exposure within acceptable parameters, while optimising
the returns.

i)(a) Foreign Currency risk

The fluctuation in foreign currency exchange rates may have impact on the profit and loss account, where any
transaction has more than one currency or where assets/liabilities are denominated in a currency other than the
functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S.
dollar, against the functional currency.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to
hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for
trading or speculative purposes.

Exposure to foreign currency risk

The Company has no foreign currency exposure as at the year end. (Previous Year Nil)

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge
foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or
speculative purposes.

i)(b) Interest rate risk exposure variable rate

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 market risk for changes in interest rates relates to
borrowings from financial institutions. The company''s exposure to the risk of changes in market interest rates relates
primarily to the borrowing from bank and financial institution. Currently Company is not using any mitigating factor to
cover interest rate risk.

Interest rate sensitivity

A reasonably possible change of 1% in interest rates at the reporting date would have increased/(decreased) equity and profit or
loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign currency exchange rates, remain
constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk
exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding
during the period.

ii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its
contractual obligations and arises principally from the Company''s receivables from customer. The Company establishes an
allowance for doubtful debts and impairment that represents its estimate on expected loss model.

A. Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit
risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which the Company grants credit terms in the normal course of business.

C. Investments

The Company does not expect any losses from non-performance by these counter-parties apart from those already given
in financials, and does not have any significant concentration of exposures to specific industry sectors or specific
country risks.

iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the
Company''s reputation. The Company has obtained fund based lines from various banks. The Company also constantly
monitors various funding options available in the debt and capital markets with a view to maintaining financial flexibility.
Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturities groupings based on their
contractual maturities for:

Note : The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to
derivative financial liabilities held for risk management purposes and which are not usually closed out before
contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross
cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

NOTE : 53 - CAPITAL MANAGEMENT

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is
defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and
cash equivalents. Equity comprises of Equity share capital and other equity.

The Company''s policy is to keep the ratio at optimum level. The Company''s adjusted net debt to equity ratio was as follows:-

NOTE: 54 ADDITIONAL INFORMATION

i. The company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related
parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are: (a) repayable
on demand or (b) without specifying any terms or period of repayment.

ii. The company neither have any Benami property nor any proceedings have been initiated or pending against the
company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the
rules made thereunder.

iii. The company is not declared wilful defaulter by any bank or financial Institution or other lender.

iv. The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013
or section 560 of Companies Act, 1956.

v. The company is compliant with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.

vi. (A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other

sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the

understanding (whether recorded in writing or otherwise) that the Intermediary shall

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

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

(B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)

with the understanding (whether recorded in writing or otherwise) that the company shall

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

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

vii. The Company does not have any 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 has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company has no working capital limits from banks on the basis of security of current assets.

NOTE: 55

a. During the previous year 1 3,71,800 equity shares of National Steel and Agro Industries Ltd carrying value of '' 44.17 lacs
were cancelled due to order of NCLT. The same were derecognised and w/off and shown under Note 32 Other expenses.

b. During the previous year 11,700 equity shares of IMEC Services ltd. carrying value '' 0.19 lacs were restructured and
Company has received 443 equity shares against 11,700 equity shares.

NOTE: 56

During the previous year, the Company executed Business Transfer Agreement for disposal of business undertaking of the

Company comprising of petroleum terminal at Cochin Port on slump sale basis for a consideration of '' 811 lacs. The gain of

'' 725.26 Lacs arising out of the sale has been disclosed under "Exceptional Item".

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

For SMAK & Co.

Chartered Accountants

(Firm Regn No. 020120C) Mohan Das Kabra Narendra Shah

Director Managing Director

DIN:07896243 DIN: 02143172

CA Atishay Khasgiwala

Partner

Membership No. 417866 ^{Ashish Mehta Pavan Kumar Purohit}

Indore, M_ay 28, 2025 Company Secretary Chief Financial Officer

---

Mar 31, 2024

xiv. Provisions, Contingent Liabilities and Contingent Assets

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

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized, but its existence is disclosed in the financial statements.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

xv. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As per the requirements of Ind AS 116 the company evaluates whether an arrangement qualifies to be a lease. In identifying a lease the company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extent the lease if the company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The Company revises the lease term if there is a change in the non-cancellable period of a lease.

Company as a lessee

The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

Right of Use Assets

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located.

The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the lease term. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable and impairment loss, if any, is recognised in the statement of profit and loss.

Lease Liability

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.

The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications. The company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor''s net investment in the lease. If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract.

xvi. Asset Held for Sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and sale is considered highly probable.

A sale is considered as highly probable when decision has been made to sell, assets are available for immediate sale in its present condition, assets are being actively marketed and sale has been agreed or is expected to be concluded within 12 months of the date of classification. Non-current assets held for sale are neither depreciated nor amortised.

Non current Assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sale and are presented separately in the Balance Sheet.

xvii. Impairment of Non-Financial Assets

The company assesses at each reporting date whether there is any objective evidence that a non-financial asset or a group of non-financial assets are impaired. If any such indication exists, the company estimates the amount of impairment loss.

For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or group of assets is considered as cash generating unit.

An impairment loss is calculated as the difference between an asset''s carrying amount and recoverable amount. Losses are recognized in statement of profit and loss and reflected in an allowance account. When the company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss is reversed through profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been in place had there been no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in Statement of Profit and Loss, taking into account the normal depreciation/amortization.

xviii. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts, interest rate swaps and currency options; and embedded derivatives in the host contract.

i. Financial assets Classification

The Company classifies financial assets in the following measurement categories :

a. Those measured at amortised cost and

b. Those measured subsequently at fair value through other comprehensive income or fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Initial recognition and measurement

All financial assets are recognised initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset, in the case of financial assets not recorded at fair value through profit or loss. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the company commits to purchase or sell the asset.

Measured at amortised cost

A financial asset is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade and other receivables.

Measured at fair value through other comprehensive income (FVOCI)

A financial asset ismeasured at FVOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b) The asset''s contractual cash flows represent SPPI.

Financial assets included within the FVOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to profit and loss. Interest earned whilst holding FVOCI debt instrument is reported as interest income using the EIR method.

Financial Asset at fair value through profit or loss (FVTPL)

FVTPL is a residual category for financial asset. Any financial asset, which does not meet the criteria for categorization as at amortized cost or as FVOCI, is classified as at FVTPL.

In addition, the group company may elect to classify a financial asset, which otherwise meets amortized cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ''accounting mismatch'').

Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e. removed from the company''s balance sheet) when:

i. The rights to receive cash flows from the asset have expired, or

ii. The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

iii. When the company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognise the transferred asset to the extent of the company''s continuing involvement. In that case, the company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

iv. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

b) Trade receivables.

The Company follows ''simplified approach'' for recognition of impairment loss allowance on: i. Trade receivables which do not contain a significant financing component.

The application of simplified approach recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

ii. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL. ii. Financial liabilities Classification

The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or amortised costs.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The company''s financial liabilities include trade and other payables, loans and borrowings, financial guarantee contracts and derivative financial instruments.

Financial liabilities at fair value through profit or loss.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the group that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently transferred to P&L. However, the company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Derivative financial instruments

The company uses derivative financial instruments, such as forward currency contracts, interest rate swaps and forward commodity contracts, to hedge its foreign currency risks, interest rate risks and commodity price risks, respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Offsetting

Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet when and when the company has a legally enforceable right to set off the amount and it intends either to settle then an a net basis or to realize the asset and settle the liability simultaneously.

Measurement of fair values

The Company''s accounting policies and disclosures require the measurement of fair values, for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

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

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

xix. Government Grants

Government Grants and subsidies from Government are recognised when there is reasonable certainty that the grant/subsidy will be received and all attaching conditions will be complied with. Government grant related to income are recognised in the Statement of Profit & Loss on a systematic basis over the period in which the Company recognizes as expenses the related costs for which the grant is intended to compensate.

Where the Grant relates to an asset value, it is recognised as deferred income, and amortised over the expected useful life of the asset.

xx. Guarantee Commission

In respect of Corporate Guarantees given by the Company on behalf of its Subsidiaries on the Ind As transitional date, notional income is booked at rate prevalent in market for similar guarantee and the income is amortised over the period of the guarantee. The notional income for guarantees given in subsequent periods is treated as deemed investment, added to the carrying cost of investment in Subsidiary and amortised over the period of the guarantee.

C. Standards issued but not yet effective

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

Note :

A. Term Loan From South Indian Bank Ltd.

Term Loan of '' 7,183.37 lacs, Outstanding '' 400.63 lacs (previous year '' 1,985.67 lacs) from South Indian Bank is secured by :

i) Hypothecation of all current assets of the Company including receivables other than those charged to existing lenders of the Company.

ii) Collateral security by way of hypothecation/mortgage of warehouses of the Company located at :

(a) Survey No. 30/1,30/2, 30/3, 30/4, Village Linga, District Chindwada (MP), Area of Land- 26353 sq mt.

(b) Survey No. 253/1, 257/1, 258 and 259, Village Chaigaon, Devi Tehsil, District Khandwa, Area of land- 37100 sq mt.

(c) Survey No. 711, 712, 713, Village Jamunia, Kala patwari, Halka No. 11, Mhow Nasirawad Road, Tehsil and District Ratlam (MP), area of land 62300 Sq mt.

(d) Survey No. 734/2, 751/2, 752, 756/2, 756/3, 756/4, 756/5, 758/1, 759/1, Patwari Halka No. 31, Village Mangrol, Mhow Nasirawad Road, Tehsil and District Ratlam (MP), area of land - 53100 sq mt.

(e) Survey No. 167/1, 168/1,78/1,78/3, 79/2, 74, 75, 76, 77, 79/1,78/2, 173/1, Village Raigaon, Tehsil Raghuraj Nagar District Satna (MP), area of land - 36300 sq mt.

iii) The rate of Interest as at the year end is 11.50% (Previous Year 10.75%).

iv) As a measure to lessen the adverse impact on businesses due to lockdown on account of COVID-19, the Reserve Bank of India had allowed borrowers whose accounts were not in default category to avail of moratorium on repayment of loan installments and servicing of interest for the period March 2020 to May 2020. Subsequently the moratorium was extended upto August 2020. The Company has availed the moratorium upto August 2020 and has received confirmation from its Banker regarding the same.

As per the terms of the moratorium availed, the tenure of the loan is extended by six months and the last installment of the loan which was due in December 2023 will now be payable in June 2024. The interest on the term loan for the months of March 2020 to August 2020, has been capitalised into the loan principal and repayment will be spread over the remaining tenure of the loan. The principal installment due from September 2020 includes, in addition to the original installment amount, the pro rated portion of the interest capitalised.

v) The loan is repayable in 26 scattered installments starting from September, 2017 with the last installment due in June, 2024.

NOTE: 53 - FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Market risk

(a) Currency risk;

(b) Interest rate risk;

(ii) Credit risk ; and

(iii) Liquidity risk.

Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company''s risk management assessment policies and processes are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. These policies and processes are reviewed by management regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes.

i) Market risk

Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity prices, which shall affect the Company''s income or the value of its holdings of its financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns. i)(a) Foreign Currency risk

The fluctuation in foreign currency exchange rates may have impact on the profit and loss account, where any transaction has more than one currency or where assets/Iiabilities are denominated in a currency other than the functional currency of the entity. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar, against the functional currrency.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to foreign currency risk

The Company has no foreign currency exposure as at the year end. (Previous Year Nil) i)(b) Interest rate risk exposure variable rate

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 market risk for changes in interest rates relates to borrowings from financial institutions.The company''s exposure to the risk of changes in market interest rates relates primarily to the borrowing from bank and financial institution.Currently Company is not using any mitigating factor to cover interest rate risk.

Interest rate sensitivity

A reasonably possible change of 1% in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

ii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customer. The Company establishes an allowance for doubtful debts and impairment that represents its estimate on expected loss model.

A. Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

B. Cash and cash equivalents

The Company holds cash and cash equivalents with credit worthy banks of '' 992.15 lacs as at March 31,2024 [ ''1,057.27 lacs as at 31^st March 2023].The credit worthiness of such banks is evaluated by the management on an ongoing basis and is considered to be good.

C. Investments

The Company does not expect any losses from non-performance by these counter-parties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the

Note : The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

NOTE : 54 - CAPITAL MANAGEMENT

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Equity comprises of Equity share capital and other equity.

The Company''s policy is to keep the ratio at optimum level. The Company''s adjusted net debt to equity ratio was as follows.

NOTE: 55

i. The company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are: (a) repayable on demand or (b) without specifying any terms or period of repayment.

ii. The company neither has any Benami property nor any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

iii. The company is not declared wilful defaulter by any bank or financial Institution or other lender.

iv. The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

v. The company is compliant with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

vi. (A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other

sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the

understanding (whether recorded in writing or otherwise) that the Intermediary shall

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

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

(B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)

with the understanding (whether recorded in writing or otherwise) that the company shall

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

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

vii. The Company does not have any 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 has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company has no working capital limits from banks on the basis of security of current assets.

NOTE: 56

a. During the year 13,71,800 equity shares of National Steel and Agro Industries Ltd carrying value of '' 44.17 lacs were cancelled due to order of NCLT. The same were derecognised and w/off and shown under Note 33 Other expenses.

b. During the year 11700 equity share of IMEC Services ltd. Carrying value '' 0.19 lacs were restructured and Company has received 443 equity shares against 11700 equity shares.

NOTE: 57

a. During the year, the Company executed Business Transfer Agreement for disposal of business undertaking of the Company comprising of petroleum terminal at Cochin Port on slump sale basis for a consideration of '' 811 lacs. The gain of '' 725.26 lacs arising out of the sale has been disclosed under "Exceptional Item".

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

For SMAK & Co. Pavan Kumar Purohit Narendra Shah

Chartered Accountants Chief Financial Officer Executive Director

(Firm Regn No. 020120C) DIN 02143172

CA Atishay Khasgiwala Ashish Mehta Mohan Das Kabra

Partner Company Secretary Director

Membership No. 417866 DIN 07896243

Indore, May 21,2024 Indore, May 21, 2024

---

Mar 31, 2018

NOTE: A-B

A. GENERAL INFORMATION

Ruchi Infrastructure Limited (the company) is a Public Limited Company incorporated on 28th August, 1984 in India under the provision of Companies Act, 1956. The Company is engaged in the business of Infrastructure viz. storage of liquid commodities, Agri-warehousing facilities, Wind power generation, trading of various commodities and manufacturing of Soap. Its shares are listed on National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd. (BSE).

a. Terms / Rights attached to Equity Shares :

The company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors of any subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is paid as and when declared by the Board of Directors In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

b. The details of shareholders holding more than 5% Shares

c. For the period of five years immediately preceeding the date at which the Balance Sheet is prepared, i.e. 31.03.201 8, the Company has not allotted any shares pursuant to Contract(s) without payment being received in Cash or by way of bonus shares or bought back any shares / class of shares.

NATURE AND PURPOSE OF RESERVES

(i) Capital Reserve

Capital Reserve was created on account of gains on buyback of FCCBs . The reserve can be utilised in accordance with the provisions of the Companies Act, 201 3.

(ii) Securities Premium Reserve

Securities Premium Reserve is created on recording of premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 201 3.

(iii) General Reserve

The General Reserve is created from time to time out of surplus profit from retained earnings. General Reserve is created by transfer from one component of equity.

(iv) Capital Subsidy

Capital Subsidy was created on account of Subsidy Received from Government

(v) Equity Instruments through Other Comprehensive Income

The company has elected to recognise changes in fair value of certain class of investments in other comprehensive income. The fair value changes are accumulated within this reserve and shall be adjusted on derecognition of investment.

(vi) Retained Earnings

The same is created out of profits over the years and shall be utilised as per the provisions of the Companies Act, 2013.

Note:

A Term Loan From Banks

a. Term Loan from State Bank of India

i) Term Loan of Rs. 26,00,00,000/- from State Bank of India [outstanding amount Rs. 1 9,76,62,058 /-, (previous year Rs. 23,03,89,652/- and as at April 1, 2016 Rs. 24,44,71,242/-)] is secured by exclusive first charge on future receivables from sale of wind power, charge by way of hypothecaion charge on 18 wind turbine generators (WTG s ) located at location No P-1 61 to P-1 67 , P-1 70 to P-1 78 , village Palsodi, and P-11 7, P-1 79 Village Gopalpura Dist. Ratlam ( M.P.) 17 WTG s and location No N-22 Village Palnagar Dist. Dewas, ( M.P) 1 WTG and personal guarantee of Mr.Dinesh Shahra. The rate of interest as at the year end is as at the year end is 1 7.10% p.a, (previous year 15.10 % and as at April 1, 201 6, 1 2.1 0%).

ii) The Loan is repayable in 1 39 scattered monthly installments starting from September 201 5 and last installment due in March 2027.

b. Term Loan From South Indian Bank Ltd.

Term Loan of Rs. 69,00,00,000/- from south Indian Bank Ltd, [Outstanding amount Rs. 63,83,64,794/-, (previous year Rs. 68,80,80,580/- and as at April 1, 2016 Rs. nil)] from South Indian Bank is secured by :

i) Hypothecation of all current assets of the Company including receivables other than those charged to existing lenders of the Company

ii) Collateral security by way of hypothecation / mortgage of warehouses of the Company located at :

a. Survey No. 30/1, 30/2, 30/3, 30/4, Village Linga, District Chindwada(MP), Area of Land- 26,353 sq mt.

b. Survey No. 253/1, 257/1, 258 and 259, Village Chaigaon, Devi Tehsil, District Khandwa, Area of land-37,100 sq mt.

c. Survey No. 711, 712, 713, Village Jamunia, Kala Patwari, Halka No. 11, Mhow Nasirawad road, Tehsil and District Ratlam (MP), area of land 62,300 sq mt.

d. Survey No. 734/2, 751/2, 752, 756/2, 756/3, 756/4, 756/5, 758/1, 759/1, Patwari Halka No. 31, Village Mangrol, Mhow Nasirawad road, Tehsil and District Ratlam (MP), area of land - 53,100 sq mt.

e. Survey No. 167/1, 168/1, 78/1, 78/3, 79/2, 74, 75, 76, 77, 79/1, 78/2, 1 73/1, Village Raigaon, Tehsil Raghuraj Nagar District Satna(MP), area of land - 36,300 sq mt.

iii) The rate of Interest as at the year end is 10.70 %, (previous year 11.50% and as at April 1, 2016 nil).

iv) The loan is repayable in 26 scattered installaments starting from September 2017 with the last installment due in December 2023.

c. (i) Term Loan from HDFC Bank Ltd

Term Loan of Rs. 59,70,000/- from HDFC Bank Ltd, [Outstanding amount Rs. 3,68,187/-, (previous year Rs. 1 7,55,925/- and Rs. 30,1 7,009/- as at 1 st April 201 6 ) is secured by charge on specific assets financed by the Bank. The loan is repayable in 60 Equated Monthly Installment of Rs. 1,24,700/- (Including interest) commencing from July 2013, last installment being due in June 2018. Rate of Interest as at the year end is 9.61% p.a., (previous year 9.61 % and as at April 1, 201 6 9.61 %).

(ii) Term Loan from HDFC Bank Ltd

Term Loan of Rs. 1,62,42,847/- from HDFC Bank Ltd, [Outstanding amount Rs. 42,53,798/-, (previous year Rs. 77,84,092/- and Rs. 1,09,71,846/- as at April 1, 2016)] is secured by charge on specific assets financed by the Bank. The loans are repayable in 60 Equated Monthly Installment of Rs. 3,47,114/- (Including interest) commencing from April 2014 , last installment being due in March 2019. Rate of Interest as at the year end is 10.25% p.a., (previous year 1 0.25% and as at April 1, 201 6 1 0.25%).

B. Term Loan From Others

Term Loan From JM Financial Product Ltd.

Term Loan of Rs 28,00,00,000/- from JM Financial Products Limited, [Outstanding amount Rs. 26,18,06,1 73/- (previous year Rs. 27,75,53,454/-, as at April 1, 201 6 Rs. nil)] is secured by :

(i) Mortgage of residential property of the Company situated at Flat No 14, Vandan Co-operative Housing Society, 29-A, Doongersey Road, Malabar Hill, Walkeshwar, Mumbai.

(ii) Pledge of 80,00,000 shares of Ruchi Soya Industries Ltd held by the Company. The rate of Interest as at the year end is 12 % p.a, (previous year 12 % and as at 1st April 2016, nil).

The loan is repayable in 120 equated monthly installment of Rs. 40,1 7,187/- including interest commencing from February 201 7 with the last installment being due in January 2027.

C. Secured long term borrowings aggregating to Rs. 20,22,80,479/-(previous year Rs. 23,56,62,524/- as at 1st April,201 6 Rs. 24,69,73,152/-including interest accrued but not due on borrowings of Rs. 25,61,330/-(previous year Rs. 29,93,372/-,as at April 1, 2016 Rs. nil ) are secured by personal guarantee of Mr. Dinesh Shahra.

D Terms / Rights attached to Preference Shares :

Preference shares are non convertible, cumulative, redeemable and have a par value of Rs. 100/- per share. Each preference shareholder is eligible for one vote per share only on resolutions affecting their rights and interest. Shareholders are entitled to dividend at the rate of 6 % p.a.which is cumulative. In the event of liquidation of the company before redemption, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital .

a. The Company had allotted 6% Non Convertible, Cumulative, Redeemable Preference Shares of Rs. 100/- each as under :

17,33,345 Shares were allotted on 31st March 2006 37,27,268 Shares were allotted on 9th October 2006

b. The aforesaid Preference Shares are redeemable as under :

Rs. 25/- to be redeemed after 18 years from date of allotment Rs. 75/- to be redeemed after 19 years from date of allotment The Company at its sole discretion has an option to prematurely redeem the preference shares in full or in part after completion of three years from the date of allotment.

NOTE : 1

Trade Payables include (refer note 21) bills payable for purchase of goods Rs. 86,1 5,67,224/- (Previous Year Rs. 1 34,37,90,755/and as at 1st April 2016 Rs. 198,91,21,920/-)

NOTE : 2 - DISCLOSURE REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

a. Trade Payables includes nil (previous year 2016-201 7 nil, as at 1st April,201 6 nil) amount due to Micro and Small enterprises registered under the Micro, Small and Medium Enterprises Development Act,2006 (MSMED).

b. The detail of amount outstanding to Micro Small and Medium Enterprises are as under:

c. The information has been determined to the extent such parties have been identified on the basis of information available with the company and relied upon by the auditors.

NOTE: 3

The Company is not required to spend any amount on Corporate Social Responsibility activities under Section 135 of the Companies Act, 201 3 for the year ended 31 st March 201 8, (previous year nil) calculated as per Section 1 98 of the Companies Act, 2013.

NOTE: 4

The following charges creatred by various lenders on the Company s assets are not satisfied and are being shown as Outstanding as per records with the Ministry of Corporate Affairs However entire amounts have been duly paid off by the Company.

NOTE: 5 - DISCLOSURE AS PER IND AS 19 - EMPLOYEE BENEFITS

A. Gratuity

The company provides for gratuity for employees as per the payment of gratuity Act,1972. Employees who are in countinous services for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination/resignation is paid as per the provision of the payment of gratuity Act,1972.The gratuity plan is a funded plan and company makes annual contributions to the group gratuity cum Life Assurance schemes administered by the LIC of india, a funded defined benefit plan for qualifying employees.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,201 8.The present value of the defined benefit obligations and the related current service cost, were measured using the Projected Unit Credit Method.

B. Leave Encashment

The liability in respect of leave encashment is determined using actuarial valuation carried out at at Balance sheet date. actuarial gains and losses are recognised in full in statement of Profit and Loss for the year in which they occur. Liability on account of Leave encashment as the year end Rs. 39,55,973/- ( previous year Rs. 38,55,653/-).

NOTE: 6 - SEGMENT REPORTING

A. General Information

(i) Factors used to identify the entity s reportable segments, including the basis of organisaiton Based on the criteria as mentioned in Ind As 108 Operating Segment , the Company has identified its reportable segments as under : Segment - 1 Trading Segment - 2 Infrastructure Segment - 3 Others Segment - 4 Unallocable

The Company''s operating segments are established on the basis of those components of the Company that are evaluated regularly by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of products and services, the differing risks and returns and the internal reporting system.

ii) Following are the reporting segments

B. Segment revenue, results, segment assets and liability include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as un allocable corporate cost. Assets and Liabilities that cannot be allocated between segment are shown as un allocable corporate assets and liabilities respectively.

NOTE: 7 - OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at March 31, 2018, March 31, 201 7 and April 1, 2016.

D Offsetting arrangements

(i) Borrowings

The Company has taken borrowings by providing current & fixed financial assets as security to the banks.

(ii) Other Financial Liability

The Company has unclaimed dividends liability against which company has deposited the said amounts in a separate bank account classified under current financial asset.

NOTE: 8 - FINANCIAL INSTRUMENTS FAIR VALUES AND RISK MANAGEMENT

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value. A substantial portion of the Company s long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value.

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

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

Level2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

NOTE: 9 - FINANCIAL INSTRUMENTS FAIR VALUES AND RISK MANAGEMENT Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Market risk

(a) Foreign Currency risk

(b) Interest rate risk

(c) Commodity Risk

(ii) Credit risk and

(iii) Liquidity risk

Risk management framework

The Company s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company s primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company s risk management assessment policies and processes are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. These policies and processes are reviewed by management regularly to reflect changes in market conditions and the Company s activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes.

Market risk

Market risk is the risk of changes the market prices on account of foreign exchange rates, interest rates and Commodity prices, which shall affect the Company s income or the value of its holdings of its financial instruments . The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns.

Foreign currency risk

The fluctuation in foreign currency exchange rates may have impact on the profit and loss account, where any transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchangrates in those countries. The risks primarily relate to fluctuations in U.S. dollar and Euro, against the respective functional currrencies. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to foreign currency risk

The summary quantitative data about the Company s exposure to currency risk as reported by the management of the Company is as follows:

Sensitivity analysis

A 1 % strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss as shown in table below. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

i. (b) 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 primarily to the borrowing from bank and financial institution. Currently Company is not using any mitigating factor to cover interest rate risk.

Interest rate sensitivity

A reasonably possible change of 1 % in interest rates at the reporting date would have increased /(decreased) equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

(c) Commodity Risk

The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, government policies, changes in global demand resulting from population growth and changes in standards of living and global production of similar and competitive crops. During its ordinary course of business, the value of the Company s open sales and purchases commitments and inventory of raw material changes continuously in line with movements in the prices of the underlying commodities. To the extent that its open sales and purchases commitments do not match at the end of each business day, the Company is subjected to price fluctuations in the commodities market.

While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising from such fluctuations by hedging its sales either through direct purchases of a similar commodity or through futures contracts.

In the course of hedging its sales either through direct purchases the Company may also be exposed to the inherent risk associated with trading activities conducted by its personnel. The Company has in place a risk management system to manage such risk exposure.

At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables remaining constant, would result in (decrease)/increase in profit before tax and equity by the amounts as shown below:

(ii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company s receivables from customer. The Company establishes an allowance for doubtful debts and impairment that represents its estimate on expected loss model .

A. Trade and other receivables

The Company s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment for customers as at March 31, 2018, March 31, 2017 and April 1, 2016

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Impaired amounts are based on lifetime expected losses based on the best estimate of the management. Further, management believes that the unimpaired amounts that are past due by more than 1 80 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

B. Cash and cash equivalents

The Company holds cash and cash equivalents with credit worthy banks and financial institutions of Rs. 8,31,64,884/- as at March 31, 2018, (Rs. 15,40,08,059/- as at 31st March 201 7 and Rs. 3,27,27,185/- as at 1st April 201 6 ).The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

C. Investments

The Company does not expect any losses from non-performance by these counter-parties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

Financial Instruments Fair Values and Risk Management

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company s reputation. The Company has obtained fund based lines from various banks. The Company also constantly monitors various funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Exposure to liquidity risk

The table below analyses the Company s financial liabilities into relevant maturities groupings based on their contractual maturities for all non derivative financial liabilities

NOTE: 10 - CAPITAL MANAGEMENT

The Company s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ''adjusted net debt to ''adjusted equity . For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Equity comprises of Equity share capital and other equity.

The Company s policy is to keep the ratio at optimum level. The Company s adjusted net debt to equity ratio was as follows.

NOTE: 11 - TRANSITION TO IND AS:

For the purposes of reporting as set out in Note A and B , we have transitioned our basis of accounting from Indian generally accepted accounting principles ( Indian GAAP ) to Ind AS. The accounting policies set out in Note A and B have been applied in preparing the financial statements for the year ended March 31, 2018. The comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 1, 2016 (the transition date ).In preparing our opening Ind AS balance sheet, we have made certain adjustments to amounts reported in financial statements prepared in accordance with Indian GAAP. An explanation of how the transition from Indian GAAP to Ind AS has affected our financial position and performance is set out in the following tables. On transition, we did not revise estimates previously made under Indian GAAP except where required by Ind AS.

A. EXEMPTIONS AND EXCEPTIONS AVAILED

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

I Ind AS optional exemptions

(i) Property, plant equipment and intangible assets

Ind AS 1 01 permits a first time adopter to elect to continue with the carrying value for all of its property, plant and equipment and intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 intangible assets.

Accordingly, the Company has elected to measure all its property, plant and equipment and intangible assets at their previous GAAP carrying value. There are no decommissioning liabilities of the Company.

(ii) Designation of previously recognised financial instruments

Ind AS 101 allow 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 investment other than the investments in subsidiaries, joint ventures and associates.

(iii) Investment in subsidiaries, joint venture & associates

There is an option to measure investments in subsidiaries, joint ventures and associates at cost in accordance with Ind AS 27 at either.

(a) Fair value on date of transition; or

(b) Previous gap carrying values

The Company has decided to use the previous gap carrying values and not to fair value its investments in subsidiaries, joint venture and associates as on the date of transition.

II. Ind AS mandatory exceptions

(i) Estimates : An entity s estimates in accordance with Ind AS at the date of transition to Ind AS are consistent with estimates made for the same date in accordance with previous GAAP.

(ii) Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind AS 1 01 to apply the derecognition criteria of Ind AS 1 09 prospectively for the transactions occurring on or after the date of transition to Ind AS.

C. NOTES ON FIRST TIME ADOPTION:

1 Property, Plant & Equipment

On transition to Ind AS as on April 1, 201 6 the Company has elected to measure its tangible and intangible assets at their carrying value which is considered as the Deemed Cost

2 (a) Investment in Other than subsidiary, associates and Joint Venture

The Company has investment Other than in subsidiary and associates. These investments have been fair valued on the date of transition with a corresponding unrealised gain/(loss) recognised in Retained earnings via other comprehensive income [OCI] as on transition date i.e April 1, 2016 and designated the same at Fair Value through Other Comprehensive Income[FVOCI]. Subsequent gains/(losses) have been charged to Other Comprehensive Income. Accordingly non current investment has increased by Rs. 6,51,80,953/- as at March 31,2017.(Reduced by Rs. 93,21,680/- as at April 01,2016) In the previous year Rs. 10,33,54,347/- was provided as provision for diminution in investment under Indian GAAP which is reclassified under other comprehensive income as per Ind AS.

(b) Investments in Mutual Funds

The same are measured at Fair value through other comprehensive income as on transition date April 1, 2016 are adjusted to retained earnings , subsequent gain /loss are charged to OCI. Accordingly current investment has increased by Rs. 52,000/-as at March 31,201 7, (as at April 01,201 6 ''nil)

3 Leasehold Land

The Company has certain lease hold Lands with a tenure ranging between 10 to 30 years Under Ind AS land is treated as finance lease if the lease term is over several decades or the present value of minimum lease payments is substantially equal to the fair value of land. Since the above condition is not satisfied, lease arrangements in the range of 10 to 30 years the date of investment to the date of transition have been classified as operating leases as against the current practice of capitalizing them as leasehold land. Consequently, leasehold land has been de-recognised and prepaid lease rental have been recognised.

4 Trade Receivables

The Company measures recovery of debtors on Expected Credit Loss Model.(refer note 48(ii))

5 Open Purchase & Sale Contracts

As per requirement of Ind AS, specified Open purchase and sales contract outstanding as on the balance sheet date are Fair valued.

6 Amortisation of loan processing fees

The Company has incurred transaction/ processing costs on its borrowings. The said transaction/ processing costs is amortised over the period of loan. The same has been reduced from the borrowing on the date of initial recognition and amortised using effective interest rate method. As a result the long term borrowing has been reduced with a corresponding gain being recognised in retained earnings. Accordingly Amount of Borrowing has reduced by Rs. 41,98,920/-,as at March 31,201 7 (as at April 01,201 6 Rs. 25,01,91 0/-) and financial expenses has been reduced by Rs. 1 6,97,01 0/- in financial year 201 6-201 7 on account of reduction of processing cost from borrowings.

7 Borrowings

Under indian GAAP, Preference share of Rs. 54,60,61,300/- was shown under Share Capital, which is reclassified under borrowing as per the Ind AS.

8 Deferred Tax

The Company has recognised deferred tax as per requirements of Ind AS - 12 on Income taxes and recognised a deferred tax liability arising on account of the Ind AS adjustments as on April 1, 201 6 to retained earnings.

9 Corporate guarantees issued to Subsidiary

The Company has provided guarantees to Banks on behalf of a Subsidiary. These financial guarantees have been measured at fair value on the date of Initial recognition with corresponding amount being recognised as unearned guarantee commission. The same has been amortised over the term of the guarantee on a straight line basis. Under Ind AS income from guarantee given to others need to be recognised on systematic basis over the life of guarantee.

Accordingly other current liabilities has increased by Rs. 1,06,40,000/- as at March 31, 2017. (as at April 1, 2016 Rs. 2,1 2,80,000/-) on account of corporate guarantee given to subsidiaries which is credited to profit and loss account on systematic basis over the guarantee period.

10 Proposed Dividend

Under Indian GAAP, proposed dividends are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognised as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting);In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability recorded for this dividend as on the date of transition as well as tax relating to it has been derecognised amounting to Rs. nil as at March 31,2017 ( Rs. 3,94,33,577/- as at April 1,201 6).

11 Employee Benefits

Both under Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit and loss. Under Ind AS, remeasurements of defined benefits plans are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Therefore acturial gain on gratuity classified from statement of profit and loss to other Comprehensive income by Rs. 1 7,60,579/- in 201 6-201 7.

12 Bills of Exchanges Discounted with Recourse Terms

The Company had certain debtors which it discounts with the bank. The discounting of such debtors is done with recourse option. As per Ind AS, the risks and rewards have not been completely transferred to the bank as a result of the discounting. Hence, the Company has recognised the debtor as well as a secured loan in the financial statements in this regards.

13 Retained Earnings

Retained earnings as at April 1, 2016 has been adjusted consequent to Ind AS adjustments.

14 Government Grant

Under Indian GAAP, government grant that was related to warehousing construction were reduced from fixed Assets. Under Ind AS, government grant relating to the property plant and equipment should be presented in the balance sheet by setting up the grant as deferred income and credited to profit and loss account on a systematic basis over the expected life of the related Assets and presented within other income.

Accordingly, Property, Plant and Equipment (fixed assets as per Indian GAAP) has increased by Rs. 43,79,676/- as at March 31, 2017 (as at April 1, 2016 nil), depreciation for the year ended March 31, 2017 has increased by Rs. 1,54,932/-, (previous year nil) also other non current liabilities increased by Rs. 5,24,07,337/- as at March 31, 2017 (as at April 1, 2016 Rs. 5,01,87,715/-) on account of unamortised government grant which is credited to profit and loss account on a systematic basis.

---

Mar 31, 2016

1. The company had allotted 6% Non Convertible, Cumulative, Redeemable Preference Shares of Rs.100/- each as under:

17,33,345 shares were allotted on March 31, 2006 37,27,268 shares were allotted on October 9, 2006 The aforesaid preference shares are redeemable as under :

Rs.33/- to be redeemed after 12 years from date of allotment Rs.33/- to be redeemed after 13 years from date of allotment Rs.34/- to be redeemed after 14 years from date of allotment

The company at its sole discretion has an option to prematurely redeem the preference shares in full or in part after completion of three years from the date of allotment.

2. For the period of five years immediately preceding the date at which the balance sheet is prepared, i.e. 31.03.2016, the company has not :

(i) allotted any shares pursuant to contract(s) without payment being received in cash.

(ii) allotted any shares as fully paid up by way of bonus shares.

(iii) bought back any shares / class of shares.

3. Term Loan from State Bank of India

4. Term loan from State Bank of India is secured by (a) exclusive first charge on the fixed assets of the company by way of mortgage created at various locations under the rural warehouses and agri marketing infrastructure facility project of the company (b) personal guarantee of a promoter/director of the company.

5. The term loan outstanding from State Bank of India of Rs.13,21,58,928 against which a credit of subsidy received and lying with bank of Rs.13,21,58,928 has been deducted. The loan account is yet not squared up as per terms of sanction pending NABARD approval.

6. Rate of interest on outstanding term loan as at the year end is nil. (Previous year 13.30 p.a.) on the interest bearing portion of loan.

7. (i) Term Loan from HDFC Bank Ltd.

Term loan of Rs.59,70,000/- from HDFC Bank, Outstanding Rs.30,17,008/- (Previous Year Rs.41,62,995/-) is secured by charge on specific vehicles financed by the bank. The loan is repayable in 60 equated monthly installment of Rs.1,24,700/- (including interest) commencing from July 2013 last installment being due in September 2018. Rate of interest as at the year end is 9.61% p.a.

8. Term Loan from HDFC Bank Ltd.

Term Loan of Rs.1,62,42,847/- from HDFC Bank, Outstanding Rs.1,09,71,846/- (Previous year Rs.1,38,50,298/-) is secured by charge on specific vehicles financed by the bank. The loans are repayable in 60 equated monthly installment of Rs.3,47,114/- (including interest) commencing from April 2014, last installment being due in March 2019. Rate of interest as at the year end is 10.25 % p.a.

9. Term Loan from State Bank of India

10. Term loan of Rs.26,00,00,000/- from State Bank of India outstanding Rs.24,69,73,152 (Previous Year Rs. Nil) is secured by exclusive first charge on future receivables from sale of wind power, hypothecation charge on 18 wind turbine generators (WTG''s) located at location No. P-161 to P-167, P-170 to P-178 Village Palsodi, and P-117, P-119 Village Gopalpura Dist. Ratlam (M.P) 17 WTG''s and location No. N-22, Village Palnagar Dist. Dewas, (M.P) 1 WTG''s.

11. The loan is secured by personal guarantee of director/promoter of the company.

12. The loan is repayable in 139 scattered monthly installments starting from September 2015 with the last installment due in March 2026.

13. The rate of interest as at the year end is 12.10% p.a. (Previous year nil)

14. Secured long term borrowings aggregating to Rs.24,69,73,1 52/- (Previous Year Rs.21,02,74,172/-) including interest accrued but not due of Rs. Nil (Previous Year Rs.8,14,145/-) are secured by personal guarantee of Director/promoter of the company.

Note:

15 Export packing credit / working capital demand loans from bank are secured by exclusive charge by way of pledge over all present and future specific current assets including book debts, stock, and other receivables.

16. Working capital loan from others are secured by exclusive charge by way of pledge of commodities as acceptable to the lender.

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:

17. Trade payables includes Nil/- (Previous Year Nil/-) amount due to Micro and Small Enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED).

18. The details of amount outstanding to micro and small enterprises are as under :

19. In the previous year adjustment in retained earning represents depreciation adjusted as per provision of New Companies Act, 2013 (Refer Note 32) ii) Depreciation for the previous year represents depreciation related to :

---

Mar 31, 2015

1. Trade payables include bills payable for purchase of goods Rs. 501,22,17,148/- (Previous Year Rs. 423,32,87,529/-).

2. a. In line with the notification dated 31st March 2009, and subsequently issued on 29th December 2011 by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" ("FCMITDA") and the same is amortized over the balance period of long term borrowings. During the year the Company has transferred a Foreign Currency Loan as a part of slump sale of Refining Operations (Refer Note 38), accordingly the entire amount of accumulation in the FCMITDA of Rs.6,81,01,924/-(Previous year Rs. 5,97,71,472/-) has been charged to Statement of Profit and Loss as Finance Cost under Net Loss on Foreign Currency transactions and translation relating to Borrowing (Note No 27) and the unamortized amount of Nil (Previous year Rs. 6,07,42,665) has been shown under Reserves & Surplus (Note No 2).

3. In the opinion of Board of Directors, non-current and current assets, Loans and Advances have value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the Balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

4. Pursuant to the Companies Act 2013 ('the Act') being effective from April 1, 2014 the Company has revised the useful life of fixed assets for providing depreciation on it. Accordingly, carrying amount as on April 1, 2014 has been depreciated over the remaining revised useful life of the assets. Due to this change the depreciation for the year ended 31st March 2015 is lower by Rs. 46,30,651/- and Profit before tax is higher to that extent. In accordance with transitional provisions in respect of assets whose useful life is already exhausted as on April 1,2014, depreciation of Rs. 3,17,60,211 (Net of deferred tax expenses of Rs.1,56,87,704/-) has been recognized in the opening balance of retained earnings in accordance with requirements of the Note 7(b) of schedule II of the Act

5. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed by NABARD directly to the financing bank, which is kept in separate account by the bank and interest charged by bank on term loan amount equivalent to subsidy received is refunded/ credited to the company. While payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the balance in subsidy account will be adjusted with the term loan.

c. As per the accounting policy adopted consistently, the Company has credited the subsidy of Rs. 45,00,000/- (Previous Year Nil) to related asset account on receipt of sanction from competent authority. Depreciation provided on related assets in earlier years is reversed to statement of profit and loss if subsidy capitalized in earlier year is sanctioned during the year. During the year depreciation of Rs. 5,45,171/- (Previous Year Nil) has been written back and shown in other income.

d. The amount of subsidy of Rs. 12,76,89,019/- (previous year Rs.12,31,89,637/- shown in Other Non-Current Assets in Note No. 14) directly received by the Bank and kept under lien for term loan is shown in cash and bank balances in Note No. 18.

6. a. During the year the Company had transferred its oil refining unit at Kakinada on a slump sale basis for a lump sum consideration of Rs. 49, 77, 60,648/- to Ruchi Soya Industries Ltd as a going concern w.e.f. 1st September 2014. Oil refining unit sold is considered as discontinued operation from that date. Accordingly the following assets and liabilities have been transferred:

7. Disclosure as per AS-15 – EMPLOYEE BENEFITS

A) GRATUITY

i) The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

B. LEAVE ENCASHMENT

The liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance Sheet date. Actuarial gains and losses are recognized in full in Statement of Profit and Loss for the year in which they occur.

Liability on account of Leave Encashment as at the year end Rs.38,06,739/- (Previous Year Rs. 38,39,575/-)

8. Miscellaneous Expenses in Note 28 includes Rs.65,888/- (Previous Year Rs.71,72,224/-) bad debts written off.

9. (a) Leases -Where company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct costs are recognized immediately in the statement of Profit and Loss.

The aggregate amount of Operating lease income recognized in the Statement of Profit and Loss is Rs. 23,94,32,648/- (Previous Year Rs. 27,92,75,611/-)

(b) Leases - Where company is Lessee

The Company has taken office premises and warehouses under operating lease agreements. These are renewable on periodic basis at the option of both lessor and lessee.

The company has not recognized any contingent rent as expense in the statement of profit and loss.

The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs. 3,98,16,899/- (excluding Rs. 1,13,31,101/- on account of discontinued operations) (Previous Year Rs. 1,21,77,776/- excluding Rs. 1,49,70,635/- on account of discontinued operations)

10. Related Party Disclosure

List of Related Parties and Relationships :

a) Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary) ( Upto 18/02/2015 )

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Pvt. Ltd. (Subsidiary)

Ruchi Renewable Energy Pvt Ltd (From 19/01/2015)

Narang and Ruchi Developers (Partnership Firm)

b) Key Management Personnel & their relative:

Mr. Dinesh Shahra, Managing Director w.e.f. 14.08.2014

Mr. Ashish Mehta, Company Secretary

Mr. N.K. Maheshwari , Chief Financial Officer w.e.f. 14.08.2014

Mr. Kailash Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Mrs. Amrita Shahra Sachdev, Daughter of Managing Director

Mrs. Vidhya Devi Khandelwal, Sister of Managing Director

Suresh Shahra (HUF)

Dinesh Shahra (HUF)

c) Entities where Key Management Personnel & their relatives of Key Management Personnel have significant influence and there are transactions during the year

Mahadeo Shahra Sukrut Trust

Ruchi Bio-fuels Private Limited

Ruchi Soya Industries Limited

Disha Foundation (Formerly Shiva Foundation)

Note: Related party relationship are identified by the Company and is relied upon by the auditors

11. During the year Ruchi Resources Pte Ltd, Singapore a subsidiary of the Company, was liquidated. Investment amounting to Rs. 2,24,100/- has been written off.

12. During the year the Company has enhanced its shareholding in Mangalore Liquid Impex Pvt Ltd, a subsidiary company from 51% to 98%.

13. Previous year figures have been re grouped or rearranged where ever considered necessary to make them comparable with current year's figures.

---

Mar 31, 2014

1.1 Terms / Rights attached to Equity Shares :

The company has one class of equity shares having a par value of Re. 1/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

1.2 Terms / Rights attached to Preference Shares :

Preference Shares are Non Convertible, Cumulative, Redeemable and have a Par Value of Rs. 100/- per share. Each Preference Shareholder is eligible for one vote per share only on resolutions affecting their rights and interest. Shareholders are entitled to dividend at the rate of 6 % p.a.which is cumulative. In the event of liquidation of the Company before redemption, the holders of Preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

1.3 The Company had allotted 6% Non Convertible, Cumulative, Redeemable Preference Shares of Rs. 100/- each as under : 17,33,345 Shares were allotted on March 31, 2006 37,27,268 Shares were allotted on October 9, 2006 The aforesaid Preference Shares are redeemable as under :

Rs. 33/- to be redeemed after 12 years from date of allottment Rs. 33/- to be redeemed after 13 years from date of allottment Rs. 34/- to be redeemed after 14 years from date of allottment

The Company at its sole discretion has an option to prematurely redeem the preference shares in full or in part after completion of three years from the date of allottment.

1.4 For the period of five years immediately preceeding the date at which the Balance Sheet is prepared, i.e. 31.03.2014, the company has not:

(i) allotted any shares pursuant to Contract(s) without payment being received in Cash, (ii) allotted any shares as fully paid up by way of bonus shares, (iii) bought back any shares / class of shares.

a) Term Loan from State Bank of India

i) Term Loan from State Bank of India is secured by (a ) exclusive first charge on the fixed assets of the Company created at various locations under the Rural Warehouses and Agri Marketing Infrastructure Facility project of the Company

(b) personal guarantee of a Director of the Company. ii) Rate of interest on Term Loan for aquisition of assets is 13.30% p.a. (Previous year 13 %) as at the year end and 16.95% p.a (Previous year 16.65%.) on the interest bearing portion of Loan against subsidy receivable from NABARD. (Refer Note No. 35) iii) Term Loan of Rs. 6,783.02 lacs, outstanding Rs. 1,687.70 lacs (Previous year Rs. 2,453.46 lacs) from State Bank of India is repayable in 26 scattered instalments starting from quarter ending June 2009 and last installment of Rs. 1,823.92 lacs (Including subsidy received/receivable to be adjusted. Refer Note No. 35) is payable in September, 2015.

c. Term Loan of Rs. 59,70,000/- from HDFC Bank outstanding Rs. 52,04,392/- secured by charge on specific assets financed by bank. The loan is repayable in 60 Equated Monthly installment of Rs.. 1,24,700/- each (including interest) commencing from July, 2013 and last installment being due on June, 2018.

2. Trade payables include bills payable for purchase of goods Rs. 423,32,87,529/- (Previous Year Rs. 296,24,30,534/-).

3. a. In line with the notification dated 31st March 2009, and subsequently issued on 29th December 2011 by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification.

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/ deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" and the same is amortised over the balance period of long term borrowings. Accordingly, an amount of Rs. 5,97,71,472/- (Previous Year Rs. 2,21,27,402/-) has been charged to Statement of Profit and Loss as Finance Cost included in Net Loss on Foreign Currency transactions and translation relating to Borrowing (Note No 26) and the unamortized amount of Rs. 6,07,42,665/- (Previous Year Rs. 5,80,52,464) has been shown under Reserves & Surplus.

4. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Govt of India .

b. The eligible amount of subsidy is disbursed by NABARD directly to the financing bank, which is kept in separate account by the bank and interest charged by bank on term loan amount equivalent to subsidy received is refunded/ credited to the company. While payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the balance in subsidy account will be adjusted with credited in the term loan.

c. The amount of subsidy of Rs. 12,31,89,637/- (previous year Rs. 12,31,90,187/-) directly received by the Bank and kept under lien for term loan is shown in Other Non Current Assets in Note No. 13.

5. Disclosure on Financial and Derivative Instruments:

The Company uses foreign currency forward exchange contracts to hedge its exposures in foreign currency related to firm commitment and highly probable forecasted transactions.

6. Disclosure as per AS-15 – EMPLOYEE BENEFITS

A) GRATUITY

i) The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

7. Miscellaneous Expenses in Note 27 includes Rs. 71,72,224/- (Previous Year Rs. 2,48,73,570/-) bad debts written off.

44. (a) Leases -Where Company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term . Costs , including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct costs are recognized immediately in the statement of Profit and Loss. The Company has not given any premises under non cancellable operating lease.

(b) Leases - Where Company is Lessee

The Company has taken office premises and warehouses under operating lease agreements. These are renewable on periodic basis at the option of both lessor and lessee. There is no escalation clause in the lease agreement. There is no sub leases. There are no restriction imposed by the lease agreements. The company has not recognized any contingent rent as expense in the statement of profit and loss.

7. RELATED PARTY DISCLOSURE List of Related Party Relationships :

a. Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary) Ruchi Resources Pte. Limited (Subsidiary) Mangalore Liquid Impex Private Limited (Subsidiary) Union Infrastructure Solutions Private Limited (Subsidiary) Narang and Ruchi Developers (Associate)

b. Key Management Personnel & their relatives where there are transactions during the year Mr. Dinesh Shahra, Director

Mr. Kailash Shahra, Brother of Director

Mr. Santosh Shahra, Brother of Director

Mr. Sarvesh Shahra, Son of Director

Mrs. Vidhya Devi Khandelwal, Sister of Director

Mr. E. Srinivasulu (upto 12.01.2014)

c. Entities where Key Management Personnel & their relatives have significant influence and there are transactions during the year :

Nirvana Housing Pvt. Ltd. Ruchi Soya Industries Limited Ruchi Biofuels Private Limited Mahadeo Shahra Sukrut Trust Disha Foundation (Trust) Suresh Shahra (HUF)

Note: Related Party relationship are identified by the Company and is relied upon by the auditors.

8. The Ministry of Corporate affairs , Government of india Vide General Circular No 2 and 3 dated 8th February 2011 and 21st February 2011 respectively, granted a general exemption from Compliance with Section 212 of the Companies Act, 1956,subject to fulfillment of conditions stipulated in the circular. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

9. The financial statements have been prepared in line with the requirements of Revised Schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on 31st March 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 month period as operating cycle.

10. Previous years figures have been re grouped or rearranged where ever considered necessary to make them comparable with current year''s figures.

11. General Company Information Significant Accounting policies and practices adopted by the Company are disclosed as under :- 1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Ltd is a Public Limited Company incorporated on 28th August 1984 as Columbia Leasing and Finance Ltd . The Name of the Company was changed to Ruchi Infrastructure and Finance Ltd on 2nd September 1994 and to Ruchi Infrastructure Ltd on 14th June, 1995 . The Company is engaged in the business of infrastructure, development and operation of Storage Tanks, Warehouses and Jetty. The Company also operates a Edible Oil Refinery. The Company is also engaged in Trading in various products, goods and generation of power from wind energy. The Registered Office of the company is situated at 615, Tulsiani Chambers, Nariman Point, Mumbai-400021. The Company''s shares are listed on the BSE Limited and the National Stock Exchange of India Limited.

---

Mar 31, 2013

(Figures in Rs.)

2012-2013 2011-2012

1. Contingent Liabilities and commitments (to the extent not provided for)

a. Contingent liabilities :

i) Guarantees issued by Bank 35,79,21,640 33,10,27,740

ii) Income Tax/ Sales Tax/Customs Duty/ Excise Duty demands disputed in appeals. 19,24,82,757 17,86,90,638

b. Commitments :

Estimated amount of contracts remaining to be 39,51,597 37,50,000 executed on capital commitment (Net of Advances)

2. Trade payables include bills payable for purchase of goods Rs. 296,24,30,534/- (Previous Year Rs. 289,88,52,190/-).

3. a. In line with the notification dated March 31, 2009, and subsequently issued on December 29, 2011 by the Ministry of

Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification.

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/ deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" and the same is amortised over the balance period of long term borrowings. Accordingly, an amount of Rs. 2,21,27,402/- (Previous Year Rs. 10,33,175/-) has been charged to Statement of Profit and Loss under Loss on Foreign Currency transactions and translation relating to Borrowing and the unamortised amount of Rs. 5,80,52,464/- (Previous Year Rs. 2,99,62,075) has been shown under Other Non Current Assets Rs. 4,29,08,343 (Previous Year Rs. 2,37,63,025/-) and Under Other Current Assets Rs. 1,51,44,121/- (Previous Year Rs. 61,99,050/-)

4. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

a. Trade Payables includes Nil (Previous Year Nil) amount due to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME).

b. The details of amount outstanding to Micro, Small and Medium Enterprises are as under :

c. The information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

5. In the opinion of Board of Directors, current assets, loans and advances have value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

6. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which the company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed through NABARD directly to the financing bank, which is kept in separate account by the bank and is disbursed to the company as interest free loan. On payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the subsidy will be adjusted with the term loan from bank.

c. As per the accounting policy adopted consistently, Company has credited the subsidy of Rs. 8,80,59,000/- (Previous Year Rs. 22,50,000/-) to related assets account on receipt of sanction from the competent Authority. Depreciation provided in earlier years is reversed to statement of profit and loss if, subsidy capitalised in earlier years is sanctioned during the year. During the year depreciation of Rs. 1,67,31,210/- (Previous Year Rs. 4,42,353/-) has been written back and shown in other income.

d. The amount of final subsidy of Rs. 12,31,90,187/- (Previous Year Rs. 3,51,33,100/-) directly received by the Bank and kept under lien for term loan is shown in other Bank Balance Note No 17.

7. Disclosure as per AS-15 – EMPLOYEE BENEFITS A) GRATUITY

The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

B. LEAVE ENCASHMENT

The liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance Sheet date. Actuarial gains and losses are recognized in full in Statement of Profit and Loss for the year in which they occur.

Liability on account of Leave Encashment as at the year end Rs. 52,56,287/- (Previous Year Rs. 27,09,470) 39. Miscellaneous Expenses in Note 27 includes Rs. 2,48,73,570/- (Previous Year Rs. Nil/-) bad debts written off.

8. a. Leases - Where company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognised as an expense in the Statement of Profit and Loss. Initial direct costs are recognised immediately in the statement of Profit and Loss. The Company has not given any premises under non-cancellable operating lease. (a) The total future lease rental receivable as at the balance sheet date is as under :

(b) The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs. 1,45,60,940/- (Previous Year Rs. 1,01,38,576/-)

9. RELATED PARTY DISCLOSURE List of Related Party Relationships :

a. Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary)

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Private Limited (Subisidiary)

Ruchi Greeen Energy Pvt Ltd (Subsidiary) (upto 15/03/2013)

Narang and Ruchi Developers (Associate)

Shubdeep Habitants LLP (Associate) (upto 17/12/2012)

b. Key Management Personnel & their relative : Mr. Dinesh Shahra, Director

Mr. Dinesh Khandelwal, Director Mr. Kailash Shahra, Brother of Director Mr. Suresh Shahra, Brother of Director Mr. Santosh Shahra, Brother of Director Mrs. Abha Devi Shahra, Wife of Director

Mr. Sarvesh Shahra, Son of Director Ms. Amrita Shahra, Daughter of Director Mr. Ankesh Shahra, Son of Director Ms. Amisha Shahra, Daughter of Director Mrs. Geeta Devi Koolwal, Sister of Director Mrs. Vashu Devi Jhalani, Sister of Director Mrs. Vidhya Devi Khandelwal, Wife of Director Mr. E. Srinivasulu, Manager

c) Entities where Key Management Personnel & their relatives of Key Management Personnel have significant influence : Great Eastern Infrastructure Corporation Private Limited Ruchi Corporation Limited Ruchi Biofuels Private Limited Ruchi Marktrade Private Limited Ruchi Multitrade Private Limited Indivar Wellness Private Limited Ruchi Realty Private Limited Nirvana Housing Private Limited Bright Star Housing Private Limited High Tech Realty Private Limited Spectra Realty Private Limited Mahakosh Holdings Private Limited Mahakosh Amusement Private Limited Deepti Housing Private Limited Deepti Properties Private Limited Neha Resorts & Hotels Private Limited Ankesh Resorts & Hotels Private Limited Shahra Estate Private Limited Neha Securities Private Limited Vishal Warehousing Private Limited Shahra Brothers Private Limited I Farm Venture Advisors Private Limited I Farm Equity Advisors Private Limited Saharsh Brokers Private Limited Delite Ventures Private Limited Avid Constructions Private Limited Sanchit Buildtech Private Limited Sakushal Buildtech Private Limited Shalin Infratech Private Limited Archer Construction and Builders Private Limited Navodit Infracon Private Limited Suramya Infratech Private Limited

Saharsha Infra Construction and Developers Private Limited Navaagat Infratech Private Limited Sadashay Constructions Private Limited Nibodh Infradevelopers Private Limited Aseem Infracon Private Limited Arav Construction and Developers Private Limited Aaradhya Buildtech Private Limited Aparaa Biuldtech Private Limited Alison Builders and Construction Private Limited Nischit Intratech Private Limited Mahaodeo Shahra and Sons Mahadeo Shahra Sukrut Trust Shiva Foundation (Trust) RSIL Benificiary Trust Ruchi Soya Industries Limited Note : Related Party relationship is identified by the Company and is relied upon by the auditors.

10. During the year, the Income Tax Department carried out search and seizure action u/s 132(i) of the Income Tax Act, 1961 on the Company, its promotors and some of its associated companies. The Department is in the process of scrutinising the various documents collected during the course of the operation. Pending these proceedings, the Company has not made any provision in the books for additional liability for tax as the same is not ascertainable at present.

11. The Ministry of Corporate affairs, Government of india Vide General Circular No 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from Compliance with Section 212 of the Companies Act, 1956,subject to fulfillment of conditions stipulated in the circular. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

12. The financial statements have been prepared in line with the requirements of Revised schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on March 31, 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 months period as operating cycle.

13. Previous years figures have been re-grouped or re-arranged whereever considered necessary to make them comparable with current year''s figures.

14. General Company Information and Statement of Significant Accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements as Annexure "A".

1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Ltd is a Public Limited Company incorporated on August 28, 1984 as Columbia Leasing and Finance Ltd. The Name of the Company was changed to Ruchi Infrastructure and Finance Ltd on September 2, 1994 and to Ruchi Infrastructure Ltd on June 14, 1995. The Company is engaged in the business of infrastructure, development and operation of Storage Tanks, Warehouses and Jetty. The Company also operates an Edible Oil Refinery. The Company is also engaged in Trading in various products, goods and generation of power from wind energy. The Registered Office of the company is situated at 615, Tulsiani Chambers, Nariman Point, Mumbai-400021. The Company''s shares are listed on the BSE Ltd. and the National Stock Exchange of India Limited.

---

Mar 31, 2012

1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Limited is a Public Limited Company incorporated on August 28, 1984 as Columbia Leasing and Finance Limited. The Name of the Company was changed to Ruchi Infrastructure and Finance Limited on September 2, 1994 and to Ruchi Infrastructure Limited on June 14, 1995. The Company is engaged in the business of infrastructure, development and operation of Storage Tanks, Warehouses and Jetty. The Company also operates an Edible Oil Refinery. The Company is also engaged in trading in various products, goods and generation of power from wind energy. The Registered Office of the company is situated at 615, Tulsiani Chambers, Nariman Point, Mumbai - 400 021. The Company's shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

1.1 The company has one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

1.2 The preference shares have a par value of Rs.100/- per share. Each preference shareholder is eligible for one vote per share only on resolutions affecting their interest. The Shareholders are entitled to dividend at the rate fixed at the time of the issue of such preference shares, which is cumulative. The preference shares are redeemable and the shareholders have a preferential right of repayment of capital over the equity shareholders in case of winding up.

1.3 The details of shareholders' holding more than 5% of Equity Shares in the Company:

1.4 Aggregate number of Equity Shares allotted as fully paid up on conversion of Foreign Currency Convertible Bonds during the period of five years immediately preceeding the current year - 22,57,142 equity shares.

1.6 The Company had allotted 6% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each as under: 17,33,345 Shares were allotted on March 31, 2006 37,27,268 Shares were allotted on October 9, 2006 The aforesaid Preference Shares are redeemable as under:

Rs. 34/- to be redeemed after 14 years from date of allottment Rs. 33/- to be redeemed after 13 years from date of allottment Rs. 33/- to be redeemed after 12 years from date of allottment The Company at its sole discretion has an option to prematurely redeem the Preference Shares in full or in part after completion of three years from the date of allottment.

Note:

a) Foreign Currency Term Loan from Axis Bank Ltd.

The loan is secured by pari passu first charge on the fixed assets of the refinery at Kakinada, Andhra Pradesh. The loan is repayable in two installments of USD 4 mn each starting from quarter ending December 2010. Last installment is due in quarter ending March, 2012. Rate of interest as at year end is Nil (Precious year 2.46% p.a.).

b) Term Loan from State Bank of India

Term Loan from State Bank of India is secured by (a) exclusive first charge on the fixed assets of the Company created at various locations under the Rural Warehouses and Agri Marketing Infrastructure Facility project of the Company (b) personal guarantee of a Director of the Company.

The Term loan is repayable in 27 scattered quarterly instalments starting from quarter ending June 2009 and last instalment of Rs. 1,849 lacs is payable in December 2015. Rate of interest is 13.62% p.a. as at the year end (Previous Year 11.43% p.a.).

c) Foreign Currency Term Loan from Standard Chartered Bank PLC

Foreign Currency Term Loan from Standard Chartered Bank PLC (SCB) is to be secured by First Charge by way of hypothecation/mortgage charge on movable and immovable fixed assets at specified locations. Pari passu first charge on agri warehouses, if provided as security and first charge on escrow account opened with SCB where lease payments received will be deposited.

The Term loan is repayable in 18 scattered quarterly instalments starting from quarter ending November 2012 and last instalment in February 2017. Rate of interest as at year end is 3.95% p.a. (Previous Year Nil).

Note:

a. Aggregate amount of current investments is Rs. 147,77,283/-.

b. Current investments are valued at lower of cost or at market/fair value.

1. Contingent Liabilities and commitments 2011-2012 2010-2011 ( to the extent not provided for)

A. Contingent liabilities :

i) Guarantees issued by Bank 33,10,27,740 30,13,35,140

ii) Income Tax/Sales Tax/Customs Duty/

Excise Duty demands disputed in appeals. 17,86,90,638 18,28,31,307

B. Commitments :

i) Estimated amount of contracts remaining to be — 11,14,127 executed on capital commitment (Net of Advance)

2. Trade payables include bills payable for purchase of goods Rs.241,08,15,662/- (Previous Year Rs.291,04,49,897/-).

3. a. The Company had issued Zero Coupon Foreign Currency Convertible Bonds (FCCBs) on February 5, 2007.

The FCCBs had a maturity of five years and 1 day from the date of issue.

b. The Holders of the FCCBs had a right to convert the FCCBs into Equity Shares of the Company of Rs.1/- each at a conversion price of Rs.39.20 per share. During the previous year the company issued 15,80,000 equity shares of Rs.1/- each to FCCB holders upon exercise of conversion option, as per terms of issue.

c. The Premium on redemption attributable to the FCCBs converted during the previous year and provided in the books of account in the earlier year amounting to Rs.Nil [Previous Year Rs. 1,16,14,896/- (net of taxes)] has been reversed and credited to the Profit and Loss Account as an Extraordinary Income.

d. Premium on FCCB (Refer Note 27) includes withholding taxes of Rs.6,03,92,063/- (Previous Year Rs. Nil).

e. The Company has redeemed the outstanding FCCBs on due date during the year as per the terms of issue of FCCBs.

4. a. In line with the notification dated March 31, 2009, and subsequently issued on December 29, 2011 by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification.

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. Arising from the above the Company has capitalized an amount of Rs.13,27,76,896/- (Previous Year deducted an amount of Rs.65,11,434/- from fixed asset) in fixed assets being the exchange differences on long term monetary items relatable to the acquisition of fixed assets.

d. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in Foreign Currency Monetary Item Translation Difference Account and the same is amortised over the period of the loan. Accordingly, an amount of Rs.10,33,175/- (Previous Year Rs. Nil) has been charged to Statement of Profit and Loss under Loss on Foreign Currency transactions and translation relating to Borrowing and the balance amount of Rs.2,99,62,075/- (Previous Year Rs. Nil) has been included in Other Non Current Assets as Foreign Currency Monetary Item Translation Difference Account.

5. The Company has not received any information from "Suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with Interest paid / payable under this Act have not been given.

6. In the opinion of Board of Directors, current assets, Loans and Advances have value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the Balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

7. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Govt. of India.

b. The eligible amount of subsidy is disbursed through NABARD directly to the financing bank, which is kept in separate account by the bank and is disbursed to the company as interest free loan. On payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the subsidy will be adjusted with the term loan from bank.

c. However, as per the accounting policy adopted consistently, Company has credited the subsidy to related assets account on receipt of sanction from the competent Authority. Depreciation provided in earlier years is reversed to profit and loss account if subsidy related to assets capitalized in earlier years is sanctioned during the year. During the year depreciation of Rs.4,42,353/- (Previous Year Rs.22,48,749/-) has been written back and shown in other income.

d. The amount of final subsidy of Rs.3,51,33,100/- (Previous Year Rs.3,28,83,100/-) directly received by the Bank and kept under lien for term loan is shown in Other Bank Balance in Note No. 17.

8. Disclosure on Financial and Derivative Instruments:

The Company uses foreign currency forward exchange contracts to hedge its exposures in foreign currency related to firm commitment and highly probable forecasted transactions.

9. Disclosure as per AS-15 - EMPLOYEE BENEFITS

A) GRATUITY

The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in Profit and Loss Account.

B. LEAVE ENCASHMENT

The liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance Sheet date. Actuarial gains and losses are recognized in full in Profit and Loss Account for the year in which they occur. Liability on account of Leave Encashment as at the year end Rs.27,09,470/- (Previous Year Rs.20,33,616/-).

NOTE - 10: RELATED PARTY DISCLOSURE List of Related Parties and Relationships :

a) Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Green Energy Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary)

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Pvt. Ltd. (Subsidiary)

Narang and Ruchi Developers (Associate)

Shubhdeep Habitants LLP (Associate)

b) Key Management Personnel (KMP) & their relative :

Mr. Dinesh Shahra, Director

Mr. Kailash Shahra, Brother of Director Mr. Suresh Shahra, Brother of Director Mr. Santosh Shahra, Brother of Director Mrs. Abha Devi Shahra, Wife of Director Mr. Sarvesh Shahra, Son of Director Ms. Amrita Shahra, Daughter of Director Mr. Ankesh Shahra, Son of Director Ms. Amisha Shahra, Daughter of Director

c) Entities where Key Management Personnel (KMP) & their relatives have significant influence : Aaradhya Buildtech Private Limited

Alison Builders & Construction Private Limited Ankesh Resorts & Hotels Private Limited Aparaa Biuldtech Private Limited Arav Construction & Developers Private Limited Archer Construction & Builders Private Limited Aseem Infracon Private Limited Avid Constructions Private Limited

Bright Star Buildtech Private Limited Bright Star Housing Private Limited Deepti Housing Private Limited Deepti Properties Private Limited Delite Ventures Private Limited

Great Eastern Infrastructure Corporation Private Limited

Hightech Realties Private Limited

I Farm Equity Advisors Private Limited

Indivar Wellness Private Limited

Mahadeo Shahra Sukrut Trust

Mahakosh Amusement Private Limited

Mahaodeo Shahra & Sons

Mahaodeo Shahra & Sons Private Limited

Navaagat Infratech Private Limited

Navodit Infracon Private Limited

Neha Resorts & Hotels Private Limited

Neha Securities Private Limited

Nibodh Infradevelopers Private Limited

Nirvana Housing Private Limited

Nischit Intratech Private Limited

RSIL Benificiary Trust

Ruchi Marketrade Private Limited

Ruchi Bio-fuels Private Limited

Ruchi Corporation Limited

Ruchi Multitrade Private Limited

Ruchi Realty Private Limited

Ruchi Soya Industries Limited

Sadashay Construction Private Limited

Saharsh Brokers Private Limited

Sakushal Buildtech Private Limited

Sanchit Buildtech Private Limited

Shahra Brothers Private Limited

Shahra Estate Private Limited

Shahra Sons Private Limited

Shalin Infratech Private Limited

Sharsha Infracon construction and Developers Private Limited Shiva Foundation (Trust)

Soyumm Marketing Private Limited Spectra Realties Private Limited Suramya Infratech Private Limited Vishal Warehousing Private Limited

Note: Related Party relationship is identified by the Company and is relied upon by the auditors.

11. Miscellaneous Expenses in Note 27 includes Rs.Nil (Previous Year Rs.56,95,943/-) bad debts written off.

C) i) None of the parties to whom loans were given have made investment in the shares of the Company.

ii) The above Advances fall under the category of loans and advances, which are repayable on demand and are interest-free.

12. (a) Leases -Where Company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct costs are recognized immediately in the statement of Profit and Loss. The Company has not given any premises under non cancellable operating lease.

The aggregate amount of Operating lease income recognized in the Statement of Profit and Loss is Rs.20,28,85,379/- (Previous Year Rs.19,88,24,387/-).

(b) Leases - Where Company is Lessee

The Company has taken various premises under operating leases with no restrictions and are renewable / cancelable at the option of either parties. There are no sub leases. There are no restrictions imposed by lease arrangements. The company has not recognized any contingent rent as expense in the statement of profit and loss.

The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs.1,01,38,576/- (Previous Year Rs.86,19,456/-).

13. The Ministry of Corporate affairs, Government of india Vide General Circular No 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from Compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

14. The financial statements have been prepared in line with the requirements of Revised Schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on March 31, 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 month period as operating cycle. Consequently, the company has re-classified previous year figures to confirm to this year's classification.

15. General Company Information Significant Accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements as Annexure "A".

---

Mar 31, 2011

1. Contingent Liabilities not Provided for 2010-11 2009-10

a. Guarantees issued by Bank 30,13,35,140 17,18,00,686

b. Corporate Guarantee given on behalf of Subsidiary Nil 24,87,23,070

c. Estimated amount of contracts remaining to be executed on capital 11,14,127 Nil commitment (Net of Advance)

d. Liability on account of Customs duty if export commitments given for import of machinery at concessional rate of duty are not met Nil 2,15,60,301

e. Income Tax/Sales Tax/Customs Duty/ Excise Duty demands disputed 18,28,31,307 10,50,81,787 in appeals

2. In the opinion of Board of Directors, current assets, Loans and Advances have value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

3. The Company has availed Buyers Credit from Banks during the year. The outstanding amount as on March 31 2011 is Rs.111,95,47,939/- (Previous Year Rs.134,53,40,122/-) included under Short Term Advance from Bank (Schedule-4) is guaranteed by Banks against Fixed Deposits amounting to Rs.117,82,85,667/- (Previous Year Rs.137,16,00,000/-) included in Deposit Account under Cash & Bank Balances (Schedule-7).

4. Foreign Currency Convertible Bonds

a. The Company has issued Zero Coupon Foreign Currency Convertible Bonds (FCCBs) amounting to US $ 40 Million on February 5, 2007. The FCCBs have a maturity of five years and 1 day from the date of issue.

b. The Holders of the FCCBs have a right to convert the FCCBs into Equity Shares of the Company of Re.1/- each at a conversion price of Rs.39.20 per share. The conversion price is subject to adjustment/reset under certain circumstances as per the Terms and Conditions of the FCCBs.

c. Unless previously converted, redeemed or purchased and cancelled, the FCCBs will be redeemed on the maturity date at 144.50 percent of their principal amount.

d. The proceeds of the FCCB issue (net of expenses) have been used for the approved purposes. There is no unutilised amount of FCCB funds as on March 31, 2011 (Previous year Rs.2,04,188/-).

e. Unsecured Loans includes Rs.18,14,17,529/- being premium payable on redemption of FCCBs (Previous Year Rs.15,58,47,311/-).

f. During the year the Company issued 15,80,000 equity shares of Re.1/- each (Previous year 6,77,142) to FCCB holders upon exercise of conversion option.

g. The Premium on redemption attributable to the FCCBs converted during the year and provided in the books of account in the earlier year amounting to Rs.1,16,14,896/-(net of taxes) (Previous year Rs.9,75,25,570/- net of taxes towards buy back and conversion) has been reversed and credited to the Profit and Loss Account as Extraordinary Income.

5. In line with the notification dated March 31, 2009 issued by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 inserted in the standard by the notification.

Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

Arising from the above the Company has deducted an amount of Rs.65,11,434/- (Previous Year Rs.12,54,13,302/-) from fixed assets being the exchange differences on long term monetary items relatable to the acquisition of fixed assets.

In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets , the Company has accounted the exchange difference in Foreign Currency Monetary Item Translation Difference Account and has amortised the same over the life of the monetary item but not later than March 31, 2011. Accordingly Exchange Gain amounting to Rs.67,20,000/- has been amortised during the year. (Previous Year Rs.67,20,000/-)

6. There is no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2011. This information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditor.

7. Sundry creditors include bills payable for purchase of goods Rs.291,04,49,897/- (Previous Year Rs.215,51,84,866/-)

b. Borrowing cost capitalized during the year on funds attributable to construction/set up of project Rs.Nil (Previous Year Rs.1,80,95,437/-).

8. a. The Company has set up Agri-warehousing and Marketing infrastructure at different locations on which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed through NABARD directly to the financing bank, which is kept in reserve fund account by the bank and is disbursed to the Company as interest free loan. On payment of last installment of loan or five years from the date of disbursement of first installment of loan, which ever is later, the subsidy will be adjusted with the loan from bank.

c. However, as per the accounting policy adopted, company has credited the subsidy to related assets account on receipt of sanction from the competent Authority. Depreciation provided in earlier years is reversed to profit and loss account if subsidy related to assets capitalized in earlier years is sanctioned during the year and shown as "depreciation relating to earlier year".

d. The Term Loan from State Bank Of India includes a sum of Rs.8,40,26,200/- (Previous Year Rs.7,64,62,952/-) disbursed as interest free loan in lieu of Capital Subsidy and advance against Capital Subsidy received by the Bank from NABARD.

9. The Company has acquired land on lease in earlier years and as per the policy adopted no amortization was made. However with effect from current year Company has amortized the lease premium over the period of lease. The lease premium relating to earlier years Rs.77,63,587/- is amortized during the year and is shown as Prior period adjustment in the profit and loss account.

10. a. During the year Company was allotted 2,00,000 6% Redeemable preference Shares of Rs.100/- each, in SWAP of 2,00,000 6% Redeemable Preference Shares held in Sunshine Oleochem Ltd. as per the Scheme of Amalgamation approved by the jurisdiction high court.

b. 15,000 Equity Shares of Ruchi Soya Industries Limited purchased by the Company in an earlier year are yet to be transferred in its name. The dividend income on the said shares is also not recognized in the accounts. The Company is in process of transfer of shares and recovery of dividend income.

c. Company has received a sum of Rs.62,510/- by way of dividend on the shares sold in earlier years. The amount is included in Miscellaneous Income.

11. Sales includes loss Rs.29,55,361/- (Previous Year gain Rs.2,46,736/-) and Purchases includes loss Rs.3,24,57,951/- (Previous Year gain Rs.52,38,648/-) respectively towards difference arising on account of fluctuation in the rate of exchange, consequent to recording the transactions as per revised Accounting Standard No. 11 issued by the Institute of Chartered Accountants of India.

12. The Company has availed Sales Tax Deferment loan of Rs.19,19,42,262/- from Government of Andhra Pradesh for the Company's refining unit set up at Kakinada Andhra Pradesh. In case of default in repayment of the Sales Tax deferment loan, the movable and immovable properties of the Company are liable to be attached as a prior charge for recovery of loan under Revenue Recovery Act together with interest @ 21.50% calculated from the due date for repayment of loan.

13. Related Party Disclosure

List of Related Parties and Relationships

Party Name Relation

1) Holding and Subsidiary Companies

a. Peninsular Tankers Pvt. Ltd. Subsidiary Company

b. Ruchi Green Energy Pvt. Ltd. Subsidiary Company

(Formerly RIFL Energy Pvt. Ltd.)

c. Ruchi Resources Pte. Ltd. Subsidiary Company

d. Mangalore Liquid Impex Pvt. Ltd. Subsidiary Company

2) Associate Company Ruchi Soya Industries Ltd.

3) Entities where control exist

Narang and Ruchi Developers Company is a Partner

4) Mr. Mahendra Prasad Sharma Key Management Personnel (Whole time Director - upto September 9, 2010)

14. Other expenses in Schedule 13 includes Rs.56,95,943/- (Previous Year Rs.1,07,00,594/-) bad debts written off.

15. Advance recoverable in cash or in kind includes share application money given to Subsidiaries Rs.32,00,000/- (Previous year Rs.12,59,93,196/-)

15. Previous years figures have been re-grouped or re-arranged wherever considered necessary.

---

Mar 31, 2010

1. In the opinion of the Board, Current Assets, Loans and Advances and deposits are of the value stated in the Balance Sheet, is realisable in the ordinary course of business.

2. The balance in the accounts of the debtors, loans, advances deposits and current liabilities are partly confirmed.

3. Contingent Liabilities not provided for :

a. Guarantees issued by bank Rs.17,18,00,686 /- (Previous Year Rs.10,35,24,186/-)

b. Corporate Guarantee given on behalf of a Subsidiary - Rs.24,87,23,070/- (Previous Year Rs.33,18,12,128/-)

c. Liability on account of Customs duty if export Commitments given for import of Machinery at concessional rate of duty are not met - Rs.2,15,60,301/- (Previous Year Rs.1,48,42,460/-)

d. No Provision has been made for the following demands against which the company has filed appeals with the concerned authourities

2009-2010 2008-2009

i) Customs Duty 2,15,42,779 3,05,40,822

ii) Excise Duty 20,31,064 14,89,019

iii) Service Tax - 1,97,445

iv) Sales Tax 8,15,07,944 1,57,38,563



e. Matters decided by appellette authourities in favour of the company against which the Customs/ Excise Department have gone in appeal - Rs.1,89,86,285/- (Previous Year Rs.1,84,43,840/-).

4. In accordance with the Accounting Standard - 22 Accounting for taxes on income" issued by the Institute of Chartered Accountants of India, the company has written back an amount of Rs.56,36,189/- (Previous year Provison of Rs.2,10,89,314/-) in the Profit & Loss Account as deferred tax provision for the year.

5. The Company had availed Buyers Credit from Banks during the year. The outstanding amount as on 31st March, 2010 of Rs.134,53,40,122 /- (Previous Year Rs.97,34,88,889/-) shown under Unsecured loans (Schedule - 4) is guaranteed by Banks against Fixed Deposits amounting to Rs.137,16,00,000/- (Previous Year Rs.98,55,00,000/-) shown in Deposit Account under Cash & Bank Balances (Schedule - 7).

6. a) The Company had issued Zero Coupon Unsecured Foreign Currency Convertible Bonds (FCCBs) amounting to USD 40 Million on 5th February 2007. The FCCBs have a maturity of five years and 1 day from the date of issue.

The holders of the FCCBs have a right to convert the FCCBs into Equity Shares of the Company of Re. 1 each at a conversion price of Rs.39.20/- per share. (Previous Year Rs.39.20/- per share) The conversion price is subject to adjustment / reset under certain circumstances as per the Terms & Conditions of the FCCBs. Unless previously converted, redeemed or purchased and cancelled, the FCCBs will be redeemed on the Maturity date at 144.50 per cent of their principal amount.

c) Unsecured Loans includes Rs.15,58,47,311/- being premium payable on redemption of FCCBs (Previous Year Rs.23,31,22,248/-).

d) In accordance with the Reserve Bank of India circular dated 8th December 2008 on buy back of FCCBs the Company has during the year ended 31st March 2010, bought back FCCBs of the face value of USD 4 Million at a discount. (Previous Year USD 15 Million).

The said FCCBs having been issued for the purpose of financing various capital expenditure, the difference between the face value and the amount at which the Bonds were bought back amounting to Rs.4,12,14,450/- (Previous Year Rs.29,66,59,000/-) being of capital nature, has been credited to Capital Reserve and included under Reserves & Surplus. The FCCBs have been accordingly cancelled and recorded in the books of account.

e) The premium on redemption attributable to the FCCBs bought back and provided in the books of acount in the earlier year amounting to Rs.9,75,25,570/- (net of taxes) (Previous year Rs.5,65,43,859/- net of taxes) has been reversed and credited to the Profit and Loss account as extraordinary income.

8. Employee Benefits

Effective 1st April 2007, the Company has adopted revised Accounting Standard 15 (AS-15)(revised 2005) Employee Benefits issued by the Institute of Chartered Accountants of India. Disclosure as required by AS-15 are as under:

9. In line with the notification dated 31st March 2009 issued by the Ministry of Corporate Affairs,amending Accounting Standard AS-11 Effects of Changes in Foreign Exchange Rates, the Company has chosen to exercise the opton under paragraph 46 inserted in the standard by the notification.

A. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added / deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

Arising from the above the Company has deducted an amount of Rs.12,54,13,302/- from fixed assets being the exchange differences on long term monetary items relatable to the acquision of fixed assets. (Previous Year addition of Rs.17,67,39,598/- to fixed assets.)

B. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisiton of Fixed Assets, the Company has accounted the exchange difference in Foreign Currency Monetary Item Translation Difference Account and has amortised the same over the life of the monetary item but not later than 31st March 2011. Accordingly Exchange Gain amounting to Rs. 67,20,000/- has been amortised during the year. (Previous Year Rs. Nil)

10. The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authourities under the Micro, Small and Medium Enterprises Development Act, 2006 claiming their status as on 31st March 2010 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is Nil.

Note : Production does not include Quantities produced for others on job work basis but includes the folowing items produced by others for the Company

Note: Sales & Purchase quantity include shortage / excess if any.

11. Segment information required to be disclosed in accordance with Accounting Standard 17 on Segment Reporting

The Company has identified segments on basis of products, risks and returns.

The various segments identified by the company are as under :

Oils — Crude Oils , Refined Oils, Vanaspati

Infrastructure — Storage, Agri Warehousing, Real Estate and Wind Energy

Segment Revenue, segment results, segment assets and segment liabilities include amounts directly identified with the segment. Amounts not directly identifiable with segments are allocated to segments on a reasonable estimated basis. Other amounts which are not relatable to segmens are shown as unallocated items.

12. Disclosure of transactions with related parties as required by Accounting Standard 18 on related party disclosure. Related parties have been identified on the basis of representation made by the management and information available with the Company.