Notes to Accounts of Uniphos Enterprises Ltd.

Mar 31, 2025

B. Measurement of fair value:

i) Fair value hierarchy

The fair value of investment property has been determined by an external, independent valuer, having appropriate professional qualifications and recent exposure in the location and category of the property being valued. The fair value measurement for investment property has been categorized as a level 2 fair value based on the inputs to the valuation technique used

ii) Valuation technique

The fair value of investment property has been determined by an external, independent valuer based on the market rate existing at the reporting date. Factors that are considered are mentioned below:

- Effect of rights and interest in properties including beneficial ownership and physical possession.

- Effect of size, location and development of the property.

- Effect of usage of the property for commercial purpose with clear title.

- Effect of overall demand in the area and nature and type of construction in the immediate vicinity and consequential effect thereof on demand of premise in the area/locality.

- Effect of current trends in the property market where the property is located.

(a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs 2 per share. Each holder of equity shares is entitled to one vote per share.

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

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(e) There are 2,500 (March 2024 : 2,500) underlying equity shares of the Company in respect of GDR''s listed on Luxembourg Stock Exchange. Every GDR is issued against 2 equity shares. During the financial year 2020-21, GDR got unlisted from the Luxembourg stock exchange.

(f) There are no shares issued for consideration other than cash during the period of five years immediately preceding the reporting date.

(a) Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its members out of the securities premium reserve and the Company can use this reserve for buy-back of shares.

(b) Capital reserve - The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve and central and state subsidies for a project in backward area.

(c) General reserve - General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend and issue of fully paid-up and not paid-up bonus shares.

(d) Revaluation reserve - The Company had revalued it''s investment properties to recognise it''s fair value as on 31 March, 2011, under Previous GAAP The revaluation was carried out based on valuation report of independent valuers and the appreciation in the value of the assets is credited to revaluation reserve.

(e) Retained earnings - The amounts represent profits that can be distributed to the shareholders.

(f) Equity Instruments through Other Comprehensive Income (OCI) - Equity Instruments through OCI includes changes due to remeasurements of equity instruments at fair valuation at each balance sheet date.

(g) Transfer of fair value reserve of equity instruments designated at FVOCI

Based on consent accorded by the shareholders at the AGM held on 20 September 2024, the Company inter-se transferred 17,80,000 fully paid-up equity hares of face value of Rs. 2 each of UPL Limited to Nerka Chemicals Private Limited, part of the Promoter and Promoter Group, through block deal on NSE as under-

(a) In the quarter ended 31^st December, 2024:

10,00,000 equity shares aggregating to then 0.12 % of paid-up share capital of UPL Limited at a market price of Rs. 504 per equity share, and

(b) In the quarter ended 31^st March, 2025:

7,80,000 equity shares aggregating to then 0.09 % of paid-up share capital of UPL Limited, at a market price of Rs. 641 per equity share.

The gain on disposal of such investment has been transferred to retained earnings from Other Comprehensive Income (OCI) as per the applicable accounting standard and the accounting policies adopted by the Company.

25 Commitments and Contingent liabilities
	31-Mar-25	30-Mar-24
Contingent Liabilities
Disputed Income tax liabilities (Note below)	2,377.71	2,797.32
Commitments
Balance call money to be paid of subscription to already allotted Right issue Equity shares of UPL Limited , as and when the call is made by UPL Limited	8,891.90	-

Note

The contingent liability for income tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1994 - 95 to AY 2009-10 on account of taxability of amount of advance license benefit receivable, pass book benefit receivable, data access fees paid, deduction in respect of premium paid for lease hold land, benefit claimed u/s.80HHC, benefit claimed u/s 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

26. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management''s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

27. Segment reporting

The Company is engaged in trading business in India, which in the context of Ind AS - 108 "Operating Segments" is considered to be its only business segment and thus no geographic segment is applicable. The financial statements are reflective of the information required for disclosure under Ind AS 108.

28 . Based upon the assessment of the Management, also supported by an independent legal opinion, the Company was a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India (RBI) as at 31 March 2024. However, it was exempted from registration as a CIC. As at 31 March 2025, the Company does not meet the eligibility criteria to be CIC as defined in the regulations made by the RBI.

29) Disclosure on loans received /given and investments made

A) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

B) The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Investments:

Details required u/s 186 have been disclosed in note 4 of the financial statements.

30. Components of Other Comprehensive Income (OCI), net of taxes
Particulars	31-Mar-25 FVTOCI Reserve	31-Mar-24 FVTOCI Reserve
Fair value of financial assets through OCI	70,555.82	(91,555.48)

The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(B) Measurement of fair value:

Valuation techniques and significant unobservable inputs:

(i) Financial instruments measured at fair value

The fair value of the financial assets and liabilities is included at the amount at which the instrument can be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair values of the remaining FVTOCI financial assets are derived from quoted market prices in active markets.

The fair value of mutual funds are based on NAV at the reporting date

(ii) Financial instrument measured at amortized cost:

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

33. Fair Value hierarchy

The following table provides the fair value measurement hierarchy of the Company''s assets and liabilities.

There have been no transfers between Level 1 and Level 2 during the year.

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The amount of unquoted equity instruments under level 3 of FVTPL financial investment is reduced from Rs. 100.92 Lakhs to Rs, 0.36 lakhs in current year due to provision of impairment of Rs. 100.56 Lakhs

34. Financial risk management objectives and policies

The Company''s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include FVTOCI investments, FVTPL investments and Loans.

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.

Equity price risk

The Company''s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Company''s investment in it''s group company - UPL limited, which is listed, is significant. But being the strategic investment, the Company is not influenced by equity price risk.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities from its investing activities, including deposits with banks and financial institutions and other financial instruments.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s board of directors. Investments of surplus funds are made only with approval of Board of directors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company''s approach to managing liquidity is to ensure, 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 risking damage to the Company''s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

35. Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2025.

37. Other statutory information

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

(ii) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act.

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

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

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

(x) Details of CSR expenses :

The aggregate amount of expenditure incurred during the year by the Company on Corporate Social Responsibility (CSR) is Rs. NIL (previous year Rs. Nil Lakhs).

---

Mar 31, 2024

B. Measurement of fair value:

i) Fair value hierarchy

The fair value of investment property has been determined by an external, independent valuer, having appropriate professional qualifications and recent exposure in the location and category of the property being valued. The fair value measurement for investment property has been categorized as a level 2 fair value based on the inputs to the valuation technique used

ii) Valuation technique

The fair value of investment property has been determined by an external, independent valuer based on the market rate existing at the reporting date. Factors that are considered are mentioned below:

- Effect of rights and interest in properties including beneficial ownership and physical possession.

- Effect of size, location and development of the property.

- Effect of usage of the property for commercial purpose with clear title.

- Effect of overall demand in the area and nature and type of construction in the immediate vicinity and consequential effect thereof on demand of premise in the area/locality.

- Effect of current trends in the property market where the property is located.

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs 2 per share. Each holder of equity shares is entitled to one vote per share.

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

(e) There are 2,500 (31 March 2023 : 2,500) underlying equity shares of the Company in respect of GDR''s listed on Luxembourg Stock Exchange. Every GDR is issued against 2 equity shares. During the financial year 2020-21, GDR got unlisted from the Luxembourg stock exchange.

(f) There are no shares issued for consideration other than cash during the period of five years immediately preceding the reporting date.

Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its members out of the securities premium reserve and the Company can use this reserve for buy-back of shares.

Capital reserve - The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve and central and state subsidies for a project in backward area.

General reserve - General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend and issue of fully paid-up and not paid-up bonus shares.

Revaluation reserve - The Company had revalued it''s investment properties to recognise it''s fair value as on 31 March, 2011, under Previous GAAP The revaluation was carried out based on valuation report of independent valuers and the appreciation in the value of the assets is credited to revaluation reserve.

Retained earnings - The amounts represent profits that can be distributed to the shareholders.

Equity Instruments through Other Comprehensive Income (OCI) - Equity Instruments through OCI includes changes due to remeasurements of equity instruments at fair valuation at each balance sheet date.

Disclosure under Ind AS 115 - Revenue from contracts with customers:

a) The Company is engaged in trading business in India, which in the context of Ind AS - 108 "Operating Segments" is considered to be its only business segment and thus no geographic segment is applicable.

b) The Company''s performance obligations are satisfied upon delivery and payments are generally due by 60 to 120 days.

c) There are no contract balances.

The Company elected to exercise the option permitted under Section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Law (Amendment) Ordinance, 2019, w.e.f. 01 April 2021. Accordingly, the Company has recognised Provision for Income Tax for the ended 31 March 2024 on the basis the reduced tax rate prescribed in the said section.

25. Contingent liabilities
	31-Mar-24	30-Mar-23
Disputed Income tax liabilities (Note below)	2,797.32	2,884.31

Note

The contingent liability for income tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1994 - 95 to AY 2009-10 on account of taxability of amount of advance license benefit receivable, pass book benefit receivable, data access fees paid, deduction in respect of premium paid for lease hold land, benefit claimed u/s.80HHC, benefit claimed u/s 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

26. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management''s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

27. Segment reporting

The Company is engaged in trading business in India, which in the context of Ind AS - 108 "Operating Segments" is considered to be its only business segment and thus no geographic segment is applicable.

28. Leases

Effective 1^st April 2019, Ind AS 116 "Leases", is applicable to the Company. Based on the assessment done by the management, there is no impact on the adoption of this standard on the financial statements for the year ended 31 March 2024.

4) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(B) Measurement of fair value:

Valuation techniques and significant unobservable inputs:

(i) Financial instruments measured at fair value

The fair value of the financial assets and liabilities is included at the amount at which the instrument can be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair values of the remaining FVTOCI financial assets are derived from quoted market prices in active markets. The fair value of mutual funds are based on NAV at the reporting date

(ii) Financial instrument measured at amortized cost:

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

There have been no transfers between Level 1 and Level 2 during the year.

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

34. Financial risk management objectives and policies

The Company''s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include FVTOCI investments, FVTPL investments and Loans.

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.

Equity price risk

The Company''s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Company''s investment in it''s group company - UPL limited, which is listed, is significant. But being the strategic investment, the Company is not influenced by equity price risk.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s board of directors. Investments of surplus funds are made only with approval of Board of directors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company''s approach to managing liquidity is to ensure, 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 risking damage to the Company''s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

35. Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2024.

37. Other statutory information

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

(ii) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act.

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

(iv) No funds have been received by the from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

(vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies Restriction on number of Layers) Rules, 2017.

(vii) Details of charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period:

(viii) The company has not obtained any borrowings from any lender during current year and hence disclosure for declaration of willful defaulter by any lender is not applicable for the year.

(ix) The company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

(xi) Details of CSR expenses :

The aggregate amount of expenditure incurred during the year by the Company on Corporate Social Responsibility (CSR) is Rs. NIL (previous year Rs. 11 Lakhs) and is shown separately under note 22 based on Guidance Note on Accounting for Expenditure on CSR Activities issued by the ICAI.

---

Mar 31, 2023

f) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

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. Provisions are reviewed at each balance sheet and adjusted to reflect the current best estimates.

g) 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 assets

Initial recognition and measurement

The Company recognizes financial assets in its balance sheet when it becomes party to the contractual provisions of the instruments.

All financial assets are recognised initially at fair value, plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

- Debt instruments measured at fair value through other comprehensive income (FVTOCI)

- Debt instruments measured at fair value through profit or loss (FVTPL)

- Debt instruments measured at amortized cost

- Financial assets measured at amortized cost

- Financial assets measured at fair value through other comprehensive income (FVTOCI)

Presently the Company has no debt instruments measured at amortized cost or FVTPL or FVTOCI Financial assets measured at amortized cost

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

a) The Company''s business model objective for managing the financial assets is to hold financial assets in order to collect contractual cash flows and,

b) The contractual terms of the financial asset give rise on specified dates to cashflow that are solely payments of principal and interest on the principal amount outstanding.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income or statement of profit and loss, subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on derecognition of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

De-recognition

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

- The contractual rights to receive cash flows from the asset have expired, or

- 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.

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 recognizes 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.

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 amortized cost e.g., loans, debt securities, deposits, trade receivables and bank balance

b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18 (referred to as ''contractual revenue receivables'' in these financial statements)

c) Financial guarantee contracts which are not measured as at FVTPL

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

- Trade receivables and

- Other receivables

The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

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.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:

- All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

- Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

- Financial assets measured as at amortized cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the company does not reduce impairment allowance from the gross carrying amount.

h) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables, as appropriate.

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 only trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

De-recognition

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 de-recognition 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 and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

i) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company''s cash management.

j) Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities in accordance with the Income-tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

- In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has

become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

k) Earning per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

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

l) Segment Reporting:

Based on "Management Approach" as defined in Ind AS 108 -Operating Segments, the Chief Operating Decision Maker evaluates the Company''s performance and allocates the resources based on an analysis of various performance indicators by business segments. Inter segment sales and transfers are reflected at market prices.

Unallocable items includes general corporate income and expense items which are not allocated to any business segment. Segment Policies:

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole. Common allocable costs are allocated to each segment on an appropriate basis.

m) Contingent Liability and Contingent assets

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 not wholly within the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

A contingent asset is not recognised unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent asset are disclosed in the financial statements.

Contingent liabilities and contingent assets are reviewed at each balance sheet date.

n) Government grants and subsidies

Government grants of the nature of promoters'' contribution are credited to capital reserve and treated as a part of the shareholders'' funds.

Government grants / subsidies in the nature of promoters'' contribution, given with reference to the total investment in an undertaking or by way of contribution towards its total capital outlay, are treated as capital reserve. Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received and all attaching conditions will be complied with

o) Leases

Effective 1^st April 2019, Ind AS 116 "Leases", is applicable to the Company. Based on the assessment done by the management, there is no impact on the adoption of this standard on the financial statements for the year ended 31 March 2023

p) Recent pronouncements :

Recent Indian Accounting Standards (Ind AS)

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

Ind AS 1 - Presentation of Financial Statements

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

The amendments to Ind AS 1 are applicable for annual periods beginning on or after 1 April 2023. Consequential amendments have been made in Ind AS 107.

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

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after 1 April 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The Company is currently assessing the impact of the amendments.

Ind AS 12 - Income Taxes

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognised for all deductible and taxable temporary differences associated with leases and decommissioning obligations. Consequential amendments have been made in Ind AS 101. The amendments to Ind AS 12 are applicable for annual periods beginning on or after 1 April 2023.

The Company is currently assessing the impact of the amendments.

2.2 Changes in accounting policies

During the year, there are no changes in the accounting policies

34. Financial risk management objectives and policies

The Company''s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include FVTOCI investments, FVTPL investments and Loans.

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.

Equity price risk

The Company''s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Company''s investment in it''s group company - UPL limited, which is listed, is significant. But being the strategic investment, the Company is not influenced by equity price risk.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s board of directors. Investments of surplus funds are made only with approval of Board of directors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company''s approach to managing liquidity is to ensure, 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 risking damage to the Company''s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

Trade receivables

Customer credit risk is managed by CFO under guidance of Board of directors. Detailed credit analysis is done before dealing with any customer.

35. Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2023.

37. Other statutory information

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

(ii) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act.

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

iv) No funds have been received by the from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

(vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies Restriction on number of Layers) Rules, 2017.

In terms of our report of even date attached For and on behalf of Board of Directors of Uniphos Enterprises Limited

For B S R & Co. LLP CIN No.: L24219GJ1969PLC001588

Chartered Accountants

Firm Registration Number 101248W/W-100022 R.D.Shroff S.R.Shroff

Managing Director Non-Executive Vice -Chairman

Bhavesh Dhupelia DIN : 00180810 DIN : 00189012

Partner Place : Mumbai Place : Mumbai

Membership No. 042070

Place : Mumbai K.M.Thacker B.P.Chheda

Date : 26 May 2023 Company Secretary Chief Financial Officer

Membership no.: Acs 6843 Membership no.: ACA 101820

Place : Mumbai Place : Mumbai

Date : 26 May 2023

---

Mar 31, 2018

1. Corporate information

Uniphos Enterprises Limited (‘the Company’) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India, Its shares are listed on two stock exchanges in India and Global Depository Receipt (‘GDRs’) are listed on Luxembourg stock exchange, The Company is engaged in the business of trading of chemicals and other products, The registered office of the Company is located at 11, GID^,, Vapi, Dist- Valsad, Gujarat, The financial statements were authorised for issue in accordance with a resolution of the directors on April 27, 2018,

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended thereafter

The financial statements for the year ended 31 March, 2018 are the first the Company has prepared under Ind AS, For all periods upto and including the year ended 31 March, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India immediately before adopting Ind AS, The financial statements for the year ended 31 March, 2017 and the opening Balance Sheet as at 1 April, 2016 have been restated in accordance with Ind AS for comparative information, Reconciliations and explanations of the effect of the transition from Previous GAAP to Ind AS on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 30,

The financial statements have been prepared under the historical cost convention on an accrual basis except for certain financial assets and liabilities that are measured at fair value at the end of each reporting period as stated in the accounting policies set out below, The accounting policies applied by the Company are consistent with those used in the previous year, The financial statements are presented in Indian Rupee (‘INR’) or (‘‘‘) which is also the Company’s functional currency and all values are rounded to the nearest lakhs, except when otherwise indicated,

Significant accounting estimates, assumptions and judgements

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

Estimates and assumptions

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

Taxes

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the current and deferred tax provisions in the period in which the tax determination is made. The assessment of probability involves estimation of a number of factors including future taxable income,

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model where appropriate. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments, See Note 26 and 27 for further disclosures,

Impairment of financial assets

The Company recognises loss allowances for expected credit losses on:

- financial asset measured at amortized cost

- financial asset measured at FVTOCI- Equity instruments

- financial asset measured at FVTPL- Equity instruments

At each reporting date, the Company assesses whether financial assets carried at amortized cost and equity instrument at FVTOCI and FVTPL are credit impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred,

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre- tax discount rate that reflects current market assessment of the time value of money and the risk specific to the asset, In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share price for publicly traded subsidiaries or other available fair value indicators,

Note

The contingent liability for income tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1994 - 95 to AY 2011-12 on account of taxability of amount of advance licence benefit receivable, pass book benefit receivable, data access fees paid, deduction in respect of premium paid for Lease hold land, benefit claimed u/s.80HHC, benefit claimed u/s 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal,

3. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management’s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Segment reporting

The income of the Company comprises of solely dividend and interest income and accordingly there are no reportable segments.

5 Related Party disclosure:

A. Name of the related partied where control exists irrespective of whether transaction have occurred or not:

(i) Holding company

Nerka Chemicals Private Limited (‘Nerka’)

(ii) Ultimate Holding Company

Demuric Holdings Private Limited (‘Demuric’)

B. Name of other related parties with whom transactios have taken place during the year:

(i) Enterprises over which Key Management personnel and their relatives have significant influence :

UPL Limited (‘UPL’)

Uniphos International Limited (‘UIL’)

(ii) Key Management Personnel and their relatives :

Mr. Pradeep Goyal

Mrs. Swati Mayekar

K. M. Thacker- Company Secretary

B. P Chheda- Chief Financial Officer

(B) Measurement of fair value:

Valuation techniques and significant unobservable inputs:

(i) Financial instruments measured at fair value

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair values of the remaining FVTOCI financial assets are derived from quoted market prices in active markets,

(ii) Financial instrument measured at amortized cost:

The carrying amount of financial assets and financial liability measured at amortized cost in the financial statements are a resonable approximation of their fair value since the Company does not anticipate that the carrying amounts would be significantly different from the value that would eventually be received or settled,

6. Fair Value hierarchy

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities,

The management assessed that cash and cash equivalents, trade receivables, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

7. Financial risk management objectives and policies

The Company’s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk.

Financial instruments affected by market risk include FVTOCI investments and Loans,

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.

Equity price risk

The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Company’s investment in it’s group company - UPL limited, which is listed, is significant. But being the startegic investment, company is not enfluenced by equity price risk,

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities from its financing activities, including deposits with banks and financial institutions and other financial instruments,

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s board of directors. Investments of surplus funds are made only with approval of Board of directors,

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, 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 risking damage to the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities,

8. Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2018 and March 31, 2017,

9. First-time adoption of Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1 April 2017, with the transition date on 1 April 2016. These financial statements for the year ended 31 March 2018 are the first financial statements that the Company has prepared under Ind AS. For all periods upto and including the year ended 31 March 2017 , the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’),

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards, Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended 31st March, 2018, together with the comparative information as at and for the year ended 31 March 2017 and the opening Ind AS Balance Sheet as at 1 April 2016, the date of transition to Ind AS.

In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Company in restating its financial statements prepared under previous GAAP, including the Balance Sheet as at 1st April, 2016 and the financial statements as at and for the year ended 31 March 2017,

A. Mandatory Exceptions from retrospective application

The Company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101:

(i) Estimates

On assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates, However, estimates that were required under Ind AS but not required under Previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date,

(ii) Classification and measurement of financial assets

The classification of financial assets to be measured at amortised cost or fair value through other comprehensive income is made on the basis of the facts and circumstances that existed on the date of transition to Ind AS,

B. Optional Exemptions from retrospective application

Ind AS 101 permits first-time adopters certain exemptions from retrospective application of certain requirements under Ind AS. The Company has elected to apply the following optional exemptions from retrospective application:

Deemed cost for investment property

There is no change in the functional currency of the Company and it has elected to continue with the carrying value of its property, plant and equipment in its financial statements as at 1 April 2016 measured as per previous GAAP as its deemed cost on transition. The same being in the nature of investment property has been re-classified as such in these financial statements,

C. Transition to Ind AS reconciliations

The following reconciliations provides the explanations & quantification of the differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

(i) Reconciliation of equity as at 1st April 2016

(ii) A Reconciliation of equity as at 31st March 2017,

B. Reconciliation of statement profit and loss for the year ended 31st March 2017,

(iii) Adjustments to statement of cash flows for the year ended 31st March 2017,

Previous GAAP figures have been reclassified / regrouped wherever necessary to confirm with financial statements prepared under Ind AS

Footnotes to the reconciliation of equity as at April 1, 2016 and March 31, 2017 and statement of profit and loss for the year ended March 31, 2017.

1. Investment Property

Company has opted to recognise investment property at revalued figure as appearing in the financials at the date of transition to Ind AS. It has no Profit and loss impact.

2. FVTOCI financial assets

Under previous GAAP, the Company recognised long-term investments in equity shares at cost. Under Ind AS, the Company has designated such investments as FVTOCI and measured them at fair value through Other comprehensive income. On the transition date, an increase of Rs. 1,13,712.30 Lakhs between the instruments’ fair value and previous GAAP carrying amount has been recognised in Other Comprehensive Income. Further for the year ended March 31, 2017 an additional gain of Rs. 63,484.80 Lakhs has been recorded in Other Comprehensive income.

3. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or loss as per Ind AS. Further, previous GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

4. Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

10. Details of specified bank notes (SBN)

The disclosure regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 have not been made since the requirement does not pertain to financials year ended 31 March 2018. Corresponding amounts as appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed as under :

---

Mar 31, 2016

(c) Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.2 per share. Each holder of equity shares is entitled to one vote per share.

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

(e) There are 34,962 (Previous Year : 34,962) underlying Equity Shares of the Company in respect of GDR''s listed on Luxembourg Stock Exchange. Every GDR is issued against 2 equity shares.

Notes :

a) Loans from Non Banking Financials Company includes the following :

1) Loan amounting to Rs. NIL (Previous Year : Rs.1,000 Lacs) is secured by way of pledge of Nil (Previous Year :20,00,000) equity shares of UPL Limited (''UPL''). The loan carried interest at the rate of 11.25 % p.a.

b) Other loan from a private limited company of '' NIL (Previous Year : Rs.20 Lacs) is interest free loan repayable on demand.

Note :

The contingent liability for Income Tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1992 - 93 to AY 2011-12 on account of taxability of amount of Advance License Benefit receivable, Pass Book Benefit receivable, data access fees paid, deduction in respect of premium paid for lease hold land, benefit claimed u/s 80HHC, benefit Claimed u/s 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

2. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management''s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

3. Segment reporting

The Company is engaged in trading business in India, which in the context of Accounting Standard 17 is considered to be its only business segment and thus no geographic segment is applicable.

4. Previous Year regrouping

Previous year''s figures have been regrouped/ rearranged wherever necessary.

---

Mar 31, 2015

Note :

The contingent liability for Income Tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1992 – 93 to AY 2011-12 on account of taxability of amount of Advance License Benefit receivable, Pass Book Benefit receivable, data access fees paid, deduction in respect of premium paid for Lease Hold Land, benefit claimed u/s.80HHC, benefit Claimed U/S 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

1. Related Party Disclosure

(a) Relationship :

(i) Holding company

Nerka Chemicals Private Limited ('Nerka')

(ii) Ultimate Holding Company Demuric Holdings Private Limited ('Demuric')

(iii) Enterprises over which Key Management personnel and their relatives have significant influence :

UPL Limited ('UPL')

Uniphos International Limited ('UIL')

Advanta Limited (Advanta)

(iv) Key Management Personnel and their relatives :

Mr. Rajanikant D. Shroff

Mrs. Sandra R. Shroff

Mr. Jaidev R. Shroff

Mr. K.M. Thacker

Mr. B.P. Chheda

2. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management's knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

3. Segment reporting

The Company is enganged in trading business in India, which in the context of Accounting Standard 17 is considered to be its only business segment and thus no geographic segment is applicable.

4. Previous Year regrouping

Previous year's figures have been regrouped/ rearranged wherever necessary.

---

Mar 31, 2014

1. Contingent liabilities Rs. in Lakhs 31-Mar-14 31-Mar-13

Disputed Income-tax liability 3,468.41 3,348.93

Note :

The contingent liability for Income Tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1992 – 93 to AY 2011-12 on account of taxability of amount of Advance Licence benefit receivable, Pass Book benefit receivable, data access fees paid, deduction in respect of premium paid for Lease Hold Land, benefit claimed u/s.80HHC, benefit Claimed U/S 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

2. Related Party Disclosure

Related party disclosure as required by Accounting Standard (AS) - 18 ''Related Party Disclosures'' notifed by Companies (Accounting Standards) Rules, 2006 is given below:

(a) Relationship :

(i) Holding company

Nerka Chemicals Private Limited (''Nerka'') w.e.f. April 10, 2012

(ii) Ultimate Holding Company

Demuric Holdings Private Limited (''Demuric'') w.e.f. April 10, 2012

(iii) Enterprises over which Key Management personnel and their relatives have significant infuence :

UPL Limited (Formerly known as United Phosphorus Limited) (''UPL'')

SWAL Corporation Limited (''SWAL'')

Uniphos International Limited (Formerly known as Uniphos Agro Industries Limited) (''UIL'')

(iv) Key Management Personnel and their relatives :

Mr. Rajnikant D. Shroff Mrs. Sandra R. Shroff Mr. Jaidev R. Shroff

3. Micro, small and medium enterprises disclosure

The identifcation of Micro, Small and Medium enterprises is based on the management''s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Segment reporting

The Company is enganged in trading business in India, which in the context of Accounting Standard 17 is considered to be its only business segment and thus no geographic segment is applicable.

5. Rights Issue of shares

During the year, the Company at its meeting held on 6th November, 2013, has issued and allotted 4,40,71,179 equity shares of Rs.2/- each at a price of Rs. 17/- per equity share (including premium of Rs.15/-), for an amount aggregating to Rs. 7,492.10 lakhs, to the successful applicants who subscribed to the Rights Issue of the Company in the ratio of 173 (One Hundred and Seventy Three) fully paid up equity shares of Rs.2/- each for every 100 (One Hundred) fully paid-up equity shares of Rs.2/- each held (i.e., 173:100) by the equity shareholders on the record date i.e. 19th September, 2013.

Consequent to the aforesaid allotment, the paid up Equity Share capital of the Company stands increased by Rs. 881.42 lakhs comprising of 4,40,71,179 fully paid-up equity shares of Rs. 2/- each and premium of Rs. 15 per share amounting to Rs. 6,610.68 lakhs has been credited to Securities premium account. The expenses incurred in connection with said rights issue has been adjusted against securities premium account amounting to Rs. 111.12 lakhs.

6. Previous Year regrouping

Previous year''s figures have been regrouped/ rearranged wherever necessary.

---

Mar 31, 2013

1. Corporate information

Uniphos Enterprises Limited is a public limited company incorporated under the provision of the Companies Act 1956. The Company is engaged in the business of trading of chemicals and other products. Its shares are listed on two stock exchanges in India and GDRs are listed on Luxembourg Stock exchange.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of Land, which is accounted based on revaluation as indicated in 2.1.b below. The accounting policies applied by the Company are consistent with those used in the previous year.

3. Contingent liabilities Rs. in Lacs

31-Mar-13 31-Mar-12

Disputed Income-tax liability 3,348.93 3,353.96

Note :

The contingent liability for Income Tax is mainly on account of major disallowances /additions made in the assessment proceedings since AY 1992 – 93 to AY 2010-11 on account of taxability of amount of Advance Licence Benefit receivable, Pass Book Benefit receivable, data access fees paid, deduction in respect of premium paid for Lease Hold Land, benefit claimed u/s.80HHC, benefit Claimed U/S 80IA / IB and other miscellaneous addition / disallowances. The Company has contested all the above issues before the Commissioner of Income Tax (A) /Income Tax Appellate Tribunal and same are pending before the said authorities for disposal.

4. Related Party Disclosure

Related party disclosure as required by Accounting Standard (AS) - 18 ''Related Party Disclosures'' notified by Companies (Accounting Standards) Rules, 2006 is given below:

(a) Relationship :

(i) Holding company

Nerka Chemicals Private Limited (''Nerka'') w.e.f. April 10, 2012

(ii) Ultimate Holding Company

Demuric Holdings Private Limited (''Demuric'') w.e.f. April 10, 2012

(iii) Enterprises over which Key Management personnel and their relatives have significant influence :

United Phosphorus Limited (''UPL'')

SWAL Corporation Limited (''SWAL'')

Uniphos International Limited (Formerly known as Uniphos Agro Industries Limited) (''UIL'')

(iv)Key Management Personnel and their relatives :

Mr Rajanikant D. Shroff Mrs Sandra R. Shroff Mr Jaidev R. Shroff

5. Micro, small and medium enterprises disclosure

The identification of Micro, Small and Medium enterprises is based on the management''s knowledge of their status. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

6. Segment reporting

The Company is enganged in trading business in India, which in the context of Accounting Standard 17 is considered to be its only business segment and thus no geographic segment is applicable.

7. Previous Year regrouping

Previous year''s figures have been regrouped/ rearranged wherever necessary.

---

Mar 31, 2012

1. Corporate information

Uniphos Enterprises Limited is a public limited company incorporated under the provision of the Companies Act 1956. The Company is engaged in the business of trading of chemicals and other products. Its shares are listed on two stock exchanges in India and GDR are listed on Luxembourg Stock exchange.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of Land, which is accounted based on revaluation as indicated in 2.1.c below. The accounting policies have been consistently applied by the Company and except for the changes in accounting policy discussed more fully below, are consistent with those used in the previous year.

3. Segment reporting

The Company is enganged in trading business in India, which in the context of Accounting Standard 17 is considered to be its only business segment and thus no geographic segment is applicable.

4. Previous Year regrouping

Till the year ended 31st March 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for the preparation and presentation of its financial statements. During the year ended 31st March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has re-classied previous year figures to conform to this year classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of the balance sheet.

---

Mar 31, 2010

NATURE OF OPERATIONS

Uniphos Enterprises Limited is engaged in the business of trading.

As at 31st As at 31st March, 2010 March, 2009 Rs. in 000 Rs. in 000

1. CONTINGENT LIABILITIES NOT PROVIDED :

Disputed Income-tax Liability 276,428.21 273,793.46

2. Break up of Deferred Tax Assests and Deferred Tax Liabilities :

a) Deferred Tax Assets :

Depreciation 43.48 43.48

43.48 43.48

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

4. Related party disclosure as required by Accounting Standard (AS) - 18 Related Party Disclosures notified by Companies (Accounting Standards) Rules, 2006 is given below:

(a) Relationship:

(i) Enterprises over which Key Management personnel and their relatives have significant influence:

United Phosphorus Limited Nerka Chemicals Private Limited SWAL Corporation Limited Advanta India Limited Demuric Holdings Private Limited Unicorn Seeds Private Limited

(ii) Key Management Personnel and their relatives Mr. Rajju D. Shroff Mrs. Sandra R. Shroff Mr. Jaidev R. Shroff Mr. Arun C. Ashar

5. Segment reporting The Company is engaged in trading business, which in the conext of Accounting Standard 17 is considered to be its only business and geographical segment 6. Previous years figures have been regrouped/rearranged wherever necessary.