Notes to Accounts of UPL Ltd.

Mar 31, 2025

The write down of inventories to net realisable value and other provisions / losses recognised in the statement of profit and loss as an expense is H16 crores (March 31, 2024: H 5 crores for continued and discountinued operations).

Note a: Raw materials and components includes goods in transit: H 15crores (March 31,2024: H 14 crores) for continued and discountinued operations.

Note b: Finished goods includes goods in transit: H 44 crores (March 31, 2024: H 77 crores) for continued and discountinued operations.

Note c: Stock in trade [includes goods in transit: H 0 crores (March 31,2024: H 6 crores) for continued and discountinued operations.

The above includes inventories held by third parties amounting to H 6 crores (March 31,2024; H 29 crores) for continued and discountinued operations.

Inventories hypothecated against borrowings (refer note 18).

Refer note 54 for the inventories to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.

The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company except as follows:

No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. There are no trade or other receivables which are due from firms or private companies respectively in which any director is a partner, a director or a member.

For terms and conditions relating to related party receivables, refer note 39.

Trade receivables hypothecated against borrowings (refer note 18).

Certain trade receivables are interest bearing. Trade receivables are generally on terms of 45 to 270 days. The Company applies the practical expedient for receivables with credit period of upto one year i.e., the promised amount of consideration is not adjusted for the effects of a significant financing component if the period between the transfer of the promised good or service and the payment is one year or less.

For explanations on Company''s Credit risk management process, refer note 44 ''Financial risk management objectives and policies''.

** Refer note 54 for the trade receivables to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.

* On 20^th November 2024, the Rights Issue Committee of the Board of Directors (“Rights Issue Committee") of the Company approved issue of 9,38,25,955 equity shares of face value of H 2 each (the “Rights Equity Shares") at a price of H 360 per Rights Equity Share (including premium of H 358 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 8 existing fully-paid equity shares held by the eligible equity shareholders as on 26^th November 2024, the record date. On 20^th December 2024, the Rights Issue Committee of the Company approved allotment of 9,37,92,629 partly paid-up Equity Shares at an issue price of H 360 per Equity Share [(including a premium of H 358 per Equity Share) of which H 90 per Equity Share has been received on application (H 0.50 has been paid-up on application as share capital and H 89.50 as a premium per equity share)], to eligible equity shareholders. Further, allotment of 33,326 Rights Equity Shares was kept in abeyance pending regulatory/ other clearances, which were subsequently allotted on 17^th January, 2025. The net proceeds to be utilised for Repayment or prepayment, in full or in part, of certain borrowings availed by the Company and for other General corporate purposes. The Company has raised H 844 crore on application. The total expense on Rights Issue aggregates to H 35 crore which has been adjusted against securities premium.

Further the Rights Issue Committee on January 24, 2025 approved making of the first call on partly paid up equity shares of 25% of issue price of ? 360 per share i.e ? 90 per share (comprising ? 0.50 towards paid-up value and ? 89.50 towards premium). Accordingly, the Rights Issue Committee on 12^th March, 2025 approved the conversion and subsequent allotment of 9,15,49,027 partly paid-up equity shares from paid-up value of H 0.50 per share to Re. 1 per share. The Company is in the process of sending reminder notices to all those shareholders who are holding the balance 22,76,928 partly paid up equity shares of paid up value of H 0.50 each. The aggregate consideration received on first call aggregates to H 824 crore.

During the year ended March 31, 2025, the Company has utilised H 1,473 crore for repayment of borrowing and H 180 crore for General Corporate Purpose (which includes reimbursement of issue related expenses of H 17crore and H 1 crore received as interest paid on fixed deposit) as mentioned above. Further H 16 crore pending utlisation have been kept in a separate bank account, which includes issue related expenses of H 15 crore paid by the Company from its own account.

A. Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of H 2 per share (whether fully or partly paid) . The holder of the equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bears to the total paid-up equity share capital of the Company. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the 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.

During the year ended March, 2025, the amount of per share dividend proposed as distributions to equity shareholders is H 6 (March, 2024: Re.1).

C. Equity shares movement during the 5 years preceding March 31, 2025

i) Buyback of equity shares

The Board of Directors of the Company at its meeting held on 2^nd March 2022, approved the proposal to buy-back fully paid-up equity shares of face value of H 2/- each from the equity shareholders of the Company (other than the promoters, the promoter''s group and persons in control of the Company). The Company completed acquisition of 13,437,815 equity shares having face value of H 2 per share at aggregate consideration of H 1,094 crores on 25^th May 2022 and consequently extinguished such shares in accordance with applicable regulations. Further the Company has discharged H 261 crores towards buyback tax liability under the Income Tax Act, 1961 and other ancillary expenses.

ii) Equity shares allotted as bonus shares, for consideration without cash pursuant to contract and shares bought back during the 5 years preceding March 31, 2025

The Company allotted 254,671,335 equity shares as fully paid up bonus shares on July 4, 2019 by utilising capital redemption reserve amounting to H 38 crores and Securities premium amounting to H 13 crores, pursuant to an ordinary resolution passed after taking the consent of shareholders.

E. GDR Details

As on March 31, 2025 there were 2,74,18,669 outstanding GDRs (representing 5,48,37,338 underlying equity shares, constituting 6.88% paid-up equity share capital of the Company) under the GDR programme listed on Singapore Stock Exchange and IOB segment of London Stock Exchange. Out of these 1,47,71,012 GDRs, representing 2,95,42,024 equity shares (3.71% of paid-up share capital) are held by Promoter and Promoter Group.

Another GDR programme which was listed on Luxembourg Stock Exchange and subsequently terminated / closed in the year 2020 has 25,500 underlying shares being held by erstwhile depository bank viz CITIBANK N.A., due to non-identification of the beneficiary/ies by the depository bank.

Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders

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 Reserve". 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. Also fair valuation gain on transfer of net assets under business restructuring are transferred to capital reserve.

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 subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.

Capital redemption reserve- Capital redemption reserve was created for buy-back of shares and can be utilised for issuance of fully paid up bonus shares.

Equity Instruments through Other Comprehensive Income (OCI) - The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

a. Secured Loan repayable on demand from Banks

Outstanding loan is secured by hypothecation of inventories, trade receivables and all movable assets of the Company both present and future, wherever situated.

b. Unsecured loans repayable on demands

Unsecured loans repayable on demands outstanding as of H 120 crores for the current year ( March 31, 2024 : H 782 crores)

c. Unsecured Commercial papers from Banks and others

Commercial paper outstanding of H 50 crores for the current year ( March 31, 2024 : H 300 crores)

d. Bank returns / stock statements filed by the Company with its bankers are in agreement with books of account.

e. Funds raised on short term basis have not been utilised for long term purposes and spent for the purpose it were obtained.

Terms and conditions of the above financial liabilities:

Trade payables are non-interest bearing and are normally settled on 90-360 days terms For payables to related parties (refer note 39)

For explanations on the Company''s financial risk management processes, refer note 44 ''Financial risk management objectives and policies''.

Refer note 54 for the trade payables to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.

Pursuant to the search operations conducted by the Income Tax authorities in the earlier years, block assessment u/s 153A of the Income Tax Act 1961 (''the Act'') has been completed for the Assessment Years (''AY'') 2014-15 to 2020-21 for corporate tax and transfer pricing for the earlier years. During the year appellate authority adjudicated the matter in favour of the company, consequent to this order, the Company has reversed the tax provision amounting to INR 592 crore, provided in the books, which was made in the earlier years given the uncertainty over the allowability of the eligible expenditure.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Given that the Company does not have any intention to dispose investments in subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised. Similarly, the Company does not have any intention to dispose of its free hold and lease hold land in the foreseeable future, therefore, deferred tax asset on indexation benefit in relation to these assets has not been recognised.

* Refer note 54 for the provisions to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.

• Discount rate is based on yields (as on valuation date) of Government Bonds with a tenure similar to the expected working lifetime of the employees.

• The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

• Annual increase in Salary costs is based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

• Refer note 54 for the provisions to be transferred pursuant to Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations.

a. The Company''s performance obligation are satisfied upon shipment and payment is generally due by 45 to 270 days. The Company does not have any remaining performance obligation, as contracts entered for sale of products are for a shorter duration. There are no contracts for sale of services wherein performance obligation is unsatisfied, to which transaction price has been allocated.

There is no significant financing component in any transaction with the customers.

ii Defined benefit plan:

The Company operate defined benefit gratuity plan for its employees, which requires contributions to be made to a separately administered fund or a financial institution. It is governed by the Payment of Gratuity Act, 1972. Under the Act, all employee who has completed five years of service are entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. Provision for gratuity is based on actuarial valuation done by an independent actuary as at the year end. Each year, the Company review the level of funding in gratuity fund. The Company decides its contribution based on the results of its annual review. The Company aim to keep annual contributions relatively stable at a level such that the fund assets meets the requirements of gratuity payments in short to medium term. In case of , the fund is managed by Life Insurance Corporation (LIC) and every year the required contribution amount is paid to LIC.

Aforesaid post-employment benefit plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit. However, the risk is partially mitigated by investment in LIC managed fund.

Interest rate risk

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

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

The following tables set out the funded status and amounts recognised in the Standalone Financial Statements as at March 31, 2025 and March 31, 2024 for the Defined benefits plans:

The sensitivity analyses as above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

In presenting the sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Contingent liabilities

The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company''s businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

Note A: Disputed Income-Tax Liability

i) Income tax authorities have made various Transfer Pricing and Corporate Tax adjustments which has resulted into the demand. The assessee has preferred an appeal against addition and disallowance which are pending for disposal. Nature of addition - transfer Pricing Adjustment, disallowance u/s. 14A, deprecation on intangible assets and various other disallowances.

ii) It pertains to various on going litigation matters relating to Income Taxes which are at different stages. Some of the matters related to are as like Capital Gain, Goodwill etc.

Note B: Disputed Excise Duty / Service Tax liability

Related to Valuation matter, VABAL Licenses, denial of Cenvat/Service Tax Credit on Capital Goods/Naphtha/Sales Commission/ ISD/GTA, Self Credit of Central Excise Duty etc.

Note C: Disputed Sales Tax/ GST liability

Related to stock transfer treated as inter-state sales, demands for non-submission of various form, disallowance of input credit and others.

Note D: Disputed Custom Duty liability

Dispute related to use of VABAL licenses.

Note E: Disputed Fiscal Penalty for cancellation of licenses

Dispute related to the cancellation of VABAL bases licenses.

Note F: Claims against the Company not acknowledged as debts

Dispute related to the product liability claims.

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.

1. The remuneration of key management personnel is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for gratuity and compensated absence as separate actuarial valuation are not available.

2. Terms and conditions of transactions with related parties

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.

41 Hedging activities and derivatives

Derivatives not designated as hedging instruments

The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, These contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

(B) Measurement of fair value:

Valuation techniques and significant unobservable inputs:

(i) Financial instruments measured at fair value

Trade receivables, other financial assets (except derivative assets) and cash and cash equivalents

The carrying amount of trade receivables, other financial assets and cash and cash equivalents are approximate their fair values.

Financial assets under level 3 measured at fair value through profit or loss ("FVTPL") and other comprehensive income ("FVOCI").

Investment classified as FVTPL and FVOCI amount to INR 42 crore (March 31, 2024: INR 40 crore). The Group has used valuation technique as the Price of recent investment calibrated by using qualitative analysis approach. There is no material difference between cost and fair value of such investments. Management performs qualitative analysis as per its internal policy.

Other financial assets at fair value through other comprehensive income ("FVOCI")

The fair values of the remaining FVOCI and FVTPL financial assets are derived from quoted market prices in active markets. Hence there is no unobservable inputs and sensitivity analysis disclosed.The value of FVTPL investments measured at level 2 are driven by the prevailing local inter-bank rate.

Trade and other payables:

The carrying amount of trade and other payables approximate their fair value due to its short term nature.

(ii) Financial instrument measured at amortized cost:

The carrying amount of financial instruments carried at amortised cost approximately equals to the fair values in cetherate of interest charged is considered to at par with prevailing market rates of interest, and classified at level 2 of fair value hierarchy.

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.

44 Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31, 2025 and March 31, 2024, the Company''s hedge position is stated in Note 41. This foreign currency risk is hedged by using foreign currency forward contracts.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies is not material.

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

44 Financial risk management objectives and policies (continued)

Trade receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

45 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 31,2025 and March 31,2024.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Comapany has provided its related parties with long-term loans measured at amortised cost which are considered to have low credit risk. Management considers instruments to be low credit risk when they have a low risk of default, and the borrower has a strong capacity to meet its contractual cashflow obligation in near term. Long-term loan to related parties are held by the Company within a business model whose objective is to collect their contractual cash flows which are solely payments of principal and interest on the principal amount outstanding. Hence those financial assets are classified as at amortised cost.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2025 and March 31, 2024 is the carrying amounts as illustrated in Note 10.

Liquidity risk

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

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.

For year ended March 31, 2025

a) During the quarter ended December 31, 2024 exceptional item include gain on account of fair valuation of certain assets transferred on a slump sale basis as per Rule 11UAE of Income Tax Act 1961 of H 312 Crores and restructuring cost of H 57 crores, resulting from the above mentioned transfer of Specialty Chemicals business.

b) Pursuant to the approval granted by the Board of Directors, the Company has on November 19, 2024 alongwith other shareholders entered into definitive agreements under which Alpha Wave Global II, LP has invested US$ 350 million approx. H 3,041 crores to acquire approximately 12.5% stake in Advanta Enterprises Limited (''''Advanta"), a subsidiary of UPL Limited and a leading Global seed company that delivers innovative farming solutions and technology to farmers around the world. The transaction is a combination of a primary investment of US$ 100 million approx. ? 869 crores and a secondary sale of shares of US$ 250 million approx. H 2,172 crores. Pursuant to the above, Advanta has received the approval of Competition Commission of India on March 4, 2025, and the primary investment and secondary sale of investments was completed on March 26, 2025 and the gain on sale of investments of H 1,857 crores (net of expenses) is disclosed as exceptional item for year ended March 31, 2025.

For year ended March 31, 2024

c) Pursuant to a fire incident on 6^th May 2022, in a portion of one of the manufacturing plant in Ankleshwar Unit 1, certain property, plant and equipment, inventory and other assets were damaged. Basis valid insurance contracts with respect to the said loss, an insurance claim was recognised which is settled in the quarter and the company has received the claim amount of H22 Crores as final settlement. The claim amount includes reinstatement of the plant which is disclosed as exceptional item.

47 Income tax

Pursuant to the search operations conducted by the Income Tax authorities in the earlier years, block assessment u/s 153A of the Income Tax Act 1961 (''the Act'') has been completed for the Assessment Years (''AY'') 2014-15 to 2020-21 for corporate tax and transfer pricing for the earlier years. During the quarter appellate authority adjudicated the matter in favour of the company, consequent to this order, the Company has reversed the tax provision amounting to H 592 crore, provided in the books, which was made in the earlier years given the uncertainty over the allowability of the eligible expenditure. Further in case of three overseas subsidiaries of UPL Limited, the Indian income tax authorities have invoked provisions of ''Place of Effective Management in India'' for AY 2017-18 to AY 2020-21, and the provisions related to ''control and management wholly in India'' for AY 2014-15 to AY 2016-17 and have started tax proceedings against these companies in India during the earlier years. Based on legal advice, the subsidiaries have challenged the proceedings before the appropriate authorities. The subsidiaries have been advised by legal counsel that they have strong grounds to succeed in the above matters.

The transactions mentioned above are not in violation of Prevention of Money-Laundering Act, 2002 and are complied with the provisions of Foreign Exchange Management Act, 1999 and Companies Act, 2013.

B. The Company, has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

48 Ultimate Beneficiaries

A. The Company has not advanced or loaned or invested funds to any person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company, (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries, except as mentioned below:

52 Code on Social Security, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the standalone financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

Nature of CSR activities

Disaster Relief, Education, Skilling, Employment, Entrepreneurship, Health, Wellness and Water, Sanitation and Hygiene, Heritage The total amount (i.e. from continuing and discontinuing operations) has been considered for the above disclosure.

50 Segment information

The consolidated financial statements of the Company contain segment information as per Ind AS 108-Operating Segments accordingly separate segment information is not included in the Standalone financial statement.

Note: The information has been given in respect of such vendors to the extent they could be identified as Micro, and Small enterprises on the basis of information available with the Company.

The total amount (i.e. from continuing and discontinued operations) has been considered for the above disclosure.

54 Disclosure pursuant to Ind AS 105 "Non-current assets held for sale and discontinued operations":

(i) Specialty Chemical business:

The Board of Directors of the Company at its meeting held on June 23, 2023 has approved transfer of ''Specialty Chemicals'' business on a slump sale basis as a going concern to a wholly owned subsidiary, Superform Chemistries Limited (Formerly known as UPL Speciality Chemicals Limited) ("Superform"). The shareholders approved the restructuring in the Extra Ordinary General Meeting.

On December 01, 2024, the Company has completed the transfer of Net Assets aggregating to INR 6,135 crores for a consideration of INR 6,447 crores to Superform with the objective to establish Specialty Chemicals business as a pure play manufacturing platform on a global scale.

The ''Specialty Chemicals business'' is disclosed as Discontinued Operations in these results in accordance with Ind AS 105 ""Non-Current Assets Held for Sale and Discontinued Operations"" till the date of actual transfer i.e. December 01,2024. The financial results of the discontinued operations till the date of actual transfer i.e. December 01, 2024 are as under:

55 Other Statutory Information

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

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

(iv) 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.

(v) There are no charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period.

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

56 Key ratios (continued)

The total amount (i.e., from continuing and discontinuing operations) has been considered for the calculation of the above-mentioned ratios.

Note 1- Debt equity ratio/ Total Debts to Total Assets ratio/ Interest Service Coverage ratio has decreased due to decrease in borrowings during the year ended March 31, 2025 as compared to March 31, 2024

Note 2- Debt Service Coverage ratio has changed as there are no long term borrowing in the Company during the year ended March 31, 2025.

Note 3 - Debtors Turnover has changed due decrease in trade receivables during the year due to increase in collections from the debtors.

Note 4- Net capital turnover ratio has changed due to reduction in net working capital as at March 31, 2025, compared to March 31, 2024.

Note 5- Variance in net profit margin is due to gain on sale of investments and gain on slump sale resulting in higher profits during the year ended March 31, 2025 as compared to the year ended March 31, 2024

57 Events After Reporting Period

There are no subsequent events that require adjustment to the assumptions and disclosures in the standalone financial statements.

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Mar 31, 2024

k. 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

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in Other Comprehensive Income (OCI). The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into

account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in standalone statement of profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the standalone statement profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

The Company''s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

m. 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

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset''s contractual cash flow characteristics and the Company''s business model for managing them. The Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

Debt instruments at amortised cost

A ''debt instrument'' is measured at the amortised cost if both its 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 other income in the statement of profit or loss. The losses arising from impairment are recognised in the statement of profit or loss.

Debt instrument at FVTOCI

A ''debt instrument'' is classified at FVTOCI 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.

Debt instruments included within the FVTOCI 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 and reversals and foreign exchange gain or loss in the Profit and Loss. On de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI 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''). The company has designated certain debt instrument as at FVTPL.

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

Equity investments

All equity investments in the 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 subsequent changes in the fair value. The company

makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

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 the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale 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 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 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.

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, trade receivables and bank balance

b) Financial assets that are debt instruments and are measured as at FVTOCI

c) Lease receivables under Ind AS 116

d) 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 115 (referred to as contractual revenue receivables'' in these standalone financial statements)

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

- Trade receivables or contract revenue receivables; and

- All lease receivables resulting from transactions within the scope of Ind AS 116

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

The Company recognises 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 amortised 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.

n. Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or at amortised cost, 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 trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

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

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 company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.

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

Financial liability at amortised cost

After initial recognition, Financial liabilities which qualifies for classification as amortised cost are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in statement of 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 borrowings. For more information refer Note 18.

Financial guarantee contracts

Financial guarantee contracts issued by the company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

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 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 and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the 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.

o. Derivative financial instruments

Initial recognition and subsequent measurement

The Company uses derivative financial instruments, such as forward currency contracts, full currency swaps and interest rate swaps contracts to hedge its foreign currency risks and interest rate 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. Fair value changes are recognised in the statement of profit and loss.

p. Cash and cash equivalents

Cash and cash equivalents 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.

q. Cash dividend

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

r. 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 balance sheet 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 are recognised to the extent that it is reasonably certain 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 reasonably certain 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 realised 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.

Uncertain tax positions

Determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability.

s. Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related assets.

t. Earnings 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.

u. 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 consolidated financial statements of the Company as a whole. Common allocable costs are allocated to each segment on an appropriate basis.

v. 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 standalone 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 standalone financial statements.

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

w. Share Based Payments:

Equity-settled transactions:

Equity-settled share-based payments to employees are measured by reference to the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equitysettled share-based payments, is charged to statement of profit and loss on a systematic basis over the vesting period of the option, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in other equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to share based payment reserve.

x. Discontinued operations and non-current assets held for sale

Discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a major line of business.

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale is regarded met only when the assets are available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the asset or disposal of Company to be highly probable when:

- The appropriate level of management is committed to a plan to sell the asset,

- An active programme to locate a buyer and complete the plan has been initiated (if applicable),

- The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

- The sale is expected to qualify for recognition as a completed sale within one year from the date of classification , and

- Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell.

Once classified as held for sale, intangible assets, property, plant and equipment and investment properties are no longer amortised or depreciated, and equity- accounted investee is no longer equity accounted.

Non-current assets classified as held-for-sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

y. Recent pronouncement

Recent Indian Accounting Standards (Ind AS)

The accounting policies applied in these standalone financial statements are the same as those applied in the last audited standalone financial statements except for standards applied during the period as mentioned below. These new standards are effective from 1 April 2023, but they do not have a material effect on the Company''s financial statements.

Ind AS 1 - Presentation of Financial Statements

Ind as 1 - 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.

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

Ind 8 - 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.

Ind AS 12 - Income Taxes

Ind 12 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.

2.3 Significant accounting estimates, assumptions and judgements

The preparation of the Company''s standalone 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 effected 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 standalone 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.

Defined benefit plans (gratuity benefits)

A liability in respect of defined benefit plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the plan''s assets. The present value of the defined benefit obligation is based on expected future payments at the reporting date, calculated annually by independent actuaries. Consideration is given to expected

future salary levels, experience of employee departures and periods of service. Refer note 37 for details of the key assumptions used in determining the accounting for these plans.

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. 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 Notes 42 and 43 for further disclosures.

Provision against obsolete and slow-moving inventories

The Company reviews the condition of its inventories and makes provision against obsolete and slow-moving inventory items which are identified as no longer suitable for sale or use. Company estimates the net realisable value for such inventories based primarily on the latest invoice prices and current market conditions. The Company carries out an inventory review at each balance sheet date and makes provision against obsolete and slow-moving items. The Company reassesses the estimation on each balance sheet date. Refer note 12.

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model on trade receivables. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

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 Company 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.

Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

Impairment of investments in subsidiaries

The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the standalone statement of profit and loss.

Discount/incentives and sales return

The Company recognises the accruals for discount/ incentives and returns based on accumulated experience and underlying schemes and agreements with customers.

Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. 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 noncancellable period of a lease, together with both periods covered by an option to extend 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. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

C. Equity shares movement during the 5 years preceding March 31, 2024

The Board of Directors of the Company at its meeting held on 2^nd March 2022, approved the proposal to buy-back fully paid-up equity shares of face value of H 2/- each from the equity shareholders of the Company (other than the promoters, the promoter''s group and persons in control of the Company). The Company completed acquisition of 13,437,815 equity shares having face value of H 2 per share at aggregate consideration of H 1,094 crores on 25^th May 2022 and consequently extinguished such shares in accordance with applicable regulations. Further the Company has discharged H 261 crores towards buyback tax liability under the Income Tax Act, 1961 and other ancillary expenses.

D. Equity shares allotted as bonus shares, for consideration without cash pursuant to contract and shares bought back during the 5 years preceding March 31, 2024

- Equity shares issued as bonus

The Company allotted 254,671,335 equity shares as fully paid up bonus shares on July 4, 2019 by utilising capital redemption reserve amounting to H 38 crores and Securities premium amounting to H 13 crores, pursuant to an ordinary resolution passed after taking the consent of shareholders.

E. The below mentioned shares were allotted under various ESOP Schemes in last 5 years i.e. from April 1, 2019 to March 31, 2024:

- 43725 Shares under Advanta India Limited Employees Stock Option and Shares Plan - 2006,

- 66491 Shares under Advanta Employee Stock Option Plan - 2013 and

- 22500 Shares under UPL Limited - Employee Stock Option Plan - 2017.

F. Proposal for issue of equity shares on rights issue basis to the eligible equity shareholders of the Company.

The Board of Directors of the Company (the “Board") at its meeting held on 22^nd December, 2023, approved the proposal for fund raising for an amount aggregating upto H 4,200 crores subject to receipt of statutory / regulatory approvals, as may be required under applicable law, by way of issue of equity shares on rights issue basis to the eligible equity shareholders of the Company as on the record date (to be determined and notified subsequently), in accordance with the applicable laws including the Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018 as amended from time to time.

H. GDR Details

As on March 31,2024 there were 2,71,84,060 outstanding GDRs (representing 5,43,68,120 underlying equity shares, constituting 7.24% paid-up equity share capital of the Company) under the GDR programme listed on Singapore Stock Exchange and IOB segment of London Stock Exchange. Out of these 1,47,71,012 GDRs, representing 2,95,42,024 equity shares (3.94% of paid up share capital) are held by Promoter and Promoter Group.

Another GDR programme which was listed on Luxembourg Stock Exchange and subsequently terminated / closed in the year 2020 has 25,500 underlying shares being held by erstwhile depository bank viz CITIBANK N.A., due to non-identification of the beneficiary/ies by the depository bank.

Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders

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 Reserve". 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. Also fair valuation gain on transfer of net assets under business restructuring are transferred to capital reserve.

Debenture Redemption Reserve (DRR)- The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the company to create DRR out of profits of the Company available for payment of dividend. DRR has been created for an amount which is equal to 25% of the value of debentures issued.

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 subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.

Capital redemption reserve- Capital redemption reserve was created for buy-back of shares and can be utilised for issuance of fully paid up bonus shares.

Equity Instruments through Other Comprehensive Income (OCI) - Equity Instruments through OCI includes remeasurements of defined benefit liability / asset comprises of actuarial gain and losses and return on plan assets (excluding interest income)

Contingent liabilities

The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company''s businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.

Note A: Disputed Income-Tax Liability (excluding interest)

i) Income tax authorities have made various Transfer Pricing and Corporate Tax adjustments which has resulted into the demand. The assessee has preferred an appeal against addition and disallowance which are pending for disposal. Nature of addition - transfer Pricing Adjustment, disallowance u/s. 14A, deprecation on intangible assets and various other disallowances.

ii) It pertains to various ongoing litigation matters relating to Income Taxes which are at different stages. Some of the matters related to are as like Capital Gain, Goodwill etc.

Note B: Disputed Excise Duty / Service Tax liability (excluding interest)

Related to Valuation matter, VABAL Licenses, denial of Cenvat/Service Tax Credit on Capital Goods/Naphtha/Sales Commission/ISD/ GTA, Self Credit of Central Excise Duty etc.

Note C: Disputed Sales Tax/ GST liability

Related to stock transfer treated as inter-state sales, demands for non-submission of various form, disallowance of input credit and others.

Note D: Disputed Custom Duty liability

Dispute related to use of VABAL licenses.

Note E: Disputed Fiscal Penalty for cancellation of licenses

Dispute related to the cancellation of VABAL bases licenses.

Note F: Claims against the Company not acknowledged as debts

Dispute related to the product liability claims.

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

i. plaintiffs / parties have not claimed an amount of money damages, unless management can otherwise determine an appropriate amount;

ii. the proceedings are in early stages;

iii. there is uncertainty as to the outcome of pending appeals or motions or negotiations;

iv. there are significant factual issues to be resolved; and/or

v. there are novel legal issues presented.

However, in respect of the above matters, management does not believe, based on currently available information, that the outcomes of the litigation, will have a material adverse effect on the Company''s standalone financial condition, though the outcomes could be material to the Group''s operating results for any particular period, depending, in part, upon the operating results for such period.

Pursuant to the judgment of the Supreme Court of India on February 28, 2019 regarding the allowances to be considered for computing Provident Fund liability, certain components of compensation hitherto excluded from PF need to be included. There are interpretative challenges in application of the judgment retrospectively and the Company has been legally advised that the judgment would be applicable prospectively.

(B) Measurement of fair value:

Valuation techniques and significant unobservable inputs:

(i) Financial instruments measured at fair value

Trade receivables, other financial assets (except derivative assets) and cash and cash equivalents

The carrying amount of trade receivables, other financial assets and cash and cash equivalents are approximate their fair values.

Financial assets under level 3 measured at fair value through profit or loss ("FVTPL") and other comprehensive income ("FVOCI").

Investment classified as FVTPL and FVOCI amount to H 40 crore (March 31,2023: H 40 crore). The Group has used valuation technique as the Price of recent investment calibrated by using qualitative analysis approach. There is no material difference between cost and fair value of such investments. Management performs qualitative analysis as per its internal policy.

Other financial assets at fair value through other comprehensive income ("FVOCI")

The fair values of the remaining FVOCI and FVTPL financial assets are derived from quoted market prices in active markets. Hence there is no unobservable inputs and sensitivity analysis disclosed.The value of FVTPL investments measured at level 2 are driven by the prevailing local inter-bank rate.

Trade and other payables:

The carrying amount of trade and other payables approximate their fair value due to its short term nature.

(ii) Financial instrument measured at amortized cost:

The carrying amount of financial instruments carried at amortised cost approximately equals to the fair values in cetherate of interest charged is considered to at par with prevailing market rates of interest, and classified at level 2 of fair value hierarchy.

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 Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

44. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31,2024 and March 31,2023, the Company''s hedge position is stated in Note 41. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2024 and March 31,2023 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and contract assets

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outco

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Mar 31, 2023

35. Contingent liabilities

The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company''s businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

	As at March 31, 2023	As at March 31, 2022
Disputed Income-Tax Liability (excluding interest)	25	26
Disputed Excise Duty / Service Tax liability (excluding interest)	181	182
Disputed Sales Tax/ GST liability	58	52
Disputed Custom Duty liability	22	22
Disputed Fiscal Penalty for cancellation of licenses	33	33
Claims against the Company not acknowledged as debts	1	1

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

i. plaintiffs / parties have not claimed an amount of money damages, unless management can otherwise determine an appropriate amount;

ii. the proceedings are in early stages;

iii. there is uncertainty as to the outcome of pending appeals or motions or negotiations;

iv. there are significant factual issues to be resolved; and/or

v. there are novel legal issues presented.

However, in respect of the above matters, management does not believe, based on currently available information, that the outcomes of the litigation, will have a material adverse effect on the Company''s standalone financial condition, though the outcomes could be material to the Group''s operating results for any particular period, depending, in part, upon the operating results for such period.

Pursuant to the judgment of the Supreme Court of India on February 28, 2019 regarding the allowances to be considered for computing Provident Fund liability, certain components of compensation hitherto excluded from PF need to be included. There are interpretative challenges in application of the judgment retrospectively and the Company has been legally advised that the judgment would be applicable prospectively.

1. The remuneration of key management personnel is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for gratuity and compensated absence as separate actuarial valuation are not available.

2. Terms and conditions of transactions with related parties

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.

38. Hedging activities and derivatives

Derivatives not designated as hedging instruments

The Company uses full currency interest rate swap and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

39. Category-wise classification of financial instruments (Contd.)

(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 fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other noncurrent financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

- The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

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

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

- The fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own nonperformance risk as at March 31, 2023 was assessed to be insignificant.

- The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

(ii) Financial instrument measured at amortized cost:

The carrying amount of financial assets and financial liability measured at amortized cost in the standalone financial statements are a 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.

40. Fair Value hierarchy

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

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

41. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31, 2022, the Company''s hedge position is stated in Note 38. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies is not material.

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and contract assets

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2023 and March 31, 2022 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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.

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, 2023 and March 31,2022.

have been challenged before the appropriate authorities. The Company has been advised by legal counsel that they have strong grounds to succeed in the above matters.

45. Amalgamation with Advanta Limited

The Hon''ble High Court of Gujarat vide its order dated June 23, 2016 had sanctioned the Scheme of Amalgamation of Advanta Limited with the Company with an appointed date of April 1, 2015. In accordance with the provisions of the scheme and as approved by the High Court, the amalgamation was accounted for under the purchase method specified in Accounting Standard 14 - ''Accounting for Amalgamations'' which is different from Ind AS 103 ''Business Combinations''. As per the Court approval the goodwill arising on amalgamation is being amortised over a period of ten years from the appointed date, which is not amortised under Ind AS 103 but only tested for impairment.

If the Company had the accounting treatment prescribed under Ind AS 103 been followed, general reserves at 31st March 2023 and 31st March 2022 would have been lower by I 870 and I 1,115 crores respectively with consequential impact on profit after tax reported for the year ended 31st March 2023 and 31st March 2022 would have been higher by I 246 crores and I 370 crores respectively. Subsequently the said goodwill has been transferred to Advanta Enterprises Limited as part of the Business Transfer Agreement with effect from 30th November 2022.

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

* There is no net debt outstanding as at March 31, 2023 so this ratio is not applicable for the year ended March 31, 2023.

(i) Losses due fire at factory- Ankleshwar

Pursuant to a fire incident on 6th May 2022, in a portion of one of the manufacturing plant in Ankleshwar Unit 1, certain property, plant and equipment, inventory and other assets were damaged. During the year, the Company has written off net book value of assets damaged and inventory, and recognized provision for employee compensation aggregating I 31 crores. Basis valid insurance contracts with respect to the said loss, an insurance claim of I 19 crores was recognised and received during the year and balance I 12 crores booked as expenses under exceptional items.

44. Income tax

Pursuant to the search operations conducted by the Income Tax authorities in the prior year, block assessment u/s 153A of the Income Tax Act 1961 (''the Act'') has been completed for the Assessment Years (''AY'') 2014-15 to 2020-21 for corporate tax and transfer pricing in the previous quarter. The Company has evaluated these orders and considering the proposed rectification applications to the assessment orders, adequate tax provisions has already been made in the books of accounts in prior years. Furthermore, based on the legal advice, the Company has also challenged the assessment orders before the appropriate authority. Further, in case of certain overseas subsidiaries of the Company, the Indian income tax authorities have invoked provisions of ''Place of Effective Management in India'' for AY 2017-18 to AY 2020-21, and the provisions related to ''control and management wholly in India'' for AY 2014-15 to AY 2016-17 and have started tax proceedings against these companies in India during the year. Based on legal advice, the entire proceedings

Nature of CSR activities

Disaster Relief, Education, Skilling, Employment, Entrepreneurship, Health, Wellness and Water, Sanitation and Hygiene, Heritage

47. Segment information

The consolidated financial statements of the Company contain segment information as per Ind AS 108-Operating Segments accordingly separate segment information is not included in the Standalone financial statement.

48. Leases

Leases as lessee

Qualitative Note: Nature of the lessee''s leasing activities.

The discount rate reflect management''s estimate of risk specific to each CGU. The cashflow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate was determined based on Management''s estimate of the long term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.

Sensitivity Analysis:

The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount of CGU to which goodwill is allocated. The management believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGU.

51. Code on Social Security, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the standalone financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

53. Other Statutory Information

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

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

(iv) 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.

(v) There are no charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period.

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

55. Restructuring of Business

Pursuant to approval of lenders'', shareholders'', and Competition Commissioner of India the Company completed the

reorganisation of below divisions on slump sale basis -

a. The Company''s Seeds business is consolidated under ''Advanta Enterprises Limited'', a subsidiary of the Company in India. On 30 November 2022, the Company transferred net assets to Advanta Enterprises Limited (''AEL'') for a consideration of I 667 crores as part of seeds business consolidation. Private equity investor Kohlberg Kravis Roberts & Co (KKR) has invested I 2,474 Crores for minority stake of 13.63% in Advanta Enterprises Limited.

b. I n India, a new ''Integrated Agtech Platform'' is created under UPL Sustainable Agri Solutions Limited (''UPL SAS''), a subsidiary of the Company which includes crop protection business of the Company and its subsidiary, SWAL Corporation Limited, farm services business of the Company and its subsidiary, Nurture Agtech Private Limited(''NAPL''). On 31 December 2022, the Company has transferred net assets to UPL SAS and Nurture Agtech Private Limited of I 1,460 crores and I 301 crores respectively. Private equity investors - TPG, ADIA and Brookfield have invested 1,580 Crores for minority stake of 9.09% in UPL Sustainable Agri Solutions Limited.

56. Event After Reporting Period

There are no subsequent events that require adjustment to the assumptions and disclosures in the standalone financial statements.

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Mar 31, 2022

Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders

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 Reserve". 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.

Debenture Redemption Reserve (DRR)- The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the company to create DRR out of profits of the Company available for payment of dividend. DRR has been created for an amount which is equal to 25% of the value of debentures issued.

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 subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.

Equity Instruments through Other Comprehensive Income (OCI) - Equity Instruments through OCI includes remeasurements of defined benefit liability / asset comprises of actuarial gain and losses and return on plan assets (excluding interest income)

a. Unsecured Redeemable Non-Convertible Debentures (NCD''s)

i) The current maturities of long term borrowings include ''9 crores (March 31, 2021: ''32 crores) pertaining to interest accrued but not due on account of recognition of debentures at amortised cost as per EIR method.

ii) NCDs of face value amounting to ''150 crores (March 31, 2021: ''150 crores) have been issued and are redeemable at par at the end of 10^th year i.e June, 2022 from the date of allotment. Out of the above, NCDs amounting to ''90 crores have already been bought back by the Company

iii) NCDs of face value aggregating to ''75 crores (March 31, 2021: ''75 crores) are redeemable at par at the end of 12^th year i.e. October 2022 from the date of allotment.

iv) NCDs of face value aggregating to ''Nil (March 31, 2021: ''75 crores) redeemable at par at the end of 11^th year i.e. October 2021. This NCDs have been fully repaid during the year

v) NCDs of face value amounting to ''Nil (March 31, 2021: ''250 crores) redeemable at par at the end of 15^th year i.e July 2026 from the date of allotment The NCDs had a call option at the end of 10^th year from the date of allotment, during the year the Company has exercised the call options and repaid the NCDs.

vi) NCDs mentioned above carry a coupon rate ranging from 10.40% to 10.47%.

b. Secured Loan repayable on demand from Banks

Outstanding loan is secured by hypothecation of inventories, trade receivables and all movable assets of the

Company both present and future, wherever situated

14. BORROWINGS (CONTD.)

c. Unsecured loans repayable on demands

Unsecured loans repayable on demands outstanding as of ''493 crores for the current year (March 31, 2021: ''252 crores)

d. Unsecured Commercial papers from Banks and others

Commercial paper outstanding of ''725 crores for the current year (March 31, 2021: ''150 crores

e. Bank returns / stock statements filed by the Company with its bankers are in agreement with books of account.

f. Funds raised on short term basis have not been utilised for long term purposes and spent for the purpose it were obtained.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Given that the Company does not have any intention to dispose investments in subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised. Similarly, the Company does not have any intention to dispose of its free hold and lease hold land in the foreseeable future, therefore, deferred tax asset on indexation benefit in relation to these assets has not been recognised.

- Discount rate is based on yields (as on valuation date) of Government Bonds with a tenure similar to the expected working lifetime of the employees.

- The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

- Annual increase in Salary costs is based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

Discounts / Rebates / Incentives

The Company issues multiple discount schemes to its customers in order to capture market share. The Company makes accruals for the discount it expects to give to its customers based on the terms of the schemes. Revenue is adjusted for the expected value of discount to be given

Sales returns

The Company accrues based on the previous history of sales return. Revenue is adjusted for the expected value of return.

a. The management determines that the segment information reported under Note 47 Segment reporting is sufficient to meet the disclosure objective with respect to disaggregation of revenue under Ind AS 115 Revenue from contract with Customers. Hence, no separate disclosures of disaggregated revenues are reported.

b. The Company''s performance obligation are satisfied upon shipment and payment is generally due by 45 to 270 days.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

35. CONTINGENT LIABILITIES

The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company''s businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

'' in Crores
	As at	As at
	March 31,2022	March 31, 2021
Disputed Income-Tax Liability (excluding interest)	26	33
Disputed Excise Duty / Service Tax liability (excluding interest)	182	186
Disputed Sales Tax/ GST liability	20	25
Disputed Custom Duty liability	22	22
Disputed Fiscal Penalty for cancellation of licenses	33	33
Claims against the Company not acknowledged as debts	1	4

• Discount rate is based on yields (as on valuation date) of Government Bonds with a tenure similar to the expected working lifetime of the employees.

• The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

• Annual increase in Salary costs is based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

i. plaintiffs / parties have not claimed an amount of money damages, unless management can otherwise determine an appropriate amount;

ii. the proceedings are in early stages;

iii. there is uncertainty as to the outcome of pending appeals or motions or negotiations;

iv. there are significant factual issues to be resolved; and/or

v. there are novel legal issues presented.

However, in respect of the above matters, management does not believe, based on currently available information, that the outcomes of the litigation, will have a material adverse effect on the Company''s standalone financial condition, though the outcomes could be material to the Group''s operating results for any particular period, depending, in part, upon the operating results for such period.

Pursuant to the judgment of the Supreme Court of India on February 28, 2019 regarding the allowances to be considered for computing Provident Fund liability, certain components of compensation hitherto excluded from PF need to be included. There are interpretative challenges in application of the judgment retrospectively and the Company has been legally advised that the judgment would be applicable prospectively. The standalone financial statements disclose a contingent liability in this regard. No provision has been made for the year ended March 31, 2022 and March 31, 2021.

38. HEDGING ACTIVITIES AND DERIVATIVES

Derivatives not designated as hedging instruments

The Company uses full currency interest rate swap and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, These contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

(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 fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

• The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

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

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

• The fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2022 was assessed to be insignificant.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

(ii) Financial instrument measured at amortized cost:

The carrying amount of financial assets and financial liability measured at amortized cost in the standalone financial statements are a 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.

40. FAIR VALUE HIERARCHY

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

41. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31, 2022, the Company''s hedge position is stated in Note 38. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies is not material.

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and contract assets

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2022 and March 31, 2021 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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.

42. 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, 2022 and March 31,2021.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents.

(i) Losses due fire at factory- Jhagadia

Pursuant to a fire incident on February 23, 2021 at Unit-5, Jhagadia in Gujarat, certain property, plant and equipment, inventory and other assets were damaged. During the year ended March 31,2021, the Company had written off net book value of assets damaged and inventory and recognized provision for employee compensation aggregating ''194 crores. Basis valid insurance contracts with respect to the said loss, a minimum insurance claim receivable of ''179 crores was recognized related to damage caused property, plant and equipment and inventory as at March 31, 2021. During the year, the claim related to property, plant and equipment was settled and the Company received the total claim amount of ''138 crores as final settlement from the insurance company. The claim amount includes ''6 crores net of escalation received, amount disallowed / other adjustments which is shown as exceptional cost.

44. INCOME TAX

Pursuant to the search operations conducted by the Income Tax authorities in the prior year, block assessment u/s 153A of the Income Tax Act 1961 (''the Act'') has been completed for the Assessment Years (''AY'') 2014-15 to 2020-21 for corporate tax and transfer pricing in the previous quarter. The Company has evaluated these orders and considering the proposed rectification applications to the assessment orders, adequate tax provisions has already been made in the books of accounts in prior years. Furthermore, based on the legal advice, the Company has also challenged the assessment orders before the appropriate authority. Further, in case of certain overseas subsidiaries of the Company, the Indian income tax authorities have invoked provisions of ''Place of Effective Management in India'' for AY 2017-18 to AY 2020-21, and the provisions related to ''control and management wholly in India'' for AY 2014-15 to AY 2016-17 and have started tax proceedings against these companies in India during the year. Based on legal advice, the entire proceedings have been challenged before the appropriate authorities. The Company has been advised by legal counsel that they have strong grounds to succeed in the above matters.

45. AMALGAMATION WITH ADVANTA LIMITED

The Hon''ble High Court of Gujarat vide its order dated June 23, 2016 had sanctioned the Scheme of Amalgamation of Advanta Limited with the Company with an appointed date of April 1, 2015. In accordance with the provisions of the scheme and as approved by the High Court, the amalgamation was accounted for under the purchase method specified in Accounting Standard 14 - ''Accounting for Amalgamations'' which is different from Ind AS 103 ''Business Combinations''. As per the Court approval the goodwill arising on amalgamation is being amortised over a period of ten years from the appointed date, which is not amortised under Ind AS 103 but only tested for impairment.

If the Company had accounted for amalgamation as per Ind AS 103, profit for the year March 31, 2022 and March 31, 2021 would have been higher by ''370 crores respectively and equity as at March 31,2022 and March 31, 2021 would have been lower by ''1,115 crores and ''1,485 crores respectively with consequential impact on goodwill.

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

(i) The business of the Company is divided into two business segments. These segments are the basis for management control and hence form the basis for reporting. The business of each segment comprises of:

a) Agro activity - This is the main area of the Company''s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

b) Non-agro activity - Non agro activities includes manufacture and marketing of industrial chemical and other non agricultural related products.

(ii) Segment revenue in the above segments includes sales of products net of taxes.

(iii) Inter segment revenue is taken as comparable third party average selling price for the year.

(iv) Segment revenue in the geographical segments considered for disclosure are as follows:

a) Revenue within India includes sales to customers located within India.

b) Revenue outside India includes sales to end customers located outside India

(v) Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

(vi) The Company does not have any customer (other than following related parties), with whom revenue from transactions is more than 10% of Company''s total revenue.

The discount rate reflect management''s estimate of risk specific to each CGU. The cashflow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate was determined based on Management''s estimate of the long term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.

Sensitivity Analysis:

The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount of CGU to which goodwill is allocated. The management believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGU.

51. CODE ON SOCIAL SECURITY, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the standalone financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

53. OTHER STATUTORY INFORMATION

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

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

(iv) 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.

(v) There are no charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period.

Note 1- Debt equity ratio has increased due to increase in borrowings during the year ended March 31,2022 as compared to March 31, 2021

Note 2- Long term Debt to Working Capital/Debt Service Coverage/Interest Service Coverage ratio has changed due to repayment of long term borrowings during the year ended March 31, 2022

Note 3- Variance is due to increase in profits during the year ended March 31, 2022 as compared to the year ended March 31, 2021

Note 4- Variance is mainly due to increase in profits on account of higher sales volumes and dividend income received during the year ended March 31, 2022 as compared to the year ended March 31, 2021

55. EVENT AFTER REPORTING PERIOD

On May 6, 2022 an unfortunate incidence of fire occurred in a portion of one of the manufacturing plants in Ankleshwar Unit 1. The written down value of the property plant and equipment''s was ''32 crores and inventories was ''5 crores as on March 31, 2022. Management has taken all relevant steps of informing insurance company about this incident and the company is assessing the damage value. Management believes that the damages are covered by the insurance policies.

56. REGROUPING

The figures for the previous periods have been regrouped/ rearranged wherever necessary to confirm to the current period classification in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013.

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Mar 31, 2021

Terms/rights attached to equity shares

The Company has one class of equity shares having par value of '' 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

12. SHARE CAPITAL (CONTD.)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the 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.

During the year ended March, 2021, the amount of per share dividend proposed as distributions to equity shareholders is '' 10 (March, 2020: '' 6).

Equity shares movement during the 5 years preceding March 31, 2021.A. Equity shares allotted as bonus shares, for consideration without cash pursuant to contract and shares bought back during the 5 years preceding March 31, 2021.Equity shares issued as bonus

The Company allotted 254,671,335 equity shares as fully paid-up bonus shares on July 4, 2019 by utilising capital redemption reserve amounting to ''38 crore and Securities premium amounting to ''13 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders.

B. Conversion of Compulsory convertible preference share (CCPS) and optionally convertible preference share (OCPS).

During the year ended March 31,2018, the Company has allotted 2,224,287 on conversion of Compulsory convertible preference share (CCPS) and optionally convertible preference share (OCPS).

As per the 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.

As on March 31, 2021, there were 63,181,408 outstanding GDRs (March 31, 2020: 63,439,593) under two different programmes out of which 63155908 GDRs are listed on Singapore Stock Exchange Ltd. During the year, the Company has terminated 2,58,180 (0.03379%) unlisted GDRs out of 2,83,680 (0.03713%) unlisted GDRs representing equal number of equity shares effective from May 14, 2020. 25,500 GDRs are unlisted in Luxembourg and under termination process.

Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders.

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 Reserve". 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 Redemption Reserve - Capital Redemption Reserve was created for buy-back of shares and can be utilised for issuance of fully paid-up bonus shares.

Capital Reserve - The Company recognises profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve.

Debenture Redemption Reserve (DRR) - The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the Company to create DRR out of profits of the Company available for payment of dividend. DRR has been created for an amount which is equal to 25% of the value of debentures issued.

Share Based Payment Reserve - The Company has an employee stock option scheme under which the option to subscribe for the companies share have been granted to the key employees and directors. The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to the key employees as part of their remuneration. Refer to note 34 for further details of the scheme.

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 subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.

Equity Instruments through Other Comprehensive Income (OCI) - Equity Instruments through OCI includes remeasurements of defined benefit liability/asset comprises of actuarial gain and losses and return on plan assets (excluding interest income).

a) Unsecured Redeemable Non-convertible Debentures (NCD''s)

i) The current maturities of long term borrowings include ''32 crore (March 31, 2020: '' 33 crore) pertaining to interest accrued but not due on account of recognition of debentures at amortised cost as per EIR method.

ii) NCDs of face value amounting to '' 150 crore (March 31, 2020: '' 150 crore) have been issued and are redeemable at par at the end of 10^th year '' 150 crore i.e. June, 2022 from the date of allotment. Out of the above, NCDs amounting to '' 90 crore have been bought back by the Company.

iii) NCDs of face value amounting to '' 250 crore (March 31, 2020: '' 250 crore) are redeemable at par at the end of 15^th year i.e. July 2026 from the date of allotment. The NCDs carry a call option at the end of 10^th year from the date of allotment.

iv) NCDs of face value aggregating to '' 150 crore (March 31, 2020: '' 150 crore) have been issued under three series. These redeemable at par ''75 crore each at the end of 12^th year and 11^th year i.e. October 2022 and October 2021 respectively from the date of allotment.

v) NCDs mentioned above carry a coupon rate ranging from 10.40% to 10.70%.

b) Secured Loan repayable on demand from Banks

Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movable assets of the Company both present and future, wherever situated.

c) Unsecured loans repayable on demands

Unsecured loans repayable on demands outstanding as of ''252 crore for the current year (March 31, 2020: '' 288 crore).

d) Unsecured Commercial papers from Banks and others

Commercial paper outstanding of ''150 crore for the current year (March 31, 2020: '' Nil).

On December 12, 2019, vide The Taxation Laws (Amendment) Act, 2019 (''the Act''), the Government of India inserted Section 115BAA in the Income Tax Act, 1961 which provides domestic companies a non-reversible option to pay corporate tax at reduced rates effective April 1, 2019, subject to certain conditions. The Company has evaluated the impact the Ordinance will have on its current and future taxable income till with financial year 2026-27. Basis the said evaluation, the Company has decided not to avail the choice of the reduced tax rate in the foreseeable future.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Given that the Company does not have any intention to dispose investments in subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised. Similarly, the Company does not have any intention to dispose of its free hold and lease hold land in the foreseeable future, therefore, deferred tax asset on indexation benefit in relation to these assets has not been recognised.

Discount rate is based on yields (as on valuation date) of Government Bonds with a tenure similar to the expected working lifetime of the employees.

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

Annual increase in Salary costs is based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market.

c) (i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above

pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

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

(iii) The Company''s pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.

d) A competitor had filed a litigation against the Company and a subsidiary of the Company for misappropriation of trade secrets, tortious interference, infringement of patent, loss of profits and unjust enrichment. On October 11, 2019 a jury in the federal district court rendered a verdict against the subsidiary for an aggregate amount of approximately '' 233 crore. While the Company sought to remedy the adverse decision of the jury through the posttrial motions, this amount was provided for in the previous year as an exceptional item in the statement of profit and loss of the consolidated financial statements. The Company received a final court order reducing the damages from approximately '' 233 crore to approximately '' 95 crore plus interest. Accordingly, an amount of '' 117 crore was written back to exceptional item in the consolidated statement of profit and loss. In March 2021 the Company has reached a settlement with the competitor whereby this and all other pending litigation between them were settled without any additional compensation to either parties.

e) Pursuant to the judgement of the Supreme Court of India on February 28, 2019 regarding the allowances to be considered for computing Provident Fund liability, certain components of compensation hitherto excluded from PF need to be included. There are interpretative challenges in application of the judgement retrospectively and the Company has been legally advised that the judgement would be applicable prospectively. The standalone financial statements disclose a contingent liability in this regard. No provision has been made for the year ended March 31, 2021 and March 31, 2020.

1. The remuneration of key management personnel is determined by the remuneration committee having regard to the performance of individuals and market trends. The above figures do not include provisions for gratuity and compensated absence as separate actuarial valuation are not available.

2. Terms and conditions of transactions with related parties

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.

37. CAPITALISATION OF EXPENDITURE

During the year, the Company has capitalised the following expenses of revenue nature to the cost of property, plant and equipment/capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalised by the Company.

38. HEDGING ACTIVITIES AND DERIVATIVES Derivatives not designated as hedging instruments

The Company uses full currency interest rate swap and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, These contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

(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 fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other noncurrent financial liabilities is estimated by discounting future cash flows us ing rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

39. CATEGORY-WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONTD.)

- The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

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

- The fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2021 was assessed to be insignificant.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

(ii) Financial instrument measured at amortised cost:

The carrying amount of financial assets and financial liability measured at amortised cost in the financial statements are a 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.

40. FAIR VALUE HIERARCHY

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

41. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

41. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31, 2021, the Company''s hedge position is stated in Note 38. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies is not material.

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and contract assets

Customser credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

Set out below is the information about the credit risk exposure on the Company''s trade receivables and contract assets using a provision matrix:

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2021, March 31, 2020 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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.

42. 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, 2021 and March 31, 2020.

44. SPECIFIED BANK NOTES

The disclosures regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made in these financial statements since the requirement does not pertain to financial year ended March 31, 2021.

45. AMALGAMATION WITH ADVANTA LIMITED

The Hon''ble High Court of Gujarat vide its order dated June 23, 2016 had sanctioned the Scheme of Amalgamation of Advanta Limited with the Company with an appointed date of April 1, 2015. In accordance with the provisions of the scheme and as approved by the High Court, the amalgamation was accounted for under the purchase method specified in Accounting Standard 14 - ''Accounting for Amalgamations'' which is different from Ind AS 103 ''Business Combinations''. As per the Court approval the goodwill arising on amalgamation is being amortised over a period of ten years from the appointed date, which is not amortised under Ind AS 103 but only tested for impairment.

If the Company had accounted for amalgamation as per Ind AS 103, profit for the years ended March 31, 2021 and March 31, 2020 would have been higher by ''370 crore respectively and goodwill and equity as at March 31, 2021 and March 31, 2020 would have been higher '' 2,212 crore and ''1,842 crore respectively.

(i) Losses due fire at factory

On February 23, 2021 there was a fire at Unit-5, Jhagadia in Gujarat. In this incident certain property, plant and equipment, inventory and other assets were damaged. The Company lodged an initial estimate of loss with the insurance companies and the survey is currently ongoing. During the year ended March 31, 2021, the Company has written off net book value of assets damaged and employee compensation aggregating '' 194 crore and recognised, basis valid insurance contracts with respect to the said loss, a minimum insurance claim receivable of '' 179 crore. During the year the Company has received an interim relief by way of on account payments from the insurance companies towards assets and inventories aggregating of '' 31crore and the same has been adjusted against the claims receivable.

(ii) Compensation to Gujarat Pollution Control Board

Exceptional items for the year ended March 31, 2020 pertain to amount paid by the Company for towards compensation to Gujarat Pollution Control Board.

49. GOODWILL IMPAIRMENT

For the purpose of impairment testing, goodwill has been allocated to the Company''s CGU of ''1,485 crore.

The recoverable amount of the CGUs have been determined based on the value in use, determining by discounting the future cash flows to be generated from the continuing use of the CGU. Discount rates reflect Management''s estimate of risk specific to each CGU. The key assumptions used in the estimation of the recoverable amount are set out below.

The discount rate reflect management''s estimate of risk specific to each CGU. The cashflow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate was determined based on Management''s estimate of the long term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.

Sensitivity Analysis:

The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount of CGU to which goodwill is allocated. The management believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGU.

50. INCOME TAX

On January 22, 2020, the Income Tax Department conducted searches at the premises of the Company. Subsequently, the Company received notices under the Income Tax Act for filing the Income Tax Returns/revised returns for past years. In compliance to said notices, Company has filed its return of Income. Further, the Income Tax Department has issued notices to the Company calling for certain preliminary information. The Company is in the process of responding to the above notices and does not expect any significant financial or reporting implications to emerge out of this matter.

51. CODE ON SOCIAL SECURITY, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

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Mar 31, 2018

* The Competition Commission of India (CCI) had levied a penalty of RS,252 crores on the Company for alleged violation of section 3(3) (b) and 3(3) (d) of the Competition Act 2002. The order of the CCI was challenged before the Competition Appellate Tribunal (COMPAT) which by its order dated 29th October, 2013 has reduced the penalty to RS,7 crores and the same has been confirmed by the Hon''ble Supreme Court in its order. During the year ended 31 March 2018, the Company had received notice from CCI to deposit the interest of RS,4.17 crores for delay of 40 months in payment as per Regulation 5 of CCI (Manner of Recovery of Monetary Penalty) Regulations, 2011. The Company had filed their reply to the above notice on 24 October 2017. The Company does not expect the outcome of the proceedings to have a materially adverse impact on standalone financial statements.

36. Related party transactions

(a) Names of the related parties where control exists irrespective of whether transactions have occurred or not

(i) Name of the Subsidiary Companies:

Shroffs United Chemicals Limited SWAL Corporation Limited United Phosphorus (India) LLP United Phosphorus Global LLP Optima Farm Solutions Limited UPL Europe Limited UPL Deutschland GmbH UPL Polska Sp z.o.o.

UPL Benelux B.V.

Cerexagri B.V.

Blue Star B.V.

United Phosphorus Holdings Cooperatief U.A.

United Phosphorus Holdings B.V.

Decco Worldwide Post-Harvest Holdings Cooperatief U.A.

Decco Worldwide Post-Harvest Holdings B.V.

United Phosphorus Holding, Brazil B.V.

UPL Italia S.R.L.

UPL Iberia, S.A.

Decco Iberica Postcosecha, S.A.U.

Transterra Invest, S. L. U.

Cerexagri S.A.S.

Neo-Fog S.A.

UPL France

United Phosphorus Switzerland Limited Agrodan, ApS Decco Italia SRL

Limited Liability Company "UPL"

Decco Portugal Post Harvest, Unipessoal LDA (formerly known as UPL Portugal Unipessoal LDA)

United Phosphorus Inc.

UPI Finance LLC Cerexagri, Inc. (PA)

UPL Delaware, Inc.

Canegrass LLC

Decco US Post-Harvest Inc

Rice Co LLC

Riceco International, Inc.

UPL Corporation Limited

UPL Limited (merged in UPL Corporation Limited, Mauritius)

UPL Management DMCC

UPL Limited

UPL Agro S.A. de C.V.

Decco Jifkins Mexico Sapi

United Phosphorus do Brasil Ltd

Uniphos Industria e Comercio de Produtos Quimicos Ltd.

Upl do Brasil Industria e Comercio de Insumos Agropecuarios S.A. UPL Costa Rica S.A.

UPL Bolivia S.R.L UPL Paraguay S.A.

Icona Sanluis S.A.

DVA Technology Argentina S.A.

UPL Argentina S A

Decco Chile SpA

UPL Colombia SAS

United Phosphorus Cayman Limited

UP Aviation Limited

UPL Australia Limited

UPL New Zealand Limited

UPL Shanghai Limited

UPL Limited (Korea)

PT.UPL Indonesia PT Catur Agrodaya Mandiri UPL Limited UPL Philippines Inc.

UPL Vietnam Co. Limited UPL Limited, Japan

Anning Decco Fine Chemical Co. Limited

UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi

UPL Agromed Tarim Ilaclari ve Tohumculuk Sanayi ve Ticaret A.S.

Safepack Products Limited

Citrashine (Pty) Ltd

UPL Africa SARL (divested during the year)

Prolong Limited Perrey Participates S.A Agrinet Solutions Limited Advanta Netherlands Holding B.V.

Advanta Semillas SAIC Advanta Holdings B.V.

Advanta Seeds International

Pacific Seeds Holdings (Thailand) Limited

Pacific Seeds (Thai) Limited

Advanta Seeds Pty Ltd

Advanta US Inc.

Advanta Comercio De Sementes LTDA.

PT Advanta Seeds Indonesia Advanta Seeds DMCC Essentiv LCC

UPL Agro Limited Mauritius (acquired during the year)

UPL Jiangsu Limited (formed during the year)

Riceco International Bangladesh Ltd (acquired during the year)

Uniphos Malaysia Sdn Bhd (acquired during the year)

Advanta Seeds Ukraine LLC

(b) Names of the other related parties with whom transactions have taken place during the year

(i) Name of Associate Companies:

Chemisynth (Vapi) Limited

Weather Risk Management Services Private Ltd Ingen Technologies Private Limited

(ii) Joint Venture Companies:

United Phosphorus (Bangladesh) Limited (upto 22nd September, 2016)

(iii) Enterprises over which key management personnel and their relatives have significant influence: Bharuch Enviro Infrastructure Limited

Bloom Packaging Private Limited Bloom Seal Containers Private Limited Daman Ganga Pulp and Papers Private Limited Demuric Holdings Private Limited Enviro Technology Limited

Gharpure Engineering and Construction Private Limited Uniphos Envirotronic Private Limited Jai Trust Pot Plants

Sanguine Holdings Private Limited

Tatva Global Environment Private Limited (formerly Tatva Global Environment Limited)

Tatva Global Environment (Deonar) Limited Ultima Search

Uniphos International Limited Uniphos Enterprises Limited UPL Environmental Engineers Limited Vikram Farm

(iv) Key Management Personnel and their relatives :

Directors and their relatives Mr. Rajnikant.D. Shroff Mrs. Sandra R. Shroff *

Mr. Kalyan Banerjee Mr. Jaidev R. Shroff *

Mr. Arun C. Ashar Mr. Vikram R. Shroff *

Mrs. Asha Ashar *

Mr. Navin Ashar *

Mr. Hardeep Singh Mr. Vasant Gandhi Mr. Pradeep Goyal Mr. Vinod Sethi Dr. Reena Ramchandran Mr. Pradip Madhavji

Mr. Anand K Vora - Chief Financial Officer Mr. Mukul B Trivedi - Company Secretary

* Relatives of Key management personnel.

Notes:

1. This includes short term employee benefits and key management personnel who are under the employment of the Company are entitled to post employment benefits and other long term employee benefits recognized as per Ind AS19- Employee Benefits in the standalone financial statements. As these employee benefits are lumpsum such amounts provided on the basis of actuarial valuation, the same is not included above.

2. Terms and conditions of transactions with related parties

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.

37. Capitalization of expenditure

During the year, the Company has capitalized the following expenses of revenue nature to the cost of property, plant and equipment / capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

38. Hedging activities and derivatives Derivatives not designated as hedging instruments

The Company uses full currency interest rate swap and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

Note:

Hedging against the underlying INR borrowings by which:

- Company will receive principal in INR and pay in foreign currency

- Company will receive fixed interest in INR and pay fixed / floating interest in foreign currency

(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 fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

-The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

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

- The fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2018 was assessed to be insignificant.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

(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 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.

41. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At March 31, 2018, the Company''s hedge position is stated in Note 38. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EUR exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies is not material.

The movement in the pre-tax effect is a result of a change in the fair value of of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2018, 31 March 2017 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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 summarizes the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

42. 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 maximize 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.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents.

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

44. Foreign Exchange Management Act

In January 2013, the Company had received a show cause notice from the Directorate of Enforcement, alleging that the Company had contravened certain provisions of Foreign Exchange Management Act, 1999 with regard to foreign direct investment made and utilization of proceeds of FCCB / ECB. The Company had replied to the show cause notice and had personal hearings to represent their matter and filed written submissions on the basis of which Directorate of Enforcement vide order dated 28th February, 2018 has dropped all the charges levied against the Company.

45. Amalgamation with Advanta Limited

The Hon''ble High Court of Gujarat vide its order dated 23rd June, 2016 has sanctioned the Scheme of Amalgamation of Advanta Limited, a subsidiary as per Ind AS, with the Company with an appointed date of 1st April, 2015. The Scheme has become effective on 20th July, 2016, pursuant to its filing with Registrar of Companies.

In accordance with the provisions of the aforesaid scheme the Company had in prior year accounted for the amalgamation under the "Purchase Method" as prescribed by the Accounting Standard 14 - Accounting for Amalgamations, which is different from Ind AS 103 " Business Combinations". Accordingly the accounting treatment had been given as under:

a. The amalgamation has been accounted under the "Purchase Method" as prescribed by Accounting Standard 14 - Accounting for Amalgamations which is different from Ind AS 103 "Business Combinations". Accordingly, the accounting treatment has been given as under:-

(i) The assets and liabilities of Advanta Limited as at 1 April 2015 have been incorporated at their book values in the financial statements of the Company.

(ii) All inter-corporate balances and obligations (including investments held by the Company in Advanta Limited, deposits, loans and advances, outstanding balances or other obligations) between the Company and Advanta Limited stands cancelled.

b. The excess of fair value of equity shares and preference shares over the book value of assets and liabilities transferred and cancellation of Investments in Advanta held by the Company amounting to H3,697 crores has been recorded as goodwill arising on amalgamation.

c. Consideration for amalgamation discharged by way of issuance of new Equity Shares has been recorded at fair value and Preference Shares has been recorded at face value. As the shares have been allotted subsequent to the March 31, 2016, the same has been disclosed under Share Capital Suspense account till the date of allotment.

d. In accordance with scheme, the goodwill recorded on amalgamation has been amortized and the Company has estimated its useful life of 10 years. Accordingly, amortization for the year amounting to H370 crores (31 March, 2016: H370 Crores) has been recognized in the statement of profit and loss.

3. Notes

(i) The business of the Company is divided into two business segments. These segments are the basis for management control and hence form the basis for reporting. The business of each segment comprises of:

a) Agro activity - This is the main area of the Company''s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

b) Non-agro activity - Non agro activities includes manufacture and marketing of industrial chemical and other non agricultural related products.

(ii) Segment Revenue in the above segments includes sales of products net of taxes.

(iii) Inter Segment Revenue is taken as comparable third party average selling price for the year.

(iv) Segment Revenue in the geographical segments considered for disclosure are as follows:

a) Revenue within India includes sales to customers located within India.

b) Revenue outside India includes sales to customers located outside India

(v) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

(vi) The Company does not have any customer (other than related parties), with whom revenue from transactions is more than 10% of Company''s total revenue.

(vii) Based on the "management approach" defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the company''s performance and allocate resources based on an analysis of various performance indicators by business segments. Accordingly information has been presented along these segments.

Note: The information has been given in respect of such vendors to the extent they could be identified as Micro, and Small enterprises on the basis of information available with the Company.

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Mar 31, 2017

1 B. Share Capital Suspense

During the year, the Company has alloted Equity Shares, Compulsorily Convertible Preference Shares and Optionally Convertible Preference Shares to the share holders of erstwhile Advanta Limited, pursuant to Scheme of Amalgamation as described in detail in Note 45. Accordingly during the year, the balance lying in Share Capital Suspense Account has been transferred to respective Equity / Liability Account.

2. Other equity (contd )

Securities Premium Reserve - 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 Reserve". 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.

Share Based Payment Reserve - Pursuant to merger of Advanta Limited with effect from April 1, 2015 the company has taken over share based payments obligation towards its employees as per the original terms and conditions. The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to the key employees as part of their remuneration. Refer to Note 54 for further details of the scheme.

Capital Redemption Reserve - Capital Redemption Reserve was created for buy-back of shares.

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.

Capital Reserve - The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve.

Debenture Redemption Reserve (DRR) - The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the company to create DRR out of profits of the Company available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value of debentures issued.

3. Borrowings (contd.)

NCDs of face value amounting to Rs,250 crores (31 March, 2016: Rs,250 crores; 1 April, 2015: Rs,250 crores) are redeemable at par at the end of 15th year i.e July 2026 from the date of allotment. The NCDs carry a call option at the end of 10th year from the date of allotment.

NCDs of face value aggregating to Rs,300 crores (31 March, 2016:Rs,300 crores; 1 April, 2015: Rs,300 crores) have been issued under four series and are redeemable at par of Rs,75 crores each at the end of 12th year, 11th year, 9th year and 8th year

i.e. October 2022, October 2021, October 2019 and October 2018 respectively from the date of allotment.

NCDs of face value aggregating to Rs, Nil (31 March, 2016:Rs,150 crores; 1 April, 2015: Rs,300 crores) are redeemable at par at the end of 10th year i.e., April, 2020 from the date of allotment. The NCDs carry a call option at the end of 10th year i.e., April, 2016 from the date of allotment.

NCD''s mentioned above carry a coupon rate ranging from 9.95% to 10.70%

b. Secured Loan repayable on demand from Banks

Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movable assets of the Company both present and future, wherever situated.

Terms and conditions of the above financial liabilities:

Trade payables are non-interest bearing and are normally settled on 90-360 days terms For terms and conditions with related parties, refer note 36

For explanations on the Company''s credit risk management processes, refer note 41

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age.

The following tables summaries the components of net benefit expense recognized in the statement of profit or loss and the funded status and amounts recognized in the balance sheet for the respective plans:

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

Note 4: Share based payment

Pursuant to merger of Advanta Limited with effect from April 1, 2015 the company has taken over share based payments obligation towards its employees as per the original terms and conditions. Accordingly during the year ended March 31, 2017, the following employee stock option plan (ESOPs) were in existence. The relevant details of the scheme and the grant are as follows:

a Employees stock option and share plan 2006

The Company instituted an Employees Stock Option Scheme ("ESOPs") for certain employees as approved by the shareholders on September 20, 2006 which provides for a grant of 840,000 options (each option convertible into share) to employees.

* The Competition Commission of India (CCI) had levied a penalty of Rs,252 crores on the Company for alleged violation of section 3(3) (b) and 3(3) (d) of the Competition Act 2002. The order of the CCI was challenged before the Competition Appellate Tribunal (COMPAT) which by its order dated 29th October, 2013 has reduced the penalty to Rs,7 crores. The Company and CCI have challenged the order of COMPAT before the hon''ble Supreme Court

5. Related party transactions

(a) Relationship:

(i) Name of the Subsidiary Companies:

Shroffs United Chemicals Limited SWAL Corporation Limited United Phosphorus (India) LLP United Phosphorus Global LLP Optima Farm Solutions Ltd

UPL Europe Limited (formerly known as United Phosphorus Limited, U.K.)

UPL Deutschland GmbH (formerly known as United Phosphorus GMBH, Germany)

United Phosphorus Polska Sp.z o.o - Poland UPL Benelux B.V.(formerly known as AgriChem B.V.)

Cerexagri B.V., Netherlands Blue Star B.V.

United Phosphorus Holdings Cooperatief U.A.

United Phosphorus Holdings B.V. , Netherlands

Decco Worldwide Post-Harvest Holdings Cooperatief U.A.

Decco Worldwide Post-Harvest Holdings B.V.

United Phosphorus Holding, Brazil B.V.

UPL Italia S.R.L. (formerly known as Cerexagri Italia S.R.L.)

UPL Iberia, Sociedad Anonima (formerly know asCompania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain)

Decco Iberica Postcosecha, S.A.U., Spain (formerly Cerexagri Iberica)

Transterra Invest, S. L. U., Spain Cerexagri S.A.S., France Neo-Fog S.A.

UPL France (formerly known as Aspen SAS)

United Phosphorus Switzerland Limited Agrodan, ApS Decco Italia SRL, Italy

DECCO PORTUGAL POST HARVEST, UNIPESSOAL LDA( FormerlyUPL Portugal Unipessoal LDA)

United Phosphorus Inc.,U.S.A UPI Finance LLC Cerexagri, Inc. (PA)

UPL Delaware, Inc.,USA

6. Related party transaction: (contd.)

Canegrass LLC, U.S.A

Decco US Post-Harvest Inc, U.S.A

LLC "UPL" (formerly CJSC United Phosphorus Limited, Russia)

Essentiv LLC RiceCo LLC,USA

Riceco International, Inc., Bahamas

UPL Corporation Limited (Formerly known as Bio-win Corporation Limited, Mauritius)

UPL Limited, Mauritius (Formerly known as Uniphos Limited, Mauritius)

United Phosphorus Limited,Gibraltar (upto 30th March 2017)

UPL Limited, (formerly known as Uniphos Limited), Gibraltar UPL Management DMCC

UPL Agro S.A. de C.V.(formerly known as United Phosphorus de Mexico, S.A. de C.V.)

Decco Jifkins Mexico Sapi, Mexico Perrey Participates S.A United Phosphorus do Brasil Ltda

Uniphos Industria e Comercio de Produtos Quimicos Ltda., Brazil Upl do Brasil Industria e Comercio de Insumos Agropecuarios S.A.

DVA Technology Argentina S.A.

UPL Costa Rica S.A (formerly known as Cerexagri Costa Rica, S.A.)

UPL Bolivia S.A

Icona Sanluis S A , Argentina

UPL Argentina S A (formerly known as Icona S A Argentina)

Decco Chile SpA UPL Colombia SAS UPL Paraguay S.A.

United Phosphorus Cayman Limited UP Aviation Limited,Cayman Island

UPL Australia Limited (formerly known as United Phosphorus Limited)

UPL New Zealand Limited (formerly known as United Phosphorus Limited)

UPL Shanghai Limited (formerly known as United Phosphorus (Shanghai) Company Limited) UPL Limited (Korea) (formerly known as United Phosphorus (Korea) Limited)

PT.UPL Indonesia (formerly known as PT. United Phosphorus Indonesia)

PT Catur Agrodaya Mandiri, Indonesia

UPL Limited, Honkong (formerly known as United Phosphorus Limited)

UPL Philippines Inc.(formerly known as United Phosphorus Corp., Philippines)

UPL Vietnam Co. Limited (formerly known as United Phosphorus Vietnam Co., Limited)

UPL Limited, Japan(formerly known as United Phosphorus Limited, Japan)

Anning Decco Fine Chemical Co. Limited, China UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi

(formerly known as Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey)

UPL Agromed Tarim llaclari ve Tohumculuk Sanayi ve Ticaret A.S.

Safepack Products Limited, Israel

Citrashine (Pty) Ltd., South Africa

UPL Africa SARL

Pro Long Limited

Agrinet Solutions Limited

Advanta Holdings BV, Netherlands

Advanta Netherlands Holdings BV,Netherlands

Advanta US Inc,USA

Advanta Seeds International, Mauritius

Advanta Seeds DMCC Formerly Advanta Seeds JLT], UAE

Advanta Commercio De Sementes Ltda,Brazil

Advanta Semillas SAIC, Argentina

Advanta Seeds Pty Ltd,Australia

Pacific Seeds (Thai) Ltd, Thailand

Pacific Seeds Holdings (Thai) Ltd Thailand

Pt. Advanta Seeds Indonesia

Advanta Ukraine LLC, Ukraine

Advanta (B.V.I) Limited, British Virgin Island (upto 02 May 2016)

(ii) Name of Associate Companies:

Polycoat Technologies 2010 Limited 3SB Proclutos Agricolas S.A.

Sinagro Proclutos Agropecuarios S.A.

Chemisynth (Vapi) Limited

Universal Pestochem (Industries Limited

Seara Comercial Agricola Ltda.

Serra Bonita Sementes S.A.

Bioplanta Nutricao Vegetal, Industria e Comercio S.A.

Weather Risk Management Services Private Limited (w.e.f 28th June, 2016)

Kerala Enviro Infrastructure Limited Ingen Technologies (P) Ltd.

(iii) Joint Venture Companies:

United Phosphorus (Bangladesh) Limited (upto 22nd September, 2016)

Hodogaya UPL Co. Limited, Japan

Longreach Plant Breeders Managements pty Limited, Australia

(iv) Enterprises over which key management personnel and their relatives have significant influence:

Bharuch Enviro Infrastructure Limited Bloom Packaging Private Limited Bloom Seal Containers Private Limited Daman Ganga Pulp and Papers Private Limited Demuric Holdings Private Limited Enviro Technology Limited

Gharpure Engineering and Construction Private Limited Uniphos Envirotronic Private Limited Jai Trust Pot Plants

Sanguine Holdings Private Limited

Tatva Global Environment Private Limited (formerly Tatva Global Environment Limited)

Tatva Global Environment (Deonar) Limited Ultima Search

Uniphos International Limited Uniphos Enterprises Limited UPL Environmental Engineers Limited UPL Investment Private Limited Vikram Farm

(v) Key Management Personnel and their relatives :

Directors and their relatives Mr. Rajnikant.D. Shroff Mrs. Sandra R. Shroff *

Mr. Kalyan Banerjee Mr. Jaidev R. Shroff *

Mr. Arun C. Ashar Mr. Vikram R. Shroff *

Mrs. Asha Ashar *

Mr. Navin Ashar *

Mr. Hardeep Singh Mr. Vasant Gandhi Mr. Pradeep Goyal Mr. Vi nod Sethi Dr. Reena Ramchandran Mr. Pradip Madhavji

Mr. P.V. Krishna (upto 30th September, 2015)

Mr. Anand K Vora - Chief Financial Officer Mr. Mukul B Trivedi - Company Secretary

* Relatives of Key management personnel.

7. Hedging activities and derivatives Derivatives not designated as hedging instruments

The Company uses fuel currency interest rate swap and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions.

The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

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 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 fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

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

The fair values of the Company''s interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2017 was assessed to be insignificant.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

8. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to its subsidiaries to support its 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 and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized 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 loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

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 Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.

At 31 March 2017, the Company''s hedge position is stated in Note 38. This foreign currency risk is hedged by using foreign currency forward contracts and full currency interest rate swaps.

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

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. The investment in listed and unlisted equity securities are not significant.

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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2017, 31 March 2016 and 01 April 2015 is the carrying amounts as illustrated in Note 10 except for financial guarantees and derivative financial instruments.

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.

9. 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 maximize 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, 2017 and March 31, 2016.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents.

10. Foreign Exchange Management Act

in January 2013, the Company has received a show cause notice from the Directorate of Enforcement, alleging that the Company has contravened certain provisions of Foreign Exchange Management Act, 1999 with regard to foreign direct investment made and utilization of proceeds of FCCB / ECB.

The management has replied to the show cause notice and has had personal hearings to represent their matter and has filed written submissions. The matter is pending before the authority and based on internal assessment, the management believes that no liability would arise in respect of the aforesaid matter.

11. Amalgamation with Advanta Limited

The Hon''ble High Court of Gujarat vide its order dated 23rd June, 2016 has sanctioned the Scheme of Amalgamation of Advanta Limited, a subsidiary as per Ind AS, with the Company with an appointed date of 1^st April, 2015. The Scheme has become effective on 20th July, 2016,pursuant to its filing with Registrar of Companies.

In accordance with the provisions of the aforesaid scheme -

a. The approved share swap ratio for 1 equity share of Advanta of the face value of Rs,2 each fully paid up held by the shareholders on the Record date following shares shall be allotted:

12. Amalgamation with Advanta Limited (contd.)

(i) 1 equity share of the Company of the face value of Rs,2 each fully paid up; and

(ii) 3 preference shares of the Company of Rs,10 each fully paid up, issued in the following manner:

(a) In case of shareholder is a person resident outside India, 3 compulsorily convertible preference shares of the Company of Rs,10 each fully paid up, subject to terms specified in the scheme.

(b) In case of shareholder is a person resident in India, 3 optionally convertible preference shares of the Company of Rs,10 each fully paid up, subject to terms specified in the scheme.

(iii) In case of global depository receipts (GDRs) for eveny 100 GDRs held would be entitled to 106 Company''s new GDRs.

b. In accordance with the scheme, the amalgamation has been accounted under the "Purchase Method" as prescribed by Accounting Standard 14 - Accounting for Amalgamations which is different from Ind AS 103 "Business Combinations". Accordingly, the accounting treatment has been given as under:-

(i) The assets and liabilities of Advanta Limited as at 1 April 2015 have been incorporated at their book values in the financial statements of the Company.

(ii) All inter-corporate balances and obligations (including investments held by the Company in Advanta Limited, deposits, loans and advances, outstanding balances or other obligations) between the Company and Advanta Limited stands cancelled.

c. The excess of fair value of equity shares and preference shares over the book value of assists and liabilities transferred and cancellation of Investments in Advanta held by the Company amounting to Rs,3,697 crores has been recorded as goodwill arising on amalgamation.

d. Consideration for amalgamation discharged by way of issuance of new Equity Shares has been recorded at fair value and Preference Shares has been recorded at face value. As the shares have been allotted subsequent to the March 31, 2016, the same has been disclosed under Share Capital Suspense account till the date of allotment.

e. In the month of September 2016, the Company has issued and allotted fresh 78,313,422 equity shares of Rs,2 each and 108,628,440 preference shares of Rs,10 each to the shareholders of erstwhile Advanta Limited pursuant to approved share swap ratio.

13. First-time adoption of Ind AS

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

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

Exemptions applied

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

Certain items of plant and equipment have been measured at fair value at the date of transition to Ind AS. Other items of property, plant and equipment are carried at cost measured in accordance with Ind AS 16.

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements for embedded leases based on conditions in place as at the date of transition.

Estimates

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

Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1 April 2015, the date of transition to Ind AS and as of 31 March 2016.

Footnotes to the reconciliation of equity as at April 1, 2015 and March 31, 2016 and statement of profit and loss for the year ended March 31, 2016.

14. Property, Plant and Equipment

Company has elected to measure certain items of property, plant and equipment at fair value at the date of transition to Ind AS. Hence at the transition date, a decrease of Rs,53 crores was recognized in property, plant and equipment. This amount has been recognized against retained earnings. Accordingly, the Company has also reversed depreciation of Rs,5 crores excess recorded under Indian GAAP for the Year ended March 31, 2016.

15 Government Grant

The Company imports capital goods without payment of duty under Export Promotion on Capital Goods (EPCG) scheme and assumes an export obligation to be fulfilled over a period of 6 - 8 years which is treated as asset related government grant as per Ind AS 20 - Accounting for Government Grants and disclosure of government assistance. Such grants outstanding on the date of transition and received during the year ended March 31, 2016, are fair valued and treated as deferred income with the corresponding adjustments to property, plant and equipment''s amounting to Rs,4 crores net of depreciation respectively.

Grant set up as deferred income has been recognized in the statement of profit and loss account for the year ended March 31, 2016 amounting to Rs,0.22 crores on a systematic basis over the useful life of the asset.

16. FVTOCI financial assets

Under Indian GAAP, UPL recognized long-term investments in equity shares at cost less provision for diminution in the value of investments. 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,0.44 crores between the instruments'' fair value and Indian GAAP carrying amount has been recognized in Other Comprehensive Income. Further for the year ended March 31, 2016 an additional gain of Rs,1 crores has been recorded in Other Comprehensive income.

17. FVTPL financial assets

Under Indian GAAP, Company recognized long-term investments in convertible debt securities at cost less provision for diminution in the value of investments. Under Ind AS, Company recognized such convertible debt investments as at FVTPL and measured them at fair value through profit or loss. On the transition date, an increase of Rs,5 crores between the instruments fair value and amortized cost has been recognized in retained earnings. Further for the year ended March 31, 2016 an increase of Rs,8 crores between the instruments fair value and amortized cost has been recognized in the statement of profit and loss.

18 Corporate guarantee obligations

Company has issued corporate guarantees to banks on behalf of its subsidiaries which, under Indian GAAP, was disclosed as contingent liabilities. Under Ind AS, financial guarantee contracts are financial liabilities measured at fair value on initial recognition. Subsequently, guarantee commission income is recognized in profit or loss over the tenure of the loan for which guarantee was provided. At the transition date, an increase of Rs,18 crores was recognized in retained earnings. Further for the year ended March 31, 2016 unwinding of corporate guarantee obligations recognized in statement of profit and loss is Rs,4 crores.

19. Amortized Cost financial assets

Under Indian GAAP, Company accounted for interest free deposits paid at cost i.e. the amount actually paid. Under Ind AS, such deposits are recognized at fair value on initial recognition and at amortized costs on subsequent measurement. Accordingly, on the date of transition, a decrease of Rs,2 crores between the deposits'' carrying amount and amortized cost has been recognized in retained earnings.

20. Trade receivables

Under Indian GAAP, Company has recognized specific amount towards impairment of Trade receivables on the basis of incurred losses. Under Ind AS, impairment allowance has been recognized based on Expected Credit Loss basis (ECL). Accordingly, additional allowance for impairment amounting to Rs,9 crores has been recognized with the corresponding adjustment to retained earnings.

21. First-time adoption of Ind AS (contd.)

Under Indian GAAP, Debtors discounting with the recourse to the Company was derecognized and treated as a contingent liability, however under Ind AS such arrangement does not qualify for derecognition and considered as borrowings. Accordingly, Rs,8 crores and Rs,1 crores has been recognized as borrowings with corresponding increase in trade receivables as on April 01, 2015 and March 51, 2016 respectively.

22. Amortized cost financial liabilities

Non-convertible debentures (''NCDs'') issued by the Company are carried at the outstanding principal amount under Indian GAAP and debenture issue expenses were adjusted against securities premium. Under Ind AS, NCDs are to be measured at amortized cost by applying the effective interest rate method which adjusts the effective interest rate for the debenture issue expenses. Accordingly, the borrowings are restated as per Ind AS and the transition cost amounting to Rs,11 Crs earlier debited to the Securities premium has now been reversed. The amount of transition cost debited to retained earnings on date of transition is Rs,4 Crs.

23. Dividends

In Indian GAAP, dividend payable is recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognized as a liability in the period in which the obligation to pay is established. Accordingly, proposed dividends and the related tax have increased the retained earnings by Rs,258 Crs, at the transition date and as on March 51, 2016.

24. Net Present Value of Trade Payables

In Indian GAAP, discounting of long term trade payables was not allowed. However, under Ind AS, discounting of long term trade payables with extended credit period is mandatory if the impact of discounting is material. Accordingly the Company has discounted trade payables with extended credit period and accordingly reduced trade payables by Rs,19 crores as on the transition date with corresponding increase in retained earnings.

25. Deferred tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

In addition, the various transitional adjustments has led to temporary differences. Accordingly, Company has accounted for deferred tax on such differences in retained earnings at the transition date, thereby reducing deferred tax liabilities by Rs,15 crores and increasing retained earnings by the same amount.

26. Sale of goods

Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss. Thus sale of goods under Ind AS has increased by Rs,296 crores with a corresponding increase in other expense. Cash discount was accounted under Finance Cost under Indian GAAP, however, under Ind AS, the same shall be reduced from Sale of goods.

27 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 as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

28. Amalgamation with Advanta Limited

Pursuant to scheme of amalgamation of Advanta Limited (Advanta) with the Company [Refer Note 45], the balance sheet as at March 51, 2016 includes impact of assets acquired and liabilities takenover of Advanta along with Goodwill generated on amalgamtaion, accordingly the profit and loss statement includes impact of income and expenses of Advanta for the year ended on March 51, 2016 along with amortization of goodwill of Rs,5697 crores over the useful life of 10 years. The adjustments also give effect to elimination of intercompany transactions and balances.

29 Statement of cash flows

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

30. Notes

(1) The business of the Company is divided into two business segments. These segments are the basis for management control and hence form the basis for reporting. The business of each segment comprises of:

a) Agro activity - This is the main area of the Company''s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

b) Non-agro activity - Non agro activities includes manufacture and marketing of industrial chemical and other non agricultural related products.

(2) Segment Revenue in the above segments includes sales of products net of taxes.

(3) Inter Segment Revenue is taken as comparable third party average selling price for the year.

(4) Segment Revenue in the geographical segments considered for disclosure are as follows:

a) Revenue within India includes sales to customers located within India.

b) Revenue outside India includes sales to customers located outside India

(5) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

(6) The Company does not have any customer (other than related parties), with whom revenue from transactions is more than 10% of Company''s total revenue.

(7) Based on the "management approach" defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the company''s performance and allocate resources based on an analysis of various performance indicators by business segments. Accordingly information has been presented along these segments.

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Mar 31, 2014

1 Corporate information

UPL Limited (formerly known as United Phosphorus Limited (the Company)) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.

2 Basis of preparation

These financial statements have been prepared to comply in all material aspects with applicable accounting principles in India, the applicable Accounting Standards notifed under section 211(3C) of Companies Act, 1956, section 133 of the Companies Act, 2013 read with general circular dated 12th September, 2013 and the relevant provisions thereof.

All assets and liabilities have been classifed as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act,1956. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current/ noncurrent classifcation of assets and liabilities.

3 Retirement benefits:

Gratuity benefit is payable to employees on retirement or resignation or death. The amount of gratuity payable is based on the past service and salary at the time of exit as per Payment of Gratuity Act, 1972. There is a vesting period of five years on the benefit.

4 A Scheme of Arrangement between the Company and SWAL Corporation Ltd. and their respective Shareholders'' under Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st April 2007, was sanctioned by the Hon''ble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on 16th April 2008 and became effective from 30th April 2008.

As per the said Scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.

As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order and legal advice obtained, the Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of amortization of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for taxation for the year due to this is Rs.738 lacs (Previous Year: Rs 939 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

5 Commitments

(b) Arrangement with Advanta Limited

The Company has entered into a Licence Agreement effective from 2nd April 2012 with Advanta Limited to obtain technical know-how for commercial exploitation, development, use and sale of the Licenced Products and use of brands. In consideration thereof, the Company will pay a royalty at the rate of 7 % of net sales revenue of the Licenced Products subject to a minimum royalty of Rs 700 lacs p.a. Further, Advanta Limited shall carry out research and development activity, as agreed, in connection with the Licenced Products and the Company will pay an amount as may be agreed between both the parties at the commencement of each year.

(c) The Company has undertaken an export obligation of 6 to 8 times the duty saved on CIF machinery imported by the Company to be fulfilled over a period of 6 to 8 years. The obligation outstanding as on the date of the balance sheet is Rs.5,820 lacs (Previous Year: Rs. 5,899 lacs)

6 Operating leases

Lease rent debited to statement of profit and loss is Rs. 4,161 lacs (Previous Year: Rs. 3,740 lacs)

There is no contingent rent recognised in the statement of profit and loss.

General description of the leasing arrangement:

The Company has entered into operating lease arrangements for its vehicles, machinery, office premises, storage locations and residential premises. There are no non-cancellable lease.

7 Dividend Distribution Tax

During the year ended March 31, 2013, the Company had made provision for dividend distribution tax (DDT) amounting to Rs.1,881 Lacs. During the current year, the Company has received dividend from its foreign subsidiary company which is eligible to be set off while calculating dividend distribution tax on payment of dividend by the Company. After this set off, no DDT is payable by the company and accordingly the aforesaid provision of DDT of Rs.1,881 Lacs has been written back to surplus in the statement of profit & loss.

8 Foreign Exchange Management Act

In January 2013, the Company has received a show cause notice from the Directorate of Enforcement, alleging that the Company has contravened certain provisions of Foreign Exchange Management Act, 1999 with regard to foreign direct investment made and utilisation of proceeds of FCCB / ECB.

The management has replied to the show cause notice and has had personal hearings to represent their matter and has fled written submissions. The matter is pending before the authority and based on internal assessment, the management believes that no liability would arise in respect of the aforesaid matter.

9 Previous year figures

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

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Mar 31, 2013

1 CORPORATE INFORMATION

United Phosphorus Limited (the Company) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. United Phosphorus Limited is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.

2 BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). 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. The accounting policies have been consistently applied and are consistent with those used in the previous year.

3 RETIREMENT BENEFITS:

Gratuity benefit is payable to employees on retirement or resignation or death. The amount of gratuity payable is based on the past service and salary at the time of exit as per payment of Gratuity Act, 1972. There is a vesting period of five years on the benefit.

Disclosure as required by Accounting Standard (AS) - 15 (Revised 2005) "Employee Benefits" notified by the Companies (Accounting Standards) Rules, 2006 as amended are given below:

4 CAPITALIZATION OF EXPENDITURE

During the year, the Company has capitalized the following expenses of revenue nature to the cost of fixed asset/ capital work- in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

5 INTEREST IN A JOINT VENTURE

The Company has 50% ownership interest in United Phosphorus (Bangladesh) Limited, a jointly controlled entity incorporated in Bangladesh. The proportionate interest of the Company in the said entity as per the latest available audited Balance Sheet as at 31st March, 2012 is as under:

6 A Scheme of Arrangement between the Company and SWAL Corporation Ltd. and their respective Shareholders under Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st April 2007, was sanctioned by the Hon''ble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on 16th April 2008 and became effective from 30th April 2008.

As per the said scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.

As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order and legal advice obtained, the Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of amortization of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for taxation for the year due to this is Rs. 939 lacs (Previous Year: Rs 1,252 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

7 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

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".

8 OPERATING LEASES

Lease rent debited to statement of profit and loss is Rs. 3,740 lacs (Previous Year: Rs. 2,457 lacs)

There is no contingent rent recognised in the statement of profit and loss.

General description of the leasing arrangement:

The Company has entered into operating lease arrangements for its vehicles, machinery, office premises, storage locations and residential premises.

9 BUY BACK OF SHARES

During the year, the Company has completed the process of the buy back and has accepted a total of 1,92,00,000 equity shares at a total consideration of Rs. 22,349 lacs (excluding brokerage, taxes and other charges). Accordingly, the face value of shares bought back amounting to Rs. 384 lacs has been adjusted against share capital and the balance amount of Rs. 21,964 lacs and related expenses amounting to Rs. 109 lacs have been adjusted in securities premium.

10 PREVIOUS YEAR FIGURES

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

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Mar 31, 2012

1. CORPORATE INFORMATION

United Phosphorus Limited (the Company) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. United Phosphorus Limited is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and specialty chemicals.

2. BASIS 0F PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). 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. The accounting policies have been consistently applied and are consistent with those used in the previous year.

2.1 Am3lgamation of United Phosphorus Limited, Mauritius:

Pursuant to the Scheme of Amalgamation ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956, the Hon'ble High Court of Gujarat has pronounced an order on January 13, 2012 sanctioning the Scheme of amalgamation of United Phosphorus Limited, Mauritius (UPL Mauritius), a wholly owned step down subsidiary of the Company with the Company from the appointed date viz July 1, 2011. The Scheme became effective on January 19, 2012 upon filing of the said order with the Registrar of Companies, Gujarat. Consequently, all the assets and liabilities of UPL Mauritius have been transferred to and vested in the Company with effect from July 01, 2011. The Scheme has accordingly been given effect to in these accounts.

The amalgamation has been accounted for under the "pooling of interest" method referred to in Accounting Standard 14- Accounting for Amalgamation, as prescribed by the Scheme. Accordingly, all the assets, liabilities and other reserves of UPL Mauritius as on July 1, 2011 have been aggregated at their respective book values (after converting the book values using the applicable exchange rate at the close of business of the day immediately preceding the appointment date).

The Company was indirectly holding the entire paid-up capital of UPL Mauritius and hence no consideration has been issued for the aforesaid amalgamation. Further, the share capital of UPL Mauritius has been cancelled and the corresponding amount of Rs. 3 lacs has been credited to the Capital Reserve.

b) Terms/ rights attached to equity shares:

The Company has 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. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the 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.

Notes:

a. Rs. Nit (Previous Year: Rs. 17,000 lacs) 12.20 % Non convertible Debentures (NCDs) referred above are redeemable at par in three equal installments from January 2014 and had a call option at the end of 3rd year i.e. 27 January 2012. These debentures were secured by way of pledge of 65,29,500 equity shares of Advanta India Limited.

b. Unsecured Redeemable Non-Convertible Debentures

i) NCDs amounting to Rs 25,000 lacs (Previous Year: Rs Nil) are redeemable at par at the end of 15th year i.e July 2026 from the date of allotment. The NCDs carry a call option at the end of 10th year from the date of allotment.

ii) NCDs aggregating to Rs 30,000 lacs (Previous Year: Rs 30,000 lacs) are redeemable at par at the end of 12th year (Rs. 7,500 lacs), llth year (Rs. 7,500 lacs), 9th year (Rs. 7,500 lacs) and 8th year (Rs. 7,500 lacs) i.e. October 2022, October, 2021, October 2019 and October 2018 respectively from the date of allotment.

iii) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs. 30,000 lacs) are redeemable at par at the end of 10th year (Rs. 15,000 lacs) i.e. April 2020 and at the end of 7th year (Rs. 15,000 lacs) i.e. April 2017 from the date of allotment. The NCDs carry a call option at the end of 6th year i.e. April 2016 and 5th year i.e. April 2015 respectively from the date of allotment.

iv) NCDs amounting to Rs 25,000 lacs (Previous Year: Rs 25,000 lacs) are redeemable at par at the end of 5th year i.e January, 2015 from the date of allotment.

v) NCDs amounting to Rs 13,500 lacs (Previous Year: Rs 13,500 lacs) are redeemable at par at the end of 3.5 year (Rs. 10,500 lacs) i.e. February, 2013 and 3 years (Rs. 3,000 lacs) i.e. August, 2012 from the date of allotment.

vi) NCDs mentioned above carry a coupon rate ranging from 8.75% to 10.70%.

c. Term Loans of Rs Nil (Previous Year: Rs 17,500 lacs) from banks were carrying interest rate ranging from 8.5% to 10% and repayable in June 2011, August 2011 and September 2011.

d. External Commercial Borrowing from Banks amounting to Rs - Nil (Previous Year: Rs. 81,850 lacs) were carrying interest rate at Libor plus 130 basis points. The loan was due for repayment in October 2011.

e External Commercial Borrowing from a Multilateral Financial Institution amounting to Rs. 712 lacs (Previous Year: Rs 1,873 lacs) is secured by pari-passu first charge by way of hypothecation of specific movable assets, present and future, situated at Jhagadia Unit of the Company and carries Interest rate at Libor plus 210 basis points. The outstanding loan is due for payment in June 2012.

Note:

a. Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 175 bps to 400 bps

b. Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movables assets of the Company both present and future, wherever situated.

c. Short term buyers credit are unsecured and the outstanding loan carry an interest rate ranging from Libor plus 125 bps to 225 bps.

d. Unsecured short term demand loan carrying interest at the rate of 10%.

3. RETIREMENT BENEFITS

Gratuity benefit is payable to employees on retirement or resignation or death. The amount of gratuity payable is based on the past service and salary at the time of exit as per payment of Gratuity Act, 1972. There is a vesting period of five years on the benefit.

A Scheme of Arrangement between the Company and SWAL Corporation Ltd. and their respective Shareholders' under Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st April 2007, was sanctioned by the Hon'ble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on 16th April 2008 and became effective from 30th April 2008.

As per the said scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.

As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order and legal advice obtained, the Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of amortization of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for taxation for the year due to this is Rs 1,252 lacs (Previous Year: Rs 1,709 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

4. Notes

1) The Company is organized into three main business segments namely :

a) Agro Chemicals - comprising of Agrochemicals Technical's and Formulations.

b) Industrial Chemicals - comprising of Industrial Chemicals and Specialty Chemicals.

c) Others - primarily comprising of Traded Products.

2) Segment Revenue in the above segments includes sales of products net of taxes.

3) Inter Segment Revenue is taken as comparable third party average selling price for the year.

4) Segment Revenue in the geographical segments considered for disclosure are as follows:

a) Revenue within India includes sales to customers located within India.

b) Revenue outside India includes sales to customers located outside India

5) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

5. CONTINGENT LIABILITIES

(Rs. in Lacs)

Particulars As at As at 31 March 2012 31 March 2011

(a) Disputed Income-Tax Liability (excluding interest) 151 69

(b) Disputed Excise Duty / Service Tax liability (excluding interest) 10,373 7,123

(c) Disputed Sales Tax liability 2,417 1,157

(d) Disputed Custom Duty liability 2,331 2,331

(e) Disputed Fiscal Penalty for cancellation of licences 3,348 3,348

(f) Disputed penalty levied by Competition Commission of 25,244 - India for Cartelization of prices

(g) Disputed penalty on Water Tax 161 161

(h) Bills discounted under Letter of Credit and remaining unpaid 816 361 at the date of the balance sheet

(i) Guarantees given by Company's bankers on behalf of the Company to third parties 4,129 11,253

(j) Corporate guarantees given on behalf of subsidiary companies:

(i) United Phosphorus Limited, U.K. 17,936 15,760

(ii) United Phosphorus Limited, Hong Kong 4,324 3,791

(iii) United Phosphorus Inc. USA 6,219 5,452

(iv) United Phosphorus Inc. USA/Cerexagri Inc (PA) 1,272 1,115

(v) Evofarms SA - Columbia 1,272 1,115

(vi) United Phosphorus Limited, Columbia 763 669

(vii) United Phosphorus Limited, Australia 1,781 1,561

(viii) Bio-Win Corporation Limited, Mauritius 132,676 7,581

(ix) Cerexagri Italia, SRL, Italy 8,149 7,605

(x) Ceraxagri SAS., France 13,582 12,676

(xi) Ceraxagri B.V., Netherlands 14,261 13,309

(xii) Icona S.A. Argentina - 4,460

(xiii) Uniphos Columbia Plant Limited, Columbia - 6,689

(k) Claims against the Company not acknowledged as debts 532 424

(c) Arrangement with Advanta India Limited

The Company has entered into a Licence Agreement effective from 2nd April 2012 with Advanta India Limited (AIL) to obtain technical know-how for commercial exploitation, development, use and sale of the Licenced Products and use of brands. In consideration thereof, the Company will pay a royalty at the rate of 7 % of net sales revenue of the Licensed Products subject to a minimum royalty of Rs 700 lacs p.a. Further, AIL shall carry out research and development activity, as agreed, in connection with the Licensed Products and the Company will pay an amount as may be agreed between both the parties at the commencement of each year.

6.DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

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".

7. OPERATING LEASES

Lease rent debited to profit and loss account is Rs. 2,457 lacs (Previous Year: Rs. 1,487 lacs)

There is no contingent rent recognised in the statement of profit and loss.

General description of the leasing arrangement:

The Company has entered into operating lease arrangements for its vehicles, machinery, office premises, storage locations and residential premises.

8. PREVIOUS YEAR FIGURES

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-classified previous year figures to conform to this year's 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.

Further, in view of amalgamation of United Phosphorus Limited, Mauritius with the Company (refer note 2.2), the current year figures are not comparable with those of the previous year.

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Mar 31, 2010

1.NATURE OF OPERATIONS

United Phosphorus Limited is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and specialty chemicals.

As at 31st As at 31st March, 2010 March, 2009

Rs. in lacs Rs. in lacs 2. CONTINGENT LIABILITIES NOT PROVIDED FOR:

(a) Disputed Income-tax Liability (excluding interest) 90 89

(b) Disputed Excise Duty/Service Tax Liability (excluding interest) 5,470 4,354

(c) Disputed Sales-tax Liability 800 806

(d) Disputed Custom Duty liability 2,331 2,331

(e) Disputed Fiscal Penalty for cancellation of licences 3,348 2,459

(f) Disputed Penalty on water tax 161 161

(g) Bills/Cheques purchased/discounted with the banks and remaining unpaid as at the date of the Balance Sheet - 6,298

(h) Bills discounted under Letter of Credit and remaining unpaid at the date of the Balance Sheet 858 1,670

(i) Guarantees given by Companys Bankers on behalf of the Company to third parties 1,736 4,225

Notes: 1. Audit Fees includes fees forauditing consolidated financial statements amounting to Rs. 15.00 lacs (Previous Year: Rs.12.50 lacs) and Rs. 4.50 lacs (Previous Year: Rs. 3.90 lacs)- forquarterly limited reviews. 2. The auditors remuneration, as disclosed above, exclude audit fees of Rs. 43 lacs charged for audit of a wholjy owned subsidiary of the Company for which the Company has been reimbursed by the said subsidiary.

Note:

Deferred Tax Asset on account of unabsorbed depreciation/business loss has been recognised, as the Company has timing difference on account of depreciation, the reversal of which will result in sufficient taxable income.

3. A Scheme of Arrangement between the Company and SWAL Corporation Ltd. and their respective Shareholders under Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st April 2007, was sanctioned by the Honble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on 16th April 2008 and became effective from 30th April 2008.

As per the said scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.

As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order and legal advice obtained, the Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of amortization of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for taxation for the year due to this is Rs. 2,332, lacs (Previous Year: Rs 3,110 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

Notes:

1. Licensed and Installed Capacities are as certified by a Director on which the Auditors have relied, being a technical matter.

2. Licensed capacity represents registered capacity with Directorate General of Technical Development (D.C.T.D.), capacity intimated to D.G.T.D. under Industrial Licensing Policy and/or capacity intimated to Secretary for Industrial Approvals.

3. Production includes quantities produced for captive consumption.

4. During the year, the Company has produced 1,31,18,838 Litres (Previous Year: 1,02,40,233 Litres), 2,52,88,625 Kilograms (Previous Year: 2,26,39,925 Kilograms) and 27,68,165 numbers (Previous Year: 33,32,160 numbers) of formulations out of Technical Grade Products manufactured/purchased by the Company

5. Production includes 3,302 Tonnes (Previous Year: 2,200 Tonnes) produced on Job-Work basis for outside parties.

3. Notes

(1) The Company is organised into three main business segments namely :

a) Agro Chemicals - comprising of Agrochemicals Technicals and Formulations.

b) Industrial Chemicals - comprising of Industrial Chemicals and Speciality Chemicals.

c) Others - primarily comprising of Traded Products.

(2) Segment Revenue in the above segments includes sales, processing charges, rental income and export incentives.

(3) Inter Segment Revenue is taken as comparable third party average selling price for the year.

(4) Segment Revenue in the geographical segments considered for disclosure are as follows:

a) Revenue within India includes sales to customers located within India.

b) Revenue outside India includes sales to customers located outside india

(5) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

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

(a) Relationship:

(i) Name of related parties where control exists: Subsidiary Companies:

United Phosphorus (Korea) Limited

United Phosphorus (Shanghai) Company Limited

United Phosphorus (Taiwan) Limited

United Phosphorus de Mexico, S.A. de C.V.

United Phosphorus do Brazil Ltda

United Phosphorus GMBH - Germany

United Phosphorus Holdings B.V., Netherlands

United Phosphorus Holdings Cooperatief U.A.

United Phosphorus Inc., U.S.A.

United Phosphorus Italy S.R.L.

United Phosphorus Limited, Australia

United Phosphorus Limited, Belgium S P R L

United Phosphorus Limited, Colombia

United Phosphorus Limited, Gibraltar

United Phosphorus Limited, Hongkong

United Phosphorus Limited, Japan

United Phosphorus Limited, New Zealand

United Phosphorus Limited, U.K.

United Phosphorus Limited, Zambia

United Phosphorus Polska Sp.z o.o - Poland

United Phosphorus Sole Partner Limited, Greece

United Phosphorus Switzerland Limited.

United Phosphorus Vietnam Co., Limited

Agri pack Zambia Limited

Agrindustrial, S.A., Spain

Agrodan, ApS

Anning Decco Fine Chemical Co. Limited, China

Bio-win Corporation Limited, Mauritius

Canegrass LLC, USA

Cerexagri B.V. - Netherlands

Cerexagri Costa Rica, S.A.

Cerexagri Delaware, Inc.,USA

Cerexagri Italia S.R.L.

Cerexagri S.A.S., France

Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey

Cerexagri, Inc. (PA)

Citrashine (Pty) Ltd, South Africa

Compania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain

Cropserve Zambia Limited

Decco Iberica Postcosecha, S.A.U., Spain (formerly Cerexagri Iberica)

Decco Italia SRL,ltaly

Decco US Post-Harvest Inc (US)

Decco Worldwide Post-Harvest Holdings B.V.

Decco Worldwide Post-Harvest Holdings Cooperatief U.A.

Desarrollo Quimico Industrial, S.A., Spain

Eddyville Consultants Group, Inc. Panama

Evofarms Colombia SA

Evofarms S.A. - Colombia

Friedshelf 1114 (Pty) Limited

Global Chem Trade Corp., Panama

Icona S A - Argentina

IconaSanluis S A-Argentina

Jiangsu Kaznam Chemical Group.,Panama

JSC United Phosphorus Limited, Russia

Phosfonia, S.L.,Spain

Prime Agri Centre Zambia Limited

PT Catur Agrodaya Mandiri, Indonesia PT. United Phosphorus Indonesia Reposo S.A.I.C., Argentina Safepack Products Limited Samma International S.R.L.,ltaly Samrod Chemicals (Pty) Limited Shroffs United Chemicals Limited SWAL Corporation Limited Transterra Invest, S. L. U., Spain

(ii) Name of other related parties with whom transactions have taken place during the year

a) Associate Companies:

Advanta India Limited

Advanta Seed International, Mauritius

Advanta Semilas SAIC, Argentina

Agrinet Solutions Limited

Chemisynth (Vapi) Limited

Kerala Enviro Infrastructure Limited

Pacific Seeds Pty Limited, Australia

Unicorn Seeds Private Limited

b) Joint Venture Companies:

United Phosphorus (Bangladesh) Limited. Hodogaya UPL Co. Limited, Japan Nisso TM LLC

c) Enterprises over which key management personnel and their relatives have significant influence:

Bharuch Enviro Infrastructure Limited

Bloom Packaging Private Limited

Bloom Seal Containers Private Limited.

Coimbatore-Integrated Waste Management Co. Private Limited

Daman Canga Pulp and Papers Private Limited

Demuric Holdings Private Limited

Entrust Environment Limited

Enviro Technology Limited

Cabo Products Private Limited

Charpure Engineering and Construction Private Limited

Jai Research Foundation

Jai Trust

JRF Biogenomics Limited

Nerka Chemicals Private Limited

Pot Plants

Sanguine Holdings Private Limited

Tatva Global Environment Limited

Ultima Search

Uniphos Agro Industries Limited

Uniphos Enterprises Limited

UPL Environmental Engineers Limited

Vapi Waste & Effluent Management Co. Limited

Vikram Farm

UPL Global Ecn Investment Holdings Private Limited

d) Key Management Personnel and their relatives :

Whole Time Directors and their relatives

Mr. Rajnikant.D. Shroff

Mrs. Sandra R. Shroff

Mr. Kalyan Banerjee

Mr. Jaidev R. Shroff

Mr. Arun C. Ashar

Mr. Vikram R. Shroff

Mrs. Shilpa Sagar

Mrs. Asha Ashar

Mr. Navin Ashar

The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

4. "Foreign Currency Convertible Bonds"Series B Bonds due 2009"

50 Series B Foreign Currency Convertible Bonds of USD 10,000 each have been redeemed on maturity date of November 6, 2009 at 122 percent of its principal amount. The premium paid on redemption amounting to Rs.52 lacs has been adjusted against Securities Premium Account.

Series B Bonds due 2011:

674 (Previous Year: 674) Series B Foreign Currency Convertible Bonds of USD 1,00,000 each are:

(a) Convertible by the holders at any time on or before December 7, 2010. Each bond will be converted into fully paid up equity share with par value of Rs. 2 per share at a fixed price of Rs. 136.03 per share.

(b) Redeemable, in whole but not in part, at the option of the Company at any time on or after February 1, 2007 and prior to December 7, 2010, subject to the fulfillment of certain terms and obtaining requisite approvals.

(c) Redeemable on maturity date of January 7,.2011 at 130.87 percent of its principal amount, if not redeemed or converted earlier.

The Bonds are considered as monetary liability. The bonds are redeemable only if there is no conversion of the bonds earlier. Hence the payment of premium on redemption is contingent in nature, the outcome of which is dependent on uncertain future events. Hence, no provision is considered necessary nor has been made in the accounts in respect of such premium. Further, the Company has sufficient balance in the securities premium account which can be utilized for premium on redemption of the aforesaid Foreign Currency Convertible Bonds.

5. The Company had issued Preferential Convertible Warrants to a promoter group company during the financial year 2007 - 08 and received an amount of Rs. 10,598 lacs being 10% of the total value. Out of this, an amount of Rs. 2,070 lacs was adjusted towards allotment of 60,87,100 shares in the year 2007- 08. During the current year, the Company has forfeited the balance amount of Rs. 8,528 lacs as the balance of 90% amount has not been paid by the warrant holders within the stipulated time and has been transferred to capital reserve.

6. Previous Years figures have been regrouped/rearranged wherever necessary.