Batliboi Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2026

K. Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recognized when there is 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. These are reviewed at each
Balance Sheet date and adjusted to reflect the current best estimate. The expenses relating to a provision are
recognized in the Statement of Profit and Loss net of any reimbursement.

b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to
be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognized as a finance cost.

c) Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.

d) Contingent liabilities are possible obligations arising from past events and whose existence will only be
confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the Company, or present obligations where it is not probable that an outflow of resources will be required to
settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent
liabilities are not recognized in the Ind AS financial statements but are disclosed unless the possibility of an
outflow of economic resources is considered remote.

e) Contingent liabilities are assessed continually to determine whether an outflow of resources embodying
economic benefits has become probable.

f) Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
entity. Contingent Assets are not recognized but reviewed at each Balance Sheet date and disclosure is made
in the notes where inflow of economic benefit is probable.

L. Fair Value measurement

a) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the most
advantageous market to which the Company has access at that date.

b) While measuring the fair value of an asset or liability, the Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure the fair value using
observable market data as far as possible and minimizing the use of unobservable inputs. Fair values are
categorized into 3 levels as follows:

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

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as
prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs).

i. Financial Assets other than derivatives

The initial recognition of financial assets is made only when the Company becomes a party to the contractual
provisions of the instrument. Initial measurement of financial assets is made at fair values including transaction
costs that are attributable to the acquisition of the financial asset except for those financial assets measured
at fair value through profit or loss.

The subsequent measurement of a financial asset is made at amortised cost if the asset is held within a
business model whose objective is to hold assets for collecting contractual cash flows, and the contractual
terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if
any) using the Effective Interest Rate (“EIR”) method taking into account any discount or premium 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.

Investments in subsidiaries are accounted for and measured at cost (fair value as deemed cost on first time
adoption) in Ind AS financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or
loss.

A financial asset is derecognised either partly or fully to the extent the rights to receive cash flows from the
asset have expired and / or the control on the asset has been transferred to a third party. On de-recognition,
any gains or losses are recognised in the Statement of Profit and Loss.

ii. Financial Liabilities other than derivatives

The initial recognition of financial liabilities is made only when the Company becomes a party to the contractual
provisions of the instrument. Initial measurement of financial liabilities is made at fair values net of transaction
costs that are attributable to the liability.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the 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 as finance costs in the Statement of Profit
and Loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the de-recognition of the original liability and the recognition of a new liability. The difference between the
carrying amount of financial liability extinguished and the consideration paid, including any non-cash assets
transferred or liabilities assumed is recognised in the Statement of Profit and Loss.

iii. Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require specified payments 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 initially recognised less cumulative amount
of income recognised. Where guarantees in relation to loans or other payables of subsidiary and related
party are provided for no compensation, the fair values are accounted for as contributions and recognised
as fees receivable under “other financial assets” or as a part of the cost of the investment, depending on the
contractual terms.

iv. 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, or to realise the assets and settle the liabilities simultaneously.

N. Classification of Assets and Liabilities as Current and Non-Current:

All assets and liabilities are classified as current if they are expected to be realised / settled within twelve
months after the reporting period. All other assets and liabilities are considered as non-current.

O. Impairment
Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the
recoverable amount of assets. The recoverable amount is the higher of fair value less costs of disposal in
respect of the asset or Cash-Generating Units (CGU) and their value in use. Recoverable amount is determined
for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount and impairment loss is charged to Statement of Profit
and Loss.

Financial Assets

The Company assesses at each date of Balance Sheet whether a financial asset or group of financial assets
is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Company
recognises lifetime expected losses for all contract assets and /or all trade receivables that do not contain a
significant financing component. For all other financial assets, expected credit losses are measured at an
amount equal to the 12 - month expected credit losses if the credit risk on the financial asset has not increased
significantly since initial recognition or at an amount equal to the lifetime expected credit losses if the credit risk
on the financial asset had increased significantly since initial recognition.

P. Non-Current Asset Held for Sale

Non-Current assets are classified as held for sale if their carrying amount is intended to be recovered principally
through sale rather than through continuing use. The condition for classification of held for sale is met when the
non-current asset is available for immediate sale and the same is highly probable of being completed in near
future from the date of classification as held for sale. Non-Current assets held for sale are measured at the
lower of carrying amount and fair value less cost to sell. Subsequent to such classification, such assets are not
depreciated while they are classified as ‘Held for Sale’. Non-current assets that cease to be classified as held
for sale are measured at the lower of carrying amount before the non-current asset was classified as held for
sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the non-current
assets no longer meet the “Held for sale” criteria.

Q. Taxes on Income
Current Tax

Income-tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, by the end of reporting period.

Deferred tax

Deferred tax (both assets and liabilities) is calculated 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 assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised. The amount of deferred tax assets is reviewed at
each reporting date.

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 assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.

Current tax and Deferred Tax items are recognised in correlation to the underlying transaction either in the
Statement of Profit and Loss, Other Comprehensive Income or directly in equity.

R. 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.

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period, adjusted for the
effect of all dilutive potential equity shares.

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The Company considers
all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that
are readily convertible to known amounts of cash to be cash equivalents.

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

T. Business Combination

Business combinations involving entities or businesses under common control are accounted for using the
pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities
or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the
accounting policies. The financial information in the financial statements in respect of prior periods is restated
as if the business combination had occurred from the beginning of the preceding period in the financial
statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in
the same form in which they appeared in the financial statements of the transferor and the difference, if any,
between the amount recorded as share capital issued plus any additional consideration in the form of cash or
other assets and the amount of share capital of the transferor is transferred to capital reserve.

Business combinations other than the common control transactions are accounted for applying the acquisition
method. The purchase price is measured as the fair value of the assets transferred, equity instruments issued,
and liabilities incurred or assumed at the date of obtaining control. The cost of acquisition also includes the
fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair value on the date of acquisition. The
contingent consideration is measured at fair value at each reporting date.

Transaction costs incurred in connection with a business acquisition are expensed as incurred. Any subsequent
changes to the fair value of contingent consideration classified as liabilities, other than measurement period
adjustments, are recognised in the statement of profit and loss.

Note No. 4.2

Recent pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time.

I. In May 2025, MCA notified the following amendments:

Ind AS 21: The Effects of Changes in Foreign Exchange Rates- applicable with effect from 1st April 2025.

The amendments are pertaining to exchangeability of currency.

The Company has reviewed the amendments and based on its evaluation has determined that it does not
have any significant impact in its financial statements.

II. In August 2025, MCA notified the following amendments:

a) Ind AS 1: Presentation of Financial Statements- applicable w.e.f. April 1,2025:

The amendment relates to classification of liabilities as current or noncurrent and non-current liabilities with
covenants. The amendments are pertaining to classifying liability as current. Through the amendments, the
requirement of existence of a right to defer settlement for at least 12 months after the reporting date has been
removed. Instead, it is now required that the said right should exist on the reporting date and such right should
have substance. The amendment also introduces guidance on classification of liabilities with covenants.

The Company has reviewed the amendments. Based on its evaluation the Company has determined that
there is no impact of these amendments in its classification criteria of current and non-current liabilities.

b) Ind AS 7: Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures- applicable w.e.f. 1st
April, 2025:

The amendment in Ind AS 7 requires informing users of financial statements of the existence of supplier
finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the
range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor
that may cause concentration of liquidity risk.

The Company has reviewed the amendment. Based on its evaluation the Company has determined that it
does not have any significant impact in its financial statements.

c) Ind AS 12: International Tax Reform - Pillar Two Model Rules- applicable immediately.

The amendments provide temporary mandatory relief from deferred tax accounting for top-up tax and disclose
that they have applied the relief. This relief is immediate and applies retrospectively.

The Company has reviewed the amendments. Based on its evaluation the Company has determined that
there is no impact of these amendments in its financial statements.

Nature and purpose of reserves

a) Capital Reserve :

It represents the gain of capital nature.

b) Capital Reserve arising on business combination :

Capital reserve represents gains of capital nature which mainly include the excess of value of net assets acquired over
consideration paid by the Company for business combination transactions and the same is not available for distribution as
dividends.

c) Capital Redemption Reserve:

Created on redemption of preference shares out of profits in accordance with Companies Act.

d) Securities Premium:

Securities premium represents amount received in excess of face value on issue of shares by the Company. It also includes
transfer of stock compensation related to options exercised from employee stock options reserve. The securities premium
will be utilized in accordance with the provisions of the Companies Act.

e) General Reserve:

General reserve represents the amount of profits appropriated by the Company.

f) Employee Stock Option Reserve:

Employee stock options Reserve represents the fair value of equity-settled transactions and recognized over the period of
vesting and/or service conditions are fulfilled.

g) Investment Allowance Reserve:

It represents reserve created under the Income Tax Act and has been appropriately utilised.

h) Retained Earnings:

Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.

i) Other Comprehensive Income:

It represents the cumulative actuarial gains/(losses) net of deferred tax on defined employee benefit plans.

Note :

a) The Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition
to Ind-AS i.e.; 1st April 2016. Ind AS required 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.
Accordingly deferred tax liability on account of fair valuing of Land was calculated in prior year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, “fair market value of capital assets means where the capital asset
became the property of the assessee before the 1st day of April, 2001, the cost of acquisition of the asset to the assessee
or the fair market value of the asset on the 1st day of April, 2001, shall be considered at the option of the assessee.”

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required
by Ind AS - 12 ''Income Taxes'' for changes in respect of temporary differences which have been recognised in previous
periods. In F.Y 2018-19, the Company opted to choose the fair market value of the land as on 01.04.2001 as its cost of
acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. During financial year 2024-25, consequent to
withdrawal of indexation benefit and change in tax rate the accounting provision for deferred tax liability created on Land was
reversed. This had resulted in creation of deferred tax credit during the year of Rs. Nil Lakhs (P.Y. Rs. 315.90 Lakhs) which
is part of deferred tax credit of Rs. 149.45 Lakhs for the year ended 31st March 2026 (PY deferred tax charge of Rs. 195.19
Lakhs).

Note No 22:

a) Working capital borrowings from consortium banks on cash credit overdraft/short term loan and non-fund
based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semi¬
finished, finished goods and stock in trade, consumable stores and spares, bills receivable, book debts and
other moveable current assets (both present and future) of the Company and second pari passu charge on
the Property, Plant and Equipment’s of the Company (both present and future) at Udhna, Surat.

b) The Company has used the borrowings from banks and financial institutions for the purpose for which it was
obtained.

c) There has not been any default in repayment of borrowings and interest during the current and previous
financial years.

d) The Company is not declared wilful defaulter by any bank or financials institution or other lender.

e) The quarterly statements of current assets filed by the Company with banks are in agreement with the books
of accounts of the Company except for certain differences which has been duly reconciled and presented here
below:

FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Company and outstanding as at 31st March 2026 for Hedging currency
and interest related risks.

Nominal number of derivative contracts entered by the Company and outstanding is given below:

c. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.

NOTE 27 -EMPLOYEE BENEFITS:

The Company has classified the various benefits provided to employees as under:
a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit and Loss which are included
under contribution to Provident Fund and Other Funds:

Provident Fund:

The Fair value of the assets of the provident fund trust as at the Balance Sheet date is greater than the obligation,
including interest and also the returns on these plan assets including the amount already provided are sufficient to
take care of provident fund interest obligations, over and above the fixed contributions.

NOTE 29 -FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement:
a. Accounting classification and fair values

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

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including
their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial
liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company’s Board of Directors has overall responsibility for the establishment
and oversight of the Company’s risk management framework. The Board of Directors has established the
Risk Management Committee (RMC), which is responsible for developing and monitoring the Company’s risk
management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company,
to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company’s financial risk management is an integral part of how to plan and execute its business strategies.
The Company’s financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the Company’s receivables.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether
there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 1,136.29 lakhs as at 31st March 2026 (31st March 2025: Rs.
332.69 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or
at a reasonable price. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will
have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation.

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity
prices, will affect the Company’s income or the value of its financial instruments. Market risk is attributable to all
market risk sensitive financial instruments including foreign currency receivables and payables, long term debt
and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk,
interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate
risk is the risk of changes in fair values of fixed interest-bearing investments because of fluctuations in the
interest rates, in cases where the borrowings are measured at fair value through the Statement of Profit and
Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest-bearing investments will
fluctuate because of fluctuations in the interest rates.

Exposure to Interest rate risk:

The Company’s interest rate risk arises from borrowings. The interest rate profile of the Company’s interest¬
bearing long term financial instruments is as follows:

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional
currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency
denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts
to mitigate the risk of changes in foreign currency exchange and principal only swap rates. The Company does
not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company
follows established risk management policies including the use of derivatives like foreign exchange forward
contracts to hedge exposure.

Performance obligations are satisfied at the point of time when the customer obtains the controls of the goods.
The Company has not disclosed the information required to be given as per Ind AS 115 -"Revenue from Contracts
with Customers" as all the unsatisfied performance obligations as on 31st March 2026 which are part of contract
is expected to be completed within duration of one year in accordance with para 121 of Ind AS 115.

NOTE 31:CAPITAL MANAGEMENT:

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium
and all other equity reserves. The primary objective of the Company’s capital management is to maximise the
shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes
within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents,
excluding discontinued operations.

The Company had total cash outflows for leases of Rs.154.84 lakhs (PY Rs. 145.45 Lakhs) (excluding interest)
for the year ended 31st March 2026. The Company did not have any non-cash additions to right-of-use assets
and lease liabilities for the year ended 31st March 2026. Further, there are no future cash outflows relating to
leases that have not yet commenced.

NOTE 35

Audit, Legal and Professional Charges shown under other expenses (Note 21), includes the following payments
to auditors:

During the previous year, the Scheme of Amalgamation and Arrangement under Section 230-232 and other
applicable provisions of the Companies Act 2013, for amalgamation of Batliboi Environmental Engineering Limited
(‘Amalgamating Company’) with the Company was sanctioned by the Hon’ble National Company Law Tribunal
(‘NCLT’), Mumbai Bench vide order dated 24th March 2025. The Appointed date of the Scheme was 1st April 2023
and in terms of the Scheme all the assets, liabilities, reserves and surplus of the Amalgamating Company had
been transferred to and vested in the Company. Consequent to the Scheme coming into effect, in accordance with
the share exchange ratio as specified in the Scheme, the Company had to allot 1,26,81,963 equity shares of Rs.
5/- each and 2,70,000 8% Redeemable Non-Cumulative preference shares of Rs. 100/- each to the equity and
preference shareholders of the Amalgamating Company. The equity shares have been allotted on 24th June 2025
and the preference shares has been allotted on 23rd March 2026. The amalgamation had been accounted under
the ‘pooling of interest’ method in accordance with Appendix C of Ind AS 103 ‘ Business Combinations’.

Note 39:

Exceptional Item - Expense:

On 21st November 2025, the Government of India notified four labour codes - Code on Wages, 2019, the
Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and
Working Conditions Code, 2020, (‘Labour Codes’) consolidating twenty-nine existing labour laws. The Company
has assessed the financial implications of these changes and has made provision for gratuity arising out of past
service cost and leave benefits of Rs. 748.86 Lakhs on estimated basis. Considering the regulatory-driven non¬
recurring nature and material impact, the Company has presented this incremental provision as “Exceptional Item”
in the Statement of Profit and Loss for the year ended 31st March 2026. The Company continues to monitor the
developments pertaining to Labour Codes and will evaluate impact if any on the measurement of liability pertaining
to employee benefits.

NOTE 40:ADDITIONAL REGULATORY DISCLOSURES:

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

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

ii) For the year ended 31st March 2026, there are no instances of transactions not recorded in the books of
account, which have been surrendered or disclosed as income in the tax assessments under the Income
Tax Act, 1961 (43 of 1961).

iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the 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) The Company has not undertaken any transactions with companies struck off under section 248 of
Companies Act, 2013 or section 560 of the Companies Act, 1956.

vi) There is no charge form filed beyond the statutory period for registration of charges or satisfaction with
Registrar of Companies.

vii) The Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key
Managerial Personnel’s and the related parties, either severally or jointly with any other person, that are
repayable on demand and/or without specifying any terms or period of repayment.

Notes:

1) Reduction in profit and loss on account of exceptional item during the year along with lower repayment of debt
as compared to previous year has resulted in significant variance in the ratio.

2) Reduction in profit and loss on account of exceptional item during the current year as against profit in previous
year has resulted in significant variance of the respective ratio.

3) Increase in revenue from operations and reduction in average working capital has resulted in significant
variance in the ratio.

Note 41

Proposed Dividend on Equity and Preference Shares

The Board of Directors at its meeting held on 20th May 2026, has proposed to declare final dividend of Rs. 0.60 per
equity share (12%) [P.Y. Rs. 0.60 per equity share] and Rs.1.00 per preference share (1% on 6,92,480 Preference
shares) [P.Y. Rs. 1.00 per preference share] and Rs. 8.00 per preference share (8% on 2,70,000 Preference
shares) for the year ended 31st March 2026 [P.Y. Rs. Nil] subject to approval of shareholders at the ensuing Annual
General Meeting of the Company.

NOTE 42:EVENTS AFTER REPORTING DATE:

There have been no significant events after the reporting date that requires disclosure in these Ind AS financial
statements.

NOTE 43:

Previous year’s figures have been reclassified and re grouped to conform to current years classification and
grouping.

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Mar 31, 2025

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

Nature and purpose of reserves

a) Capital Reserve :

It represents the gain of capital nature.

b) Capital Reserve arising on business combination :

Capital reserve represents gains of capital nature which mainly include the excess of value of net assets acquired over consideration paid by the Company for business combination transactions and the same is not available for distribution as dividends.

c) Capital Redemption Reserve

Created on redemption of preference shares out of profits in accordance with Companies Act.

d) Securities Premium:

Securities premium represents amount received in excess of face value on issue of shares by the Company. It also includes transfer of stock compensation related to options exercised from employee stock options reserve. The securities premium will be utilized in accordance with the provisions of the Companies Act.

e) General Reserve:

General reserve represents the amount of profits appropriated by the Company

f) Employee Stock Option Reserve:

Employee stock options Reserve represents the fair value of equity-settled transactions and recognized over the period of vesting and/or service conditions are fulfilled.

g) Investment Allowance Reserve

It represents reserve created under the Income Tax Act and has been appropriately utilised.

h) Retained Earnings

Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.

i) Other Comprehensive Income

It represents the cumulative actuarial gains/(losses) net of deferred tax on defined employee benefit plans.

a) The Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind-AS i.e.; 1st April 2016. Ind As required 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. Accordingly deferred tax liability on account of fair valuing of Land was calculated in prior year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, “fair market value of capital assets means where the capital asset became the property of the assessee before the 1st day of April, 2001, the cost of acquisition of the asset to the assessee or the fair market value of the asset on the 1st day of April, 2001, shall be considered at the option of the assessee.”

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required by Ind AS - 12 ‘Income Taxes’ for changes in respect of temporary differences which have been recognised in previous periods. In F.Y. 2018-19, the Company opted to choose the fair market value of the land as on 01.04.2001 as its cost of acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. During the year, consequent to withdrawal of indexation benefit and change in tax rate the accounting provision for deferred tax liability created on Land has been reversed. This has resulted in creation of deferred tax credit during the year of Rs. 351.90 Lakhs (P.Y. Rs. 66.58 Lakhs) which is part of deferred tax credit of Rs. 195.19 Lakhs for the year ended 31st March 2025 (P.Y. deferred tax charge of Rs. (531.89) Lakhs).

b) Deferred tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.

c) During the year, the Company has exercised the option permitted under Section 115BAA of the Indian Income Tax Act, 1961 as introduced by The Taxation Laws (Amendment) Act, 2019. Accordingly, the Company has recognized provision for income tax and re-measured its deferred tax assets/liabilities at the rate prescribed in the said section. Impact of this change has been recognized in the Statement of Profit and Loss account and Other Comprehensive Income for the year ended 31st March 2025.

a) Working capital borrowings from consortium banks on cash credit overdraft/short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semifinished, finished goods and stock in trade, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company and second pari passu charge on the Property, Plant and Equipment’s of the Company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL-‘Amalgamating Company’) are secured by 2^nd pari passu charge on the Property, Plant and Equipment’s of the Company (both present and future) at Udhna, Surat.

Renewed agreement of working capital borrowings with the consortium banks shall be merged in the name of the Company combining limits of the Amalgamating Company post 31^st March 2025.

b) The Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.

c) There has not been any default in repayment of borrowings and interest during the current and previous financial years except for below mentioned delays in previous financial year 2023-24 due to shortage of funds:

NOTE 24 - CONTINGENT LIABILITIES AND COMMITMENTS: a) Contingent Liabilities (to the extent not provided for) (Rs.in Lakhs)
	Particulars		As at 31st March 2025	As at 31st March 2024
	A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
		Disputed Sales Tax/Excise *	118.09	118.09
		*The Company has filed appeals against the respective orders and has paid Rs. 40.40 Lakhs against the dispute in earlier years.
		Tax Deducted at Source F.Y. 2007-08 till F.Y. 2009-10 (P.Y. - F.Y. 2007-08 till F.Y. 2023-24)	0.26	1.31
		Goods and Service Tax # F.Y. 2017-18 to F.Y. 2020-21	545.48	213.39
		# The Company has filed appeals against the respective orders and has paid Rs. 26.53 Lakhs against the dispute.
		Custom Duty demands (F.Y. 2019-20)	36.04	36.04
	B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	437.71	439.42
	C.	GUARANTEES GIVEN:
		Guarantees given on behalf of the Company by its bankers.	2,326.10	1,895.49
		Corporate Guarantees given by the Company to one of its customers	1.76	-

i) The Company does not expect any reimbursement in respect of the above contingent liabilities.

ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 24.a, above pending resolution of the appellate proceedings.

iii) The Company had given Corporate Guarantee of Rs. 4,470.00 Lakhs (P.Y. Rs. 3,250.30 Lakhs) to banks and financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (Amalgamating Company) which got merged with Company from the appointed date i.e; 1^st April 2023(refer Note 37). The Corporate Guarantee has not been considered as contingent liability as in substance the corporate guarantee given to the amalgamating company is no longer valid account of merger.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on capital account and not provided for is Rs. 792.72 lakhs (31^st March 2024 Rs. Nil).

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 332.69 lakhs as at 31^st March 2025 (31st March 2024: Rs. 147.36 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company’s income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest-bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of Profit and Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest-bearing investments will fluctuate because of fluctuations in the interest rates.

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Performance obligations are satisfied at the point of time when the customer obtains the controls of the goods. The Company has not disclosed the information required to be given as per Ind AS 115 -"Revenue from Contracts with Customers" as all the unsatisfied performance obligations as on 31st March 2025 which are part of contract is expected to be completed within duration of one year in accordance with para 121 of Ind AS 115.

NOTE 31:CAPITAL MANAGEMENT:

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

The Company had total cash outflows for leases of Rs. 145.45 Lakhs (PY Rs. 119.37 Lakhs) (excluding interest) for the year ended 31^st March 2025. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31^st March 2025. Further, there are no future cash outflows relating to leases that have not yet commenced.

The lease agreement of the Corporate Office of the Company expired in July 2023. The renewed lease agreement has been made dated 20^th December 2024 based on communication with the lessor. However, the lease agreement is pending to be duly executed for being a valid legal document as sign of the lessor and notary of the lease deed is in process. As per letter from the lessor, the renewed lease agreement has been executed for 10 years i.e; from August 2023 to July 2033. Accordingly, right to use asset and corresponding lease liability has been recognised.

Disclosure pursuant to IND AS 103 “Business Combination”:

Amalgamation of Batliboi Environmental Engineering Limited with the Company

The Board of Directors of the Company, at its meeting held on 11^th March 2024 approved The Scheme of Amalgamation and Arrangement under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 for amalgamation of Batliboi Environmental Engineering Limited (‘Amalgamating Company’) with the Company.

The aforesaid Scheme was sanctioned by Hon’ble National Company Law Tribunal (NCLT) Mumbai Bench vide order dated 24^th March 2025. The Appointed Date of the Scheme is 1^st April 2023 and in terms of the Scheme, all the assets, liabilities, reserves and surplus of the Amalgamating Company have been transferred to and vested in the Company.

The amalgamation had been accounted in accordance with “Pooling of interest method” as laid down in Appendix C -‘Business combinations of entities under common control’ of Ind AS 103 notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as specified in the scheme, such that:

a) All assets and liabilities of the Amalgamating Company are stated at the carrying values as appearing in the standalone financial statements of Amalgamating Company.

b) The identity of the reserves had been preserved and were recorded in the same form and at the carrying amount as appearing in the standalone financial statements of Amalgamating Company.

c) The inter-company balances between both the companies have been eliminated.

d) Comparative financial information in the financial statements of the Amalgamated Company has been restated for the accounting impact of merger, as stated above, as if the merger had occurred from the beginning of the comparative period.

e) The difference between the amount recorded as Equity and Preference shares pending issuance and the amount of share capital of the Amalgamating Company has been transferred to capital reserve separately from other capital reserves.

Consequent to the Scheme coming into effect, in accordance with the share exchange ratio as specified in the Scheme, the Company has to allot 1,26,81,963 equity shares of Rs. 5/- each and 2,70,000 8% Redeemable Non-Cumulative preference shares of Rs. 100/- each to the equity and preference shareholders of the Amalgamating Company which is pending for issuance as on date.

In accordance with the Scheme the authorised share capital of the Amalgamating Company shall be added to the authorised share capital of the Company. Consequently, the authorised share capital of the Company shall increase by 3,40,00,000 equity shares of Rs. 5/- each and 4,00,000 8% Redeemable Non-Cumulative preference shares of Rs. 100/- each. The increase in authorised share capital of the Company is pending as on date.

d) CSR activities include contribution towards promoting health care for the promotion of sanitation under clause (i) of Schedule VII of the Companies Act, 2013.

e) Details of related party transactions, e.g., contribution to a trust / society / section 8 company controlled by the company in relation to CSR expenditure as per Accounting Standard (AS) 18, Related Party Disclosures: The Company has partnered with Bhogilal Leherchand Foundation for promoting health care and in previous year with Leherchand Uttamchand Trust Fund. The Company contributed Rs. 16.83 Lakhs (P.Y. Rs. 5.70 Lakhs) to the Foundation.

NOTE 39:ADDITIONAL REGULATORY DISCLOSURES:

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

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

ii) For the year ended 31st March 2025, there are no instances of transactions not recorded in the books of account, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the 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) The Company has not undertaken any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of the Companies Act, 1956.

vi) There is no charge form filed beyond the statutory period for registration of charges or satisfaction with Registrar of Companies.

vii) The Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key Managerial Personnel’s and the related parties, either severally or jointly with any other person, that are repayable on demand and/or without specifying any terms or period of repayment.

1. Increase in current assets and due to improvement in working capital has resulted in improvement in the ratio.

2. Reduction in borrowings has resulted in improvement in the respective ratios.

3. Reduction in operating margin due to reduction in turnover has resulted in variance of the respective ratios.

4. Reduction in turnover has resulted in improvement in this ratio.

5. Increase in Investments during the year and return on investments has resulted in improvement in the ratio. Note 40

Proposed Dividend on Equity and Preference Shares

The Board of Directors at its meeting held on 23^rd May 2025, has proposed to declare final dividend of Rs. 0.60 per equity share (12%) [P.Y. Rs. 0.50 per equity share] and Rs. 1.00 per preference share (1%) for the year ended 31^st March 2025 [P.Y. Rs. 1.00 per preference share].

NOTE 41:EVENTS AFTER REPORTING DATE:

There have been no significant events after the reporting date that requires disclosure in these Ind AS financial statements.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS NOTE 42:

Previous year’s figures have been reclassified and re grouped to conform to current years classification and grouping.

---

Mar 31, 2024

a) On transition to Ind AS, the fair value of investments held in Queen Project (Mauritius) Ltd. was treated as deemed cost based on Ind AS 101 - First time adoption of Ind AS. The fair value of investment in equity shares and redeemable non-cumulative preference shares of the subsidiary company was considered as nil and Rs. 485.45 Lakhs respectively and Rs. 405.65 lakhs and Rs. 2,479.35 lakhs respectively was adjusted against the retained earnings on the date of transition.

b) Queen Projects (Mauritius) Ltd, is undergoing a voluntary liquidation process and consequently the Shares of Quickmill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company on 28th July 2023. The liquidation application of the said subsidiary was approved on 29th February 2024 and the subsidiary company shall dissolved within three months from the date of approval.

The Company has considered the carrying amount of preference shares held in the Queen Projects (Mauritius) Ltd on 28th July 2023 have been considered as cost for acquiring the investments in Quickmill Inc and 760 Rye Steert respectively, as no additional cost has been incurred by the Company on transfer of these shares.

c) On transition to Ind AS, investment in unquoted equity shares were designated as fair value through profit and loss. The fair value of investment in these unquoted equity shares was considered as nil and Rs. 191.21 lakhs was adjusted against the retained earnings on the date of transition.

In financial year 2018-19 the Company had decided to sell a part of Land, Building and Capital work in progress amounting to Rs. 1,779.39 Lakhs out of the total factory land and building located in Surat. The part of Land and Building was classified and presented as “held for sale” and was carried at the lower of carrying value and fair value as at 31st March 2019. The management of the Company is looking for a buyer and is hopeful to finalise and execute the deal in near future.

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings..

During the year, the Company allotted 1,60,003 (PY 1,69,998) equity shares, of face value Rs. 5/- each on exercise of stock options by the eligible employees under the prevailing Employees Stock Option Plan (‘ESOP'') scheme of the Company.

Nature and purpose of reserves

a) Capital Reserve :

It represents the gain of capital nature.

b) Capital Redemption Reserve

Created on redemption of preference shares out of profits in accordance with Companies Act.

c) Securities Premium:

Securities premium represents amount received in excess of face value on issue of shares by the Company. It also includes transfer of stock compensation related to options exercised from employee stock options reserve. The securities premium will be utilized in accordance with the provisions of the Companies Act.

d) General Reserve:

General reserve represents the amount of profits appropriated by the Company.

e) Employee Stock Option Reserve:

Employee stock options Reserve represents the fair value of equity-settled transactions and recognized over the period of vesting and/or service conditions are fulfilled.

f) Investment Allowance Reserve

It represents reserve created under the Income Tax Act and has been appropriately utilized.

g) Retained Earnings

Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.

a) Includes amount of Rs. 16.60 Lakhs (Previous Year - Rs. 54.16 Lakhs) due to related parties.

b) Trade payables - Non Current has been disclosed based on the management expectation to settled the same beyond 12 months from the reporting date.

a) The Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind-AS i.e; 1st April 2016. Ind AS required 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. Accordingly deferred tax liability on account of fair valuing of Land was calculated in previous year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, “fair market value of capital assets means where the capital asset became the property of the assessee before the 1st day of April, 2001, the cost of acquisition of the asset to the assessee or the fair market value of the asset on the 1st day of April, 2001, shall be considered at the option of the assessee.”

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required by Ind AS - 12 ‘Income Taxes'' for changes in respect of temporary differences which have been recognised in previous periods. In F.Y. 2018-19, the Company opted to choose the fair market value of the land as on 01.04.2001 as its cost of acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. This has resulted in creation of deferred tax charge during the year of Rs. 66.58 Lakhs (PY. deferred tax credit of Rs. (118.73 Lakhs) which is part of deferred tax credit of Rs. (269.47) Lakhs for the year ended 31st March 2024 (P.Y. deferred tax charge of Rs. 35.32 Lakhs).

b) Deferred tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.

c) The Taxation Laws (Amendment) Act, 2019 provides domestic companies with an option to opt for lower tax

rate, provided they do not claim certain deductions. The Company has presently considered the rate existing prior to the amendment. The Company shall evaluate the option to opt for lower tax rate once it utilises the carried forward losses available under the Income Tax Act. .

a) Working capital borrowings from consortium banks on cash credit overdraft/short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semifinished, finished goods and stock in trade, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company and second pari passu charge on the Property, Plant and Equipment''s of the Company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2^nd pari passu charge on the Property, Plant and Equipment''s of the Company (both present and future) at Udhna, Surat.

b) The Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.

NOTE 24 - CONTINGENT LIABILITIES AND COMMITMENTS:
a)	Contingent Liabilities (to the extent not provided for)		(Rs.in Lakhs)
Particulars		As at 31st March 2024	As at 31st March 2023
A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
	Disputed Sales Tax/Excise *	118.09	118.09
	*The Company has filed appeals against the respective orders and has paid Rs. 40.40 Lakhs against the dispute in earlier years.
	Tax Deducted at Source F.Y. 2008-09 till F.Y. 2015-16	1.31	10.35
	(P.Y. - F.Y. 2007-08 till F.Y. 2023-24) Goods and Service Tax # F.Y. 2017-18	213.39	-
	# The Company has filed appeals against the respective orders and has paid Rs. 9.60 Lakhs against the dispute.
	Custom Duty demands (F.Y. 2019-20)	36.04	36.04
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	143.98	144.48
C.	GUARANTEES GIVEN:
	Corporate Guarantee given to banks and financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party.	3,250.30	3,340.23
	Guarantees given by the Company''s bankers on behalf of BEEL specific guarantee facility given in matter of one of its vendors (which is part of Corporate Guarantee shown in above row of Rs. 3,250.30 Lakhs (P.Y. Rs. 3,340.23 Lakhs)	293.26	358.79
	Guarantees given on behalf of the Company by its bankers.	338.84	352.33

i) The Company does not expect any reimbursement in respect of the above contingent liabilities.

ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 24.a, above pending resolution of the appellate proceedings.

iii) In respect of guarantees as specified in note 24.c given by the Company to the bankers of BEEL, one of the related parties, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is Nil (31^st March 2023 Rs. 1.44 Lakhs).

NOTE 25- RELATED PARTY DISCLOSURES:

A) List of Related Parties *:

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Subsidiary Companies:

a) Queen Projects (Mauritius) Ltd - Mauritius.¹

b) Quickmill Inc.- Canada ¹

c) 760 Rye Street Inc., Canada ¹

1. This was subsidiary upto 28th July 2023, the subsidiary is undergoing voluntary liquidation process and consequently the Shares of Quickmill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company.

NOTE 29 - FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement: a. Accounting classification and fair values

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

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company''s risk management policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 62.66 lakhs as at 31^st March 2024 (31^st March 2023: Rs. 169.92 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company''s income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest-bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of Profit and Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest-bearing investments will fluctuate because of fluctuations in the interest rates.

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

b) Performance Obligation under contract with customers:

Performance obligations are satisfied at the point of time when the customer obtains the control of the goods. All the unsatisfied performance obligations as at 31^st March 2024 which are part of contract is expected to be completed within duration of one year.

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

The Company had total cash outflows for leases of Rs. 92.06 Lakhs (PY Rs. 80.62 Lakhs) (excluding interest) for the year ended 31^st March 2024. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31^st March 2024. Further, there are no future cash outflows relating to leases that have not yet commenced.

The Lease agreement of corporate office of the Company with Bharat Line Limited has been expired during the year and the execution of the renewed agreement is in process. As the renewal of the lease agreement is certain, the lease tenure and escalation has been estimated by the Company based on the same terms of the previous years agreement and accordingly Right to Use asset and corresponding lease liability has been recognised.

During the year, the Company has filed the draft scheme of Amalgamation between Batliboi Environment Engineering Limited and the Company which was approved by Board of Directors on 11th March 2024. Subsequently process for seeking approval to the scheme of amalgamation from the regulatory authorities is in process. Accordingly, the Company has filed an application to obtain no objection certificate(NOC) from the stock exchange i.e; Bombay Stock Exchange(BSE).

The Company at the Extra Ordinary General Meeting held on 29th March 2024 has approved issue of upto 56,14,000 equity shares on preferential basis. The Company has received application money during the month of April 2024. The Company has allotted 52,64,000 equity shares at an issue price Rs. 113.50 per share on 12th April 2024. Further, the Company has received listing approval of the above-mentioned shares on 6th May 2024 and trading approval on 24th May 2024 from the stock exchange i.e; BSE.

NOTE 39: CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company from 1st April 2023. However, the gross amount required to be spent by the Company during the year was Rs. Nil Lakhs, as the average net profit of the Company for the three immediately preceding financial years was net loss of Rs. (109.93 Lakhs). Hence the disclosures required to be made in respect of CSR expenditure is not applicable for the year ended 31st March 2024.

Note No. 40: Additional Regulatory Disclosures:

i) a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or

any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

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

ii) For the year ended 31st March 2024, there are no instances of transactions not recorded in the books of account, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the 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) The Company has not undertaken any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of the Companies Act, 1956.

vi) There is no charge form filed beyond the statutory period for registration of charges or satisfaction with Registrar of Companies.

vii) The Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key Managerial Personnel''s and the related parties, either severally or jointly with any other person, that are repayable on demand and/or without specifying any terms or period of repayment.

Note No. 41: Proposed Dividend on Equity and Preference Shares

The Board of Directors at its meeting held on 27th May 2024, has proposed to declare final dividend of Rs. 0.50 per equity share(10%) and Rs. 1.00 per preference shares (1%) for the year ended 31st March 2024 (P.Y. Rs. Nil)).

Note No. 42: EVENTS AFTER REPORTING DATE:

The Company has allotted 52,64,000 equity shares on preferential basis at an issue price of Rs. 113.50 per share (total amount received Rs. 5,974.64 Lakhs) on 12th April 2024 (Refer note 38 of these Ind AS Financial Statement). There have been no other significant events after the reporting date that require disclosure in these Ind AS financial statements.

NOTE 43:

Previous year''s figures have been reclassified and re grouped to confirm to current years classification and grouping

1

These were step down subsidiaries upto 28th July 2023, and subsequently have become direct subsidiaries

of the Company as given in footnote 1 above.

---

Mar 31, 2018

Note No. 1 Company Overview

Batliboi Ltd, was incorporated in 1941. The Registered Office of the Company is located at Bharat House, 5th Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. Its shares are listed in Bombay Stock Exchange (BSE). The Company is engaged in manufacture and trading of machine tool and textile engineering machines.

Note No. 2 Basis for preparation:

i. Compliance with Ind AS:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder. For all the periods upto 31st March 2017, the financial statements were prepared under historical cost convention in accordance with the accounting standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. The financial statements for the year ended 31st March 2018 are the first financial statements of the Company under Ind AS. Refer to Note- 35 for explanation of how the transition from previously applicable Indian GAAP (herewith referred to as ‘IGAAP’) to Ind AS has affected the financial position, financial performance and cash flows of the Company.

ii. Basis of accounting :

The Company maintains its accounts on accrual basis following the historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS.

iii. Presentation of Financial Statements :

The Balance Sheet, Statement of Profit and Loss and Statement of Changes in equity are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

iv. Functional and presentation Currency :

The Company’s presentation and functional currency is Indian Rupees (?) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

Note No. 3 Use of Judgement, Assumptions and Estimates

The preparation of the Company’s financial statements requires management to make informed judgements, reasonable assumptions and estimates that affect the amounts reported in the financial statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit & Loss in the period in which the estimates are revised and in any future periods affected.

In the assessment of the Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the financial statements relate to the following areas:

- Financial instruments;

- Useful lives of property, plant & equipment;

- Valuation of inventories;

- Measurement of recoverable amounts of assets / cash-generating units;

- Assets and obligations relating to employee benefits;

- Evaluation of recoverability of deferred tax assets; and

- Provisions and Contingencies.

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of Rs. 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

Preference Shares

6,92,480, 5% Non Cumulative Preference Shares of Rs. 100 each ( 4,78,000 Reedemable on 27th March, 2021 and 2,14,480 redeemable on 19th June 2021.

The reconciliation of the number of shares outstanding at the begnning and at the end of year is as under :

Deferred tax Asset on unabsorbed depreciaition, unabsorbed business lossess and other temporary differnces available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.

Note No 4:

Working capital borrowings from consortium banks on cash credit overdraft/ short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semi-finished and finished goods, consumable stores and spares, bills receivable, books debts and other moveable current assets (both present and future) of the company and second pari passu charge on the fixed assets of the company (both present and future) at Udhana, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2nd pari passu charge on the fixed assets of the company (both present and future) at Udhana Surat.

i) The company does not expect any reimbursement in respect of the above contingent liabilities.

ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 22.a, above pending resolution of the appellate proceedings.

iii) In respect of guarantees as specified in note 22.c given by the Company to the bankers of BEEL, one of the related party, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is ‘7.84 lakhs (31st March 2017: Rs. 19.07 lakhs, 01st April 2016: Nil).

NOTE 5- RELATED PARTY DISCLOSURES AS PER IND AS 24: a. List of Related Parties *:

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Subsidiary Companies:

a) Queen Projects (Mauritius) Ltd - Mauritius.

b) Vanderma Holdings Ltd - Cyprus 1

c) Pilatus View Holdings AG- Switzerland 1

d) Quickmill Inc.- Canada 1

e) Aesa Air Engineering SA- France 1

f) Aesa Air Engineering PTE Ltd - Singapore 1

g) Aesa Air Engineering Ltd - China 1

h) Aesa Air Engineering Pvt Ltd India 1

i) 760 Rye Street Inc., Canada 1.

1 These are step down subsidiaries.

ii) Key Management Personnel and their relatives :

a) Mr. Nirmal Bhogilal, Chairman

b) Mr. Vivek Sharma, Managing Director

c) Mrs. Sheela Bhogilal, Director

d) Mrs Prema Chandrasekhar, Chief Financial Officer (up to 16/05/2017)

e) Mr Ketan Vyas, Chief Financial Officer ( w.e.f. 16/05/2017)

f) Ms Namita Thakur, Company Secretary (up to 31/08/2016)

g) Ms Sarika Singh, Company Secretary ( w.e.f 25/10/2016)

h) Mr Kabir Bhogilal, Chief X Officer

i) Mrs Maya Bhogilal

iii) Independent / Non Executive Directors

a) Mr. Ameet Hariani

b) Mr. E. A. Kshirsagar

c) Mr. George Verghese

d) Mr. Subodh Bhargava

e) Mr. Vijay Kirolskar

iv) Enterprises over which Key Management Personnel are able to exercise significant influence :

a) Batliboi Environmental Engineering Ltd

b) Batliboi International Limited

c) Batliboi Impex Ltd

d) Batliboi Enxco Pvt Ltd

e) Sustime Pharma Ltd

f) Spartan Electricals

g) Bhagmal Investments Pvt Ltd

h) Delish Gourment Pvt Ltd

i) Hitco Investments Pvt Ltd

j) Nirbhag Investment Pvt Ltd

k) Pramaya Shares and securities Pvt Ltd

l) Bhogilal Trustship Pvt Ltd

v) Entities in which management personnel are trustees :

a) Bhogilal Leherchand Foundation

b) Leherchand Uttamchand Trust Fund

c) Shekhama Family Trust

d) Bhogilal Family Trust

‘Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) - 24 disclosed above is as identified by the company and relied upon by the auditors.

NOTE 6 - FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Company and outstanding as on 31st March, 2018 for Hedging currency and interest related risks.

Nominal amount of derivative contracts entered by the company and outstanding is given below:

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31st March, 2018 and 31st March 2017:

c. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 7- DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD-19 “EMPLOYEE BENEFITS”:

The Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

Provident Fund:

The Fair value of the assets of the provident fund trust as of the balance sheet date is greater than the obligation, including interest and also the returns on these plan assets including the amount already provided are sufficient to take care of provident fund interest obligations, over and above the fixed contributions.

NOTE 8 - FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement:

a. Accounting classification and fair values

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

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs. 18.79 lakhs as at 31st March 2018 (31st March 2017: Rs. 63.93 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company’s income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of profit and loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Note No. 9:

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital , share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

Note No 10:

Disclosure for provisions in terms of IND AS 37

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 13) :

Note No 11: ESOP related Disclosure

Pursuant to the resolution passed in the extra ordinary general meetig in the year 2011-12, the Company has reversed 28,65,255 options to the eligible employees of the Company and its subsidiaries under the Employees Stock Option Scheme. The exercise price of all the options is Rs. 15.75 per option. Summary of stock options as on 31.03.2018 is as follows:

Note No 12: Segment Reporting

The Company has considered business segments as the primary segments for disclosure.

Segments have been identified in line with the Accounting Standards on Segment Reporting (Ind As 108), taking into account the nature of business, products and services, the Company’s organization structure as well as the differential risks and returns of these segments. Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments. Those not identifiable to the individual segments are included under unallocated.

The Company has classified its business into the following segments:

a) Machine Tool Business Group, which handles manufacturing and marketing (including trading and agency business) of machine tool and components e.g. CNC and GPM machines, machine castings, machine carcasses, cranes etc.

b) Textile Engineering Group, which deals in manufacturing and marketing of textile air-engineering systems range i.e. Humidification, waste recovery, and auto control systems, besides marketing (including trading and agency business) of textile machinery e.g. circular knitting, spinning, and flat-knitting machines etc.

c) Others, which covers remaining business i.e., air conditioning equipments, agro-industrial products (e.g. pumps/motors) etc

Note No13 :

Balances of receivables and payables are subject to confirmation.

Note No. 14

Disclosures as required by Indian Accounting Standard (Ind AS) 101 First Time Adoption of Indian Accounting Standards First Time Adoption of Ind AS

The financial statements for the year ended 31st March 2018, are the Company’s first financial statement prepared in accordance with Indian Accounting Standrad (Ind AS) as notified under Companies (Indian Accounting Standards) Rules, 2015. For periods up to and including the year ended 31st March 2017, 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).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended on 31st March 2018, together with the comparative period data as at end for the year ended 31st March 2017. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1st April 2016, the Company’s date of transition to Ind AS. This note explains the mandatory exceptions and optional exemptions availed by the Company in restating its Indian GAAP financial statements, including the Balance Sheet as at 1st April 2016 and the financial statements as at end for the year ended 31st March 2017.

(i) Mandatory exceptions:

a) Estimates:

The estimates as at 1st April 2016 and 31st March 2017 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:

- Fair Value through Profit and Loss - quoted and unquoted equity (other than investments in Subsidiaries).

- Impairment of financial assets based on expected credit loss model.

- Provision for inventory obsolescence.

- Provision for warranty.

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at 1st April 2016, the date of transition to Ind AS and as at 31st March 2017.

b) Derecognition of financial assets & financial liabilities

The Company has applied the de-recognition requirements in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

c) Classification and measurement of financial assets and financial liabilities :

The Company has classified the financial assets and financial liabilities in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

d) Impairment of financial assets :

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

(ii) Optional exemptions (allowed as per Ind AS 101):

a) Business Combination :

The company has applied the exemption as provided in Ind AS 101 on non-application of Ind AS 103, “Business Combinations” to business combinations consummated prior to April 1, 2016 (the Transition Date).

b) Share based payment transactions :

Ind AS 101 encourages but does not require first time adopters to apply Ind AS 102 “Share Based Payment” to equity instruments that were vested before the date of transition to Ind AS. Accordingly the company has elected not to apply Ind AS 102 to options that vested prior to April 1, 2016.

c) Cumulative Translation differences :

The company has elected to apply Ind AS 21 “The Effects of Changes in Foreign Currency” prospectively in respect of cumulative translation differences that existed at the date of transition to Ind AS relating to long term foreign currency monetary item being net investment in foreign subsidiary.

d) Use of Fair value as Deemed cost :

The Company has elected to measure items of Property, Plant and Equipment at its carrying value at the transition date except for Land, Building and Plant and Machinery and for investments held in subsidiaries which are measured at fair value as deemed cost as at the date of transition to Ind AS.

e) Designation of previously recognised financial asset :

The company has elected to designate financial asset i.e investment in equity shares other than investments in subsidiaries at Fair Value through Profit and Loss as per Ind AS 109 based on the facts and circumstances as on transition date.

A. Defined Employee Benefit Liabilities :

Both under Indian GAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to Statement of Profit and Loss. Under Ind AS, remeasurement [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized in Other Comprehensive Income (OCI). Due to this, for the year ended 31st March 2017, the employee benefit cost is reduced and remeasurement gains/ losses on defined benefit plans has been recognized in the OCI.

B. 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 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.

Under Indian GAAP, deferred tax assets are recognized in case of unabsorbed depreciation or carry forward losses only to the extent that there is timing difference the reversal of which is virtual certain. Under Ind AS 12, deferred tax assets on such items are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences.

Minimum Alternate tax has been merged with deferred tax assets as required under Ind AS 12 deferred tax assets are amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carry forward of unused tax losses and the carry forward of unused tax credits.

C. Financial Assets/ Liabilities measured at amortised cost :

Under Ind AS financial assets and liabilities are measured at fair value at the inception and subsequently at amortised cost or at fair value based on their classification. Under I-GAAP the financial assets and liabilities were measured at cost. Loans from Director and Preference Share Capital are recognized at amortized cost using effective interest rate method. On initial recognition the fair value of loans and Redeemable Preference shares to Related Parties has been estimated by discounting the future loan repayments using the rate the borrower may pay to an unrelated lender for a loan. Accordingly corresponding effect of interest income/expense from financials instruments measured at amortised cost has been recognized in Statement of Profit and Loss.

D. Fair Valuation of Property, Plant and Equipment :

The Company has elected the option of fair value as deemed cost for Property, Plant and Equipment and Capital Work in Progress as on the date of transition date to Ind-AS. This has resulted in increase of Rs. 17,999.65 Lakhs in the value of Property, Plant and Equipment and reduction in the value of Capital Work in Progress with corresponding net increase in retained earnings of Rs. 17,718.32 Lakhs. Fair value as Deemed cost as on transition date for respective category of Plant, Property and Equipment and Capital Work in Progress is as under:

Since fair value of Property Plant and Equipment as on 1st April 2016 has been adopted as deemed cost, the profit on sale of SPM property which was recognized on the profit and loss account during the financial year 2016-17 under Indian GAAP has been reversed.

E. Changes in rates of Foreign currency monetary items :

Ind AS 21 requires that exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operations shall be recognized in the profit and loss in the separate financial statements of the reporting entity. Accordingly the exchange difference on such item which was recognized in the Foreign Currency translation reserve under Indian GAAP is recognized in the profit and loss account.

F. Provision for Warranty:

The Company has on adoption of Ind AS changed the basis of estimation of provision for warranty considering the past trend.

G. Fair value as deemed cost for investments in subsidiaries and Fair value of investments in quoted and unquoted equity (other than investments in Subsidiaries):

On transition, Ind AS 101 allows an entity to treat fair value as deemed cost for investments held in subsidiaries. Accordingly, the Company has elected to treat fair value as deemed cost for its investments held in a subsidiary.

Under Indian GAAP, the Company has recorded long term investment in quoted and unquoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, the Company has designated such investments as FVTPL investments.

The amount which was recognized in Foreign Currency Translation Reserve during 2016-17 under Indian GAAP has been reversed consequent to adoption of fair value as deemed cost for investments in subsidiaries as on 1st April 2016.

H. Provision for obsolescence of Inventory:

The Company has on adoption of Ind AS elected to measure the provision for obsolescence of inventory based on the age of the inventory instead of making provision on the basis of identification which was followed in Indian GAAP.

I. Trade receivables:

As per Ind AS 109, the Company is required to apply expected credit loss model for recognizing the allowance for doubtful debts.

J. Preference shares Capital:

The company has treated 5%preference shares as borrowings on transition date as the same are redeemable and non-cumulative with a predefined period for redemption. This had resulted in decrease in Equity as on transition date with a corresponding increase in long term borrowings.

K. Foreign Currency Translation Reserve :

The Company has elected to reset the balance appearing in the foreign currency translation reserve to zero as at 1st April 2016. Accordingly, the translation reserve balance under previous GAAP has been transferred to retained earnings. There is no impact on the total equity as a result of this adjustment.

L. Revaluation surplus under Indian GAAP :

The Company has elected fair value as deemed cost for its Property, Plant and Equipments and thus, the revaluation surplus existing as on the transition date under Indian GAAP has been derecognized in the retained earnings on the date of transition.

M. Excise Duty

Excise duty on account of sale of goods have been included in revenue as it is on own account because it is a liability of the manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not.

Note No. 15 :

The audit report of financial year 2016-17 and 2015-16 contained qualified opinion on account of remuneration to Managing Director in excess of the ceiling under Schedule V of the Companies Act, 2013 from 1st February 2016 to 12th September 2016. The Company has received approval from Central Government on 21st June 2017 for remuneration paid to Managing Director.

Note No. 16 :

Previous years figures have been reclassified and re grouped to confirm to current years classification and grouping. Figures in bracket represent previous years figure.

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Mar 31, 2017

1. Borrowings and Securities:

Working Capital Borrowings from Consortium banks on cash credit Overdraft /Short Term Loan and non-fund based facilities are secured by first pari-passu charge on stock of Raw Materials, Stock in Process, Semi-finished and finished goods, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company; and Second pari passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat. Credit facilities including sub-limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL), are secured by 2nd pari-passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat.

2. Contingent Liabilities not provided for in respect of:

3. Claims against the Company not acknowledged as debts: Rs 187.40 Lakhs (Previous Year: Rs. 230.12 Lakhs).

4. Disputed Sales Tax/Excise demands under appeal Rs. 76.30 Lakhs (Previous Year: Rs 76.30 Lakhs).

5. Corporate Guarantees given to banks & financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party: Rs 2,070.00 Lakhs (Previous year: Rs 2,290.00 Lakhs). Balance outstanding as on 31.03.2017: Rs 1,753.14 Lakhs (Previous Year: Rs. 1,543.95 Lakhs).

6. Guarantees given on behalf of the Company by its bankers and outstanding Rs 796.09 Lakhs (Previous year: Rs. 884.40 Lakhs). Out of the above, Guarantees of Rs 73.78 Lakhs (Previous year Rs. 91.78 Lakhs) given by Company''s bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

7. Guarantee given by the company''s bankers on behalf of BEEL out of the specific guarantee facility of Rs. 288.00 Lakhs Rs. 171.33 Lakhs is outstanding as on 31.03.2017.

8. In respect of guarantees given by the Company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company.

9. Standby letter of Credit of CAD 1.52 million equivalent to Rs. 728.53 Lakhs issued by the Company''s banker out of the working capital limit to the banker of Quickmill Inc., a step-down subsidiary of the Company.

10. Commitments:

11. Estimated amount of contracts remaining to be executed on capital account not provided for: Rs 19.07 Lakhs (Previous Year: Rs. Nil Lakhs).

12. The Company does not have any other commitment.

13. Details of Manufacturing, Trading and Services: (A) MANUFACTURING

14. Consumption of Raw Materials:

15. The effects of Changes in Foreign Exchange Rates:

Exchange Gains/Loss credited/charged to Profit and Loss Account: Exchange Loss in Rs 21.43 Lakhs (P.Y Exchange Gain of Rs.31.03 Lakhs).

Exchange Loss of Rs. 96.13 Lakhs (P.Y. exchange gain of Rs. 239.57 Lakhs) on long term investment in wholly owned foreign subsidiary shown under “Foreign Currency Translation Reserve” in Reserves and Surplus.

16. As per Accounting Standard 15 Employee Benefits - the disclosures as defined in the Accounting Standard are given below:

17. Defined Contribution Plans:

The Company has recognized the following amounts in the Profit and Loss Account for the Year:

18. Defined Benefit Plans/Compensated Absence:

General description of Defined Benefit Plan Gratuity:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service.

* The estimate of future salary increases considered in actuarial valuation are on the basis of rough approximation of the salary an employee will be receiving at the time of actual payment of gratuity/leave encashment. A suitable growth rate is assumed for this purpose. This is implied in the Projected Unit Credit Method.

19. Provident fund:

The fair value of the assets of Provident Fund Trust as of Balance Sheet date is greater than the obligation, including interest, and also the returns on these plan assets including the amount already provided are sufficient to take care of PF interest obligations, over and above the fixed contribution recognized.

20. Segment Reporting:

The Company has considered business segments as the primary segments for disclosure.

Segments have been identified in line with the Accounting Standards on Segment Reporting (AS-17), taking into account the nature of business, products and services, the Company''s organization structure as well as the differential risks and returns of these segments. Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments. Those not identifiable to the individual segments are included under unallocated.

The Company has classified its business into the following segments:

21. Machine Tool Business Group, which handles manufacturing and marketing (including trading and agency business) of machine tool and components e.g. CNC and GPM machines, machine castings, machine carcasses, cranes etc.

22. Textile Engineering Group, which deals in manufacturing and marketing of textile air-engineering systems range i.e. Humidification, waste recovery, and auto control systems, besides marketing (including trading and agency business) of textile machinery e.g. circular knitting, spinning, and flat-knitting machines etc.

23. Others, which covers remaining business i.e., air conditioning equipments, agro-industrial products (e.g. pumps/motors) etc.

24. Secondary Segment Reporting

The Company caters mainly to the needs of the domestic market. The export turnover is not significant in the context of the total turnover. As such there are no reportable geographical segments.

25.. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on “Related Party Disclosures” are given below:

26. Relationships:

27. Subsidiary Companies:

28. Queen Projects (Mauritius) Ltd.-Mauritius

29. Vanderma Holdings Ltd.-Cyprus

30. Pilatus View Holdings AG-Switzerland

31. Quickmill Inc.-Canada

32. Aesa Air Engineering SA-France

33. Aesa Air Engineering PTE Ltd.-Singapore

34. Aesa Air Engineering Ltd.-China

35. Aesa Air Engineering Pvt. Ltd.-India

36. 760 Rye Street Inc, Canada

37. Key Management Personnel:

38. Mr. Nirmal Bhogilal, Chairman

39. Mr. Vivek Sharma, Managing Director

40. Mrs. Sheela Bhogilal, Director

41. Mrs. Prema Chandrasekhar, Chief Financial Officer

41. Ms. Namita Thakur, Company Secretary (Up to 31/08/2016)

42. Ms. Sarika Singh (from 25/10/2016)

43. Relatives of Key Management Personnel:

44. Mr.Kabir Bhogilal, Vice President-Corporate Strategy

45. Mrs.Maya Bhogilal

46. Entities over which key management personnel are able to exercise significant influence:

47. Batliboi Environmental Engineering Ltd.

48. Batliboi International Limited

49. Batliboi Impex Ltd.

50. Batliboi Enxco Pvt. Ltd.

51. Sustime Pharma Ltd. ²

52. Spartan Electricals

53. Bhagmal Investments Pvt. Ltd .*

54. Delish Gourment Pvt. Ltd.*

55. Hitco Investments Pvt. Ltd.

56. Nirbhag Investments Pvt. Ltd. *

57. Pramaya Shares & Securities Pvt. Ltd. *

58. Bhogilal Trustship Pvt. Ltd.*

59. Entities in which management personnel are trustees

60. Bhogilal Leherchand Foundation*

61. Leherchand Uttamchand Trust Fund*

62. Shekhama Family Trust

63. Bhogilal Family Trust

64.. Provisions, Contingent Liabilities and Contingent Assets:

Disclosure for Provisions in terms of AS-29:

The aforesaid Provisions are made towards claims made by sales tax and excise authorities pending under appeal and provisions for warranty cover related to goods sold and jobs executed.

65. Balances of receivables and payables are as per books of account. Letters have been sent to selected parties seeking confirmation of balances, and replies are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

66. In the opinion of the management, current assets, long term loans and advances and other non-current assets have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

67. Assets and Liabilities are classified as current or non-current based on the terms of contract where available and based on the judgment of the management in other cases.

68. The Company did not have any long term contracts including derivative contract for which there were any material foreseeable losses.

69. Advances and Deposits from customers reflected under “Other Long Term Liabilities” and “Other Current Liabilities” represent advance/security deposit received by the Company for supply of capital goods.

70. A. The Company has incurred operating losses during the year owing to overall slowdown in the economy affecting the investment by private parties and government sectors in the capital intensive sector. The Company has taken steps to improve the working capital situation by sale of non-core assets during the year and also has a satisfactory order book position as on date.

71. The Company has investment in its subsidiary Aesa Air Engineering SA- France whose accumulated losses are greater than the net worth. In the opinion of the Management, having regard to the long term interest of the Company in the said subsidiary and considering the sizeable order books and cash flow projections of the subsidiary, there is no diminution other than temporary, in the value of the Investments.

The Company has investments in Batliboi Environmental Engineering Ltd, (BEEL) of Rs.191.21 Lakhs. BEEL has accumulated losses which have significantly eroded their net worth. In the opinion of the Management, having regard to the long term interest of the Company in BEEL, there is no diminution other than temporary, in the value of the Investments.

72. Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Company has reserved 28,68,255 options to the eligible employees of the Company and its subsidiaries under the Employee Stock Option Scheme. The exercise price for all the options is Rs.15.75.

73.. Exceptional item of Rs. 593.95 Lakhs represents profit on sale of Bangalore property being the difference between sale value and the revalued amount. The amount standing to the credit of Revaluation reserve of Rs. 440.34 Lakhs has been transferred to General reserve on disposal.

74. Previous year''s figures have been reclassified and regrouped to conform to current year''s classification and grouping. Figures in bracket represent previous year''s figures.

---

Mar 31, 2016

1. Borrowings and Securities:

Working Capital Borrowings from Consortium banks on Cash Credit, Overdraft /Short Term Loan and Non-Fund based facilities are secured by first pari-passu charge on stock of Raw Materials, Stock in Process, Semi-finished and Finished Goods, Consumable Stores and Spares, Bills Receivable, Book Debts and Other Moveable Current Assets (both present and future) of the Company; and Second pari passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat and Hosur Road Bangalore. Credit facilities including sub-limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL), are secured by second pari-passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat and Hosur Road Bangalore.

2. Contingent Liabilities not provided for in respect of:

3. Claims against the Company not acknowledged as debts: Rs.230.12 Lacs (Previous Year: Rs.227.85 Lacs).

4. Disputed Sales Tax/Excise demands under appeal Rs.76.30 Lacs (Previous Year: Rs.76.30 Lacs).

5. Corporate Guarantees given to banks & financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party: Rs.2,290.00 Lacs (Previous year: Rs.2,290.00 Lacs). Balance outstanding as on 31.03.2016: Rs.1,543.95 Lacs (Previous Year: Rs.1,957.11 Lacs).

6. Guarantees given on behalf of the Company by its bankers and outstanding Rs.884.40 Lacs (Previous year: Rs.1,127.48 Lacs). Out of the above, Guarantees of Rs.91.78 Lacs (Previous year Rs.109.56 Lacs) given by Company''s bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

7. Guarantee given by the Company''s bankers on behalf of BEEL out of the specific guarantee facility of Rs.288.00 Lacs Rs.171.33 Lacs is outstanding as on 31.03.2016.

f) In respect of guarantees given by the Company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company.

8. Commitments:

9. Estimated amount of contracts remaining to be executed on capital account not provided for: Rs. Nil Lacs (Previous Year: Rs. Nil Lacs).

10. The Company does not have any other commitment.

11. The effects of Changes in Foreign Exchange Rates:

Exchange Gains/Loss credited/charged to Profit and Loss Account: Exchange Gain Rs.31.03 Lacs (P.Y Exchange Loss of Rs.4.37 Lacs).

Exchange Gain of Rs.239.57 Lacs (P.Y. Exchange Loss of Rs.431.41 Lacs) on long term investment in wholly owned foreign subsidiary shown under “Foreign Currency Translation Reserve” in Reserves and Surplus.

12. Defined Benefit Plans/Compensated Absence:

General description of Defined Benefit Plan

Gratuity:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service. Gratuity and Compensated Absence as per actuarial valuation on 31^st March, 2016 (31^stMarch, 2015):

13. Secondary Segment Reporting

The Company caters mainly to the needs of the domestic market. The export turnover is not significant in the context of the total turnover. As such there are no reportable geographical segments.

14. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on “Related Party Disclosures” are given below:

15. Relationships:

16. Subsidiary Companies:

17. Queen Projects (Mauritius) Ltd.- Mauritius

18. Vanderma Holdings Ltd.- Cyprus

19. Pilatus View Holdings AG - Switzerland

20. Quickmill Inc. - Canada

21. Aesa Air Engineering SA - France

22. Aesa Air Engineering PTE Ltd - Singapore

23. Aesa Air Engineering Ltd - China

24. Aesa Air Engineering Pvt Ltd – India

25. 760 Rye Street Inc, Canada

26. Key Management Personnel:

27. Mr. Nirmal Bhogilal, Chairman

28. Mr. Vivek Sharma, Managing Director

29. Mrs. Sheela Bhogilal, Director

30. Mrs. Prema Chandrasekhar, Chief Financial Officer

31. Ms. Namita Thakur, Company Secretary

32. Mrs. Puneet Kapur, Chief Corporate Counsel and Company Secretary⁶

33. Mr. Anand Sharma, Company Secretary*

*Resigned during Financial Year 2015-16

34. Relatives of Key Management Personnel:

35. Mr.Kabir Bhogilal, Vice President-Corporate Strategy

36. Mrs.Maya Bhogilal

37. Entities over which key management personnel are able to exercise significant influence:

38. Batliboi Environmental Engineering Ltd.

39. Batliboi International Limited

40. Batliboi Impex Ltd.

40. Batliboi Enxco Pvt. Ltd.

41. Sustime Pharma Ltd. *

42. Spartan Electricals

43. Bhagmal Investments Pvt. Ltd. *

44. Delish Gourment Pvt. Ltd. *

45. Hitco Investments Pvt. Ltd.

46. Nirbhag Investments Pvt. Ltd. *

47. Pramaya Shares & Securities Pvt. Ltd. *

48. Bhogilal Trustship Pvt. Ltd.*

49. Entities in which management personnel are trustees

50. Bhogilal Leherchand Foundation*

51. Leherchand Uttamchand Trust Fund*

52. Shekhama Family Trust

53 . Balances of receivables and payables are as per Books of Account. Letters have been sent to selected parties seeking confirmation of balances, and replies are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

54. In the opinion of the Management, current assets, long term loans and advances and other non-current assets have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

55. Assets and Liabilities are classified as current or non-current based on the terms of contract where available and based on the judgment of the management in other cases.

56. The Company did not have any long term contracts including derivative contract for which there were any material foreseeable losses.

57. Advances and Deposits from Customers reflected under “Other Long Term Liabilities” and “Other Current Liabilities” represent advance/security deposit received by the Company for supply of capital goods.

58. The Company has incurred operating losses during the year mainly due to under performance of one of its division as it has not been able to execute the orders on time due to stretched working capital owing to overall slowdown in the economy affecting the investment by private parties in the capital intensive sector to which the said division caters to. The Company has taken steps to improve the working capital situation by sale of non-core assets during the year and also subsequent to the year end.

59. The Company has investment in its subsidiary Aesa Air Engineering SA- France whose accumulated losses are greater than the net worth. In the opinion of the Management, having regard to the long term interest of the Company in the said subsidiary and considering the sizeable order books and cash flow projections of the subsidiary, there is no diminution other than temporary, in the value of the Investments.

The Company has investments in Batliboi Environmental Engineering Ltd, (BEEL) of Rs.191.21 Lacs. BEEL has accumulated losses which have significantly eroded their net worth. In the opinion of the Management, having regard to the long term interest of the Company in BEEL, there is no diminution other than temporary, in the value of the Investments.

60. Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Company has reserved 28,68,255 options to the eligible employees of the Company and its subsidiaries under the Employee Stock Option Scheme. The exercise price for all the options is ''15.75.

61. Previous year''s figures have been reclassified and regrouped to conform to current year''s classification and grouping. Figures in bracket represent previous year''s figures.

---

Mar 31, 2015

NOTE 1:

I. Borrowings and Securities:

a) Rupee Term Loans of Rs. 111.93 lacs from a Bank is secured by first charge on the Fixed Assets purchased out of the loans and second charge on the Company's Immovable property at Udhana, Surat. Working capital lender banks have the second pari-passu charge on the aforesaid Fixed Assets.

b) Working Capital Borrowings from Consortium banks on cash credit Overdraft/Short Term Loan and non-fund based facilities are secured by first pari-passu charge on stock of Raw Materials, Stock in Process, Semi-finished and finished goods, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company; and Second pari-passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat and Hosur Road Bangalore. Credit facilities including sub-limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL), are secured by 2nd pari-passu charge on the fixed assets of the Company (both present and future) at Udhana, Surat and Hosur Road, Bangalore.

c) A specific guarantee facility of Rs. 288.00 Lacs (PY Rs. 288.00 Lacs) of BEEL from a Bank is secured by first pari-passu charge by way of an equitable mortgage on the immovable property of the Company situated on the leasehold land at Deonar, Mumbai. Balance outstanding as on 31.03.2015: Rs. 171.33 Lacs (PY. Rs. 171.33 Lacs).

II. Contingent Liabilities not provided for in respect of:

a) Claims against the Company not acknowledged as debts: Rs. 227.85 Lacs (Previous Year: Rs. 350.69 Lacs).

b) Disputed Sales Tax/Excise demands under appeal Rs. 76.30 Lacs (Previous Year: Rs. 76.30 Lacs).

c) Corporate Guarantees given to banks & financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party: Rs. 2,290.00 Lacs (Previous year: Rs. 2,540.00 Lacs). Balance outstanding as on 31.03.2015: Rs. 1,968.52 Lacs (Previous Year: Rs. 2,030.50 Lacs).

d) Guarantees given on behalf of the Company by its bankers and outstanding Rs. 1,127.48 Lacs (Previous year: Rs. 1,475.40 Lacs). Out of the above, Guarantees of Rs. 109.56 Lacs (Previous year Rs. 109.56 Lacs) given by Company's bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

e) I n respect of guarantees given by the Company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company.

f) Company has given Corporate Guarantee to others on behalf of its step down subsidiary Quickmill Inc in current year CAD Nil equivalent to Rs. Nil (PY CAD 0.739 Million equivalent to Rs. 407.26 Lacs).

III. Commitments:

a) Estimated amount of contracts remaining to be executed on capital account not provided for: Rs. Nil Lacs (Previous Year: Rs. Nil Lacs).

b) The Company does not have any other commitment.

IV. B. The effects of Changes in Foreign Exchange Rates:

Exchange Gains/Loss credited/charged to Profit and Loss Account: Exchange Loss Rs. 4.37 Lacs (P.Y Exchange gain Rs. 346.20 Lacs).

Exchange loss of Rs. 431.41 Lacs (PY Rs. NIL) on long term investment in wholly owned foreign subsidiary shown under "Foreign Currency Translation Reserve" in Reserves and Surplus.

Gratuity:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service.

(iii) Provident fund:

The fair value of the assets of Provident Fund Trust as of Balance Sheet date is greater than the obligation, including interest, and also the returns on these plan assets including the amount already provided are sufficient to take care of PF interest obligations, over and above the fixed contribution recognized.

V. E. Segment Reporting:

The Company has considered business segments as the primary segments for disclosure.

Segments have been identified in line with the Accounting Standards on Segment Reporting (AS-17), taking into account the nature of business, products and services, the Company's organization structure as well as the differential risks and returns of these segments. Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments. Those not identifiable to the individual segments are included under unallocated.

The Company has classified its business into the following segments:

a) Machine Tool Business Group, which handles manufacturing and marketing (including trading and agency business) of machine tool and components e.g. CNC and GPM machines, machine castings, machine carcasses, cranes etc.

b) Textile Engineering Group, which deals in manufacturing and marketing of textile air-engineering systems range i.e. Humidification, waste recovery, and auto control systems, besides marketing (including trading and agency business) of textile machinery e.g. circular knitting, spinning, and flat-knitting machines etc.

c) Others, which covers remaining business i.e., air conditioning equipments, agro-industrial products (e.g. pumps/motors) etc.

VI. F. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on "Related Party Disclosures" are given below:

(A) Relationships:

(i) Subsidiary Companies:

(a) Queen Projects (Mauritius) Ltd. - Mauritius

(b) Vanderma Holdings Ltd. - Cyprus

(c) Pilatus View Holdings AG - Switzerland

(d) Quickmill Inc. - Canada

(e) Aesa Air Engineering SA - France

(f) Aesa Air Engineering PTE Ltd. - Singapore

(g) Aesa Air Engineering Ltd. - China

(h) Aesa Air Engineering Pvt. Ltd. - India

(i) Aesa Air Engineering Ltd. - Hong Kong (ceased to exist w.e.f. 05th Dec 2014)

(j) Aesa Air Engineering SPA - Italy (ceased to exist w.e.f. 20th Feb 2015)

(k) 760 Rye Street Inc., Canada

(ii) Key Management Personnel:

(a) Mr. Nirmal Bhogilal, Chairman & Managing Director

(b) Mrs. Sheela Bhogilal, Director

(c) Mrs. Prema Chandrasekhar, Chief Financial Officer

(d) Mrs. Puneet Kapur, Chief Corporate Counsel and Company Secretary

(iii) Relatives of Key Management Personnel:

(a) Mr. Kabir Bhogilal, Vice-President - Corporate Strategy

(b) Mrs. Maya Bhogilal

(c) Mr. Akshay Chandrasekhar

(iv) Entities over which key management personnel are able to exercise significant influence:

(a) Batliboi Environmental Engineering Ltd.

(b) Batliboi International Limited

(c) Batliboi Impex Ltd.

(d) Batliboi Enxco Pvt. Ltd.

(e) Sustime Pharma Ltd.*

(f) Spartan Electricals

(g) Bhagmal Investments Pvt. Ltd.*

(h) Delish Gourment Pvt. Ltd.*

(i) Hitco Investments Pvt. Ltd.*

(j) Nirbhag Investments Pvt. Ltd.*

(k) Pramaya Shares & Securities Pvt. Ltd.*

(l) Bhogilal Trustship Pvt. Ltd.*

(v) Entities in which management personnel are trustees:

(a) Bhogilal Leherchand Foundation*

(b) Leherchand Uttamchand Trust Fund*

(c) Shekhama Family Trust

* No transaction with the entities during the year.

The aforesaid Provisions are made towards claims made by sales tax and excise authorities pending under appeal and provisions for warranty cover related to goods sold and jobs executed.

VII. A. Balances of receivables and payables are as per books of account. Letters have been sent to selected parties seeking confirmation of balances, and replies are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

B. In the opinion of the management, current assets, long term loans and advances and other non-current assets have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

C. Assets and Liabilities are classified as current or non-current based on the terms of contract where available and based on the judgment of the management in other cases.

D. The Company did not have any long term contracts including derivative contract for which there were any material foreseeable losses.

E. Advances from customers reflected under "Other Long Term Liabilities" and "Other Current Liabilities" represent advance/security deposit received by the Company for supply of capital goods.

VIII. A. The Company has incurred operating losses during the year mainly due to under performance of one of its division as it has not been able to execute the orders on time due to stretched working capital owing to overall slowdown in the economy affecting the investment by private parties in the capital intensive sector to which the said division caters to. The Company has taken steps to improve the working capital situation and timely execution of the orders by the said division.

The Company is also intending to dispose of non-core assets in order to mitigate the losses incurred during the current year and to improve the liquidity position. The promoters have brought in money in the form of unsecured loan and intend to bring further money to improve the liquidity position.

B. The Company has investment in its subsidiary Aesa Air Engineering SA-France whose accumulated losses are greater than the net worth. In the opinion of the Management, having regard to the long term interest of the Company in the said subsidiary and considering the sizeable order books and cash flow projections of the subsidiary, there is no diminution other than temporary, in the value of the Investments.

The Company has investments in Batliboi Environmental Engineering Ltd., (BEEL) of Rs. 191.21 Lacs. BEEL has accumulated losses which have significantly eroded their net worth. In the opinion of the Management, having regard to the long term interest of the Company in BEEL, there is no diminution other than temporary, in the value of the Investments.

In respect of the option granted during the year, the intrinsic value of Rs. 17.20 per share is treated as discount and accounted as employee compensation cost over the vesting period. The employee compensation cost accrued as on 31.03.2015 is Rs. 9.17 lacs.

IX. With effect from 01.04.2014, the Company has revised depreciation rate on certain fixed assets in accordance with the useful life specified in the Schedule II to the Companies Act, 2013 and re-assessed the useful life of certain other fixed assets based on Chartered Engineer and valuer's report and charged depreciation based on said report. Accordingly an amount of Rs. 59.98 lacs has been charged to Profit & Loss account over & above the normal depreciation in respect of assets which have remaining useful life as at 01.04.2014 and amount of Rs. 61.47 lacs has been charged to Retained Earnings (General Reserves) in respect of assets where remaining useful life is NIL.

X. Pursuant to the change in terms of redemption of Non-Cumulative Preference Shares invested in Queen Project Mauritius Ltd., a subsidiary with effect from 01.01.2015, the said investment is treated as long term foreign currency monetary asset forming part of the Company's net investment in the said subsidiary. The exchange loss of Rs. 431.41 lacs has been debited to Foreign Currency Translation Reserve A/c in accordance with Para 15 of Accounting Standard (AS) 11 on "The Effects of Changes in Foreign Exchange Rates".

XI. Previous year's figures have been reclassified and regrouped to confirm to current year's classification and grouping. Figures in bracket represent previous year's figures.

---

Mar 31, 2012

I. Borrowings and Securities

a. Rupee Term Loans of Rs 383.54 Lacs from a Bank is secured by first charge on the Fixed Assets purchased out of the loans and second charge on the Companyths Immovable property at Udhna, Surat. Working capital lender banks have the second pari passu charge on the aforesaid Fixed Assets.

b. Rupee Term Loan of Rs 428.88 Lacs from a Bank and Foreign Currency Term Loans of Rs 594.65 Lacs are secured by first pari passu charge on the entire Fixed Assets of the Company situated at Udhna, Surat and Hosur Road, Bangalore. Foreign Currency Term Loans are further secured by first and exclusive charge on Land & Building situated at Coimbatore.

c. Working Capital Borrowings from Consortium banks on Cash Credit/Overdraft/Short Term Loan and Non Fund based facilities are secured by first pari-passu charge on stock of Raw Materials, Stock in Process, Semi-finished and finished goods, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the company and Second pari passu charge on the fixed assets of the company (both present and future) at Udhna, Surat and Hosur Road, Bangalore.

d. A specific guarantee facility of Rs 288.00 Lacs (Previous Year Rs 288.00 Lacs) of Batliboi Environmental Engineering Limited (BEEL) from a Bank is secured by first pari passu charge by way of an equitable mortgage on the immoveable property of the company situated on the leasehold land at Deonar, Mumbai. Balance outstanding as on 31st March, 2012 Rs 171.33 Lacs (Previous Year Rs 288.00 Lacs).

II. Contingent Liabilities not provided for in respect of:

a. Claims against the company not acknowledged as debts Rs 311.24 Lacs (Previous Year Rs 149.72 Lacs).

b. Disputed Sales Tax/Excise demands under appeal Rs 76.30 Lacs (Previous Year Rs 76.30 Lacs).

c. Corporate Guarantees given to banks and financial institutions for credit facilities/performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party Rs 2,960.00 Lacs (Previous Year Rs 2,690.00 Lacs). Balance outstanding as on 31st March, 2012 Rs 2,207.97 Lacs (Previous Year Rs 2,360.26 Lacs).

d. Guarantees given on behalf of the Company by its bankers and outstanding Rs 1,379.41 Lacs (Previous Year Rs 1,318.05 Lacs). Out of the above, Guarantees of Rs 182.42 Lacs (Previous year Rs 224.64 Lacs) given by Companyths bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

e. In respect of guarantees given by the company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company.

f. Company has given Corporate Guarantee to others on behalf of its step down subsidiary Quickmill Inc. amounting to Canadian Dollar (CAD) 0.94 Million equivalent to Rs 479.82 Lacs (Previous Year CAD 0.74 Million equivalent to Rs 339,87 Lacs).

III. Commitments:

(a) Estimated amount of contracts remaining to be executed on capital account not provided for Rs 333.75 Lacs (Previous Year Rs 135 Lacs).

(b) The Company does not have any other commitment.

IV. B. The effects of Changes in Foreign Exchange Rates:

(a) Foreign currency long term loan includes:

(i) Canadian dollar (CAD) 801000 i.e. Rs 408.11 Lacs against which the company has not taken any forward cover as at balance sheet date.

(ii) EURO 149075 i.e. Rs 101.21 Lacs against which the company has not taken any forward cover as at balance sheet date. The company has natural hedge against commission receivable.

(iii) USD 167724 i.e. Rs 85.34 Lacs against which the company has no forward cover or natural hedge.

(iv) The company has no exposure by way of derivative contracts.

(b) Exchange Gains/Loss credited/charged to Profit and Loss Account: Exchange Gain Rs 254.97 Lacs (Previous year Exchange Gain Rs 95.68 Lacs).

V. Defined Benefit Plans/Compensated Absence:

General description of Defined Benefit Plan Gratuity:

The company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

(iii) Provident fund:

The fair value of the assets of Provident Fund Trust as of balance sheet date is greater than the obligation, including interest, and also the returns on these plan assets including the amount already provided are sufficient to take care of interest obligations, over and above the fixed contribution recognized.

VI. A. Segment Reporting

The Company has considered business segments as the primary segments for disclosure.

Segments have been identified in line with the Accounting Standards on Segment Reporting (AS-17), taking into account the nature of business, products and services, the Companyths organization structure as well as the differential risks and returns of these segments. Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments. Those not identifiable to the individual segments are included under unallocated.

The company has classified its business into four major segments:

(a) Machine Tool Business Group, which handles manufacturing and marketing (including trading and agency business) of machine tool and components e.g. CNC and GPM machines, machine castings, machine carcasses, cranes etc.

(b) Textile Engineering Group, which deals in manufacturing and marketing of textile air-engineering systems range i.e. Humidification, waste recovery, and auto control systems, besides marketing (including trading and agency business) of textile machinery e.g. circular knitting, spinning and flat-knitting machines etc.

(c) Air-conditioning and Refrigeration division, which covers manufacturing, marketing, commissioning and servicing of packaged air-conditioners and chillers etc.

(d) Others, which covers remaining business i.e. agro-industrial products (e.g. pumps/motors), air and water treatment jobs etc.

(ii) Secondary Segment Reporting

The Company caters mainly to the needs of the domestic market. The export turnover is not significant in the context of the total turnover. As such there are no reportable geographical segments.

VI B. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on "Related Party Disclosures" are given below:

(A) Relationships:

(i) Subsidiary companies:

(a) Queen Projects (Mauritius) Ltd. — Mauritius

(b) Vanderama Holdings Ltd. — Cyprus

(c) Pilatus View Holdings AG — Switzerland

(d) Quickmill Inc.— Canada

(e) Aesa Air Engineering SA — France

(f) Aesa Air Engineering SPA — Italy

(g) Aesa Air Engineering Pte Ltd. — Singapore

(h) Aesa Air Engineering Ltd. — Hong Kong

(i) Aesa Air Engineering Ltd. — China

(j) Aesa Air Engineering Pvt. Ltd. — India

(k) 760 Rye Street Inc. — Canada

(ii) Key Management Personnel:

Mr. Nirmal Bhogilal, Chairman & Managing Director

(iii) Relatives of Key Management Personnel:

(a) Mr. Pratap Bhogilal, Chairman Emeritus

(b) Mr. Kabir Bhogilal, Vice President - Corporate Affairs

(c) Mrs. Sheela Bhogilal

(d) Ms. Maya Bhogilal

(iv) Entities over which key management personnel are able to exercise significant influence:

(a) Batliboi Environmental Engineering Ltd.

(b) Batliboi International Limited

(c) Batliboi Impex Ltd.

(d) Batliboi Enexco Pvt. Ltd.

(e) Sustime Pharma Ltd. *

(f) Spartan Electricals

(g) Bhagmal Investments Pvt. Ltd.*

(h) Delish Gourment Pvt. Ltd.*

(i) Hitco Investments Pvt. Ltd.*

(j) Nirbhag Investments Pvt. Ltd.*

(k) Pramaya Shares & Securities Pvt. Ltd.*

(v) Entities in which management personnel are trustees:

(a) Bhogilal Leherchand Foundation*

(b) Leherchand Uttamchand Trust Fund*

(c) Shekhama Family Trust

* No transaction with the entities during the year.

VI. C. Provisions, Contingent Liabilities and Contingent Assets

Disclosure for Provisions in terms of AS-29:

Rs Lacs

Provisions Opening Additional Amount Amount Closing Amount Provision used Reversed Amount

2011-12 235.99 74.07 23.18 56.30 230.58

2010-11 205.17 109.44 50.64 27.98 235.99

The aforesaid Provisions are made towards claims made by Sales Tax and Excise authorities pending under appeal and provisions for warranty cover related to goods sold and jobs executed.

VII. A. Balances of receivables and payables are as per books of account. Letters have been sent to selected parties seeking confirmation of balances and replies are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

B. In the opinion of the management, current assets, long term loans and advances and other non-current assets have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

C. Assets and Liabilities are classified as current or non current based on the terms of contract where available and based on the judgment of the management in other cases.

VIII. The Company has investments in Batliboi Environmental Engineering Ltd., (BEEL) of Rs 191.21 Lacs. BEEL has accumulated losses which have significantly eroded their net worth. The company has also investment in its subsidiary Aesa Air Engineering SA - France whose accumulated losses are greater than the net worth.

In the opinion of the Management, having regard to the long term interest of the company in the aforesaid companies, there is no diminution other than temporary, in the value of the Investments.

IX. Pursuant to the resolution passed in the Extra Ordinary General meeting, the company has reserved 28,68,255 options during the year to the eligible employees of the company and its subsidiaries under the Employee Stock Option Scheme. The exercise price for option is Rs 15.75 (same as the market price on the grant date). Each option entitles the option holder to subscribe to one equity share of the Company.

Out of the above reserved options, 10,00,000 options have been granted. The date of grant of option is 23rd January, 2012. The granted options would vest in the eligible employees as follows:

- 1 /3rd of the total number of options granted after 36 month from the said date;

- 1 /3rd of the total number of options granted after 48 month from the said date; and

- Balance 1 /3rd of the total number of option granted after 60 month from the said date.

All the options granted as above have not been vested as at the Balance Sheet date.

Since the market price of share of the company on the grant date was the same as the exercise price, the intrinsic value of the option was nil and no employee compensation cost accrued.

X. By virtue of acquisition proceeding, Surat Municipal Corporation (SMC), acquired land admeasuring 2541.84 Sq. meters at Udhna in 1995-96, without paying any compensation. SMC had also acquired land admeasuring 3360 Sq. meter at Udhna in the FY 2007-08 against which SMC paid compensation of Rs 3.16 Lacs after adjusting betterment charges ofRs 15.99 Lacs and TDS of Rs 2.79 Lacs. The Company has preferred an application against the said compensations before the Principal Judge Sr. Division Court Surat, claiming compensation at the prevailing market price. At present the matter is pending in the court. Pending the final compensation, the amount received as above has been disclosed under the head "Current Liabilities".

XI. Till the year ended 31st March, 2011, the company was using the pre-revised schedule VI to the Companies Act, 1956, for 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 reclassified and regrouped the previous year figures to conform to current year. Figures in bracket represent previous year's figures.

---

Mar 31, 2011

1. Contingent Liabilities not provided for in respect of-.

a) Claims against the company not acknowledged as debts:Rs. 149.72 Lacs (Previous Year:Rs. 369.57 Lacs).

b) Disputed sales tax/Excise demands under appeal Rs. 76.30 Lacs (Previous Year: Rs. 86.78 Lacs).

c) Corporate Guarantees given to banks and financial institutions for credit facilities/ performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party: Rs.2690.00 Lacs (Previous year: Rs. 2690.00 Lacs). Balance outstanding as on 31.03.2011:Rs. 2360.26 Lacs (Previous Year: Rs. 2082.05 Lacs).

d) Guarantees given on behalf of the Company by its bankers and outstanding Rs. 1318.05 Lacs (Previous year: Rs. 1182.26 Lacs). Out of the above, Guarantees of Rs. 224.64 Lacs (Previous year Rs. 100.51 Lacs) given by Company's bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

e) In respect of guarantees given by the company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company and extended charge on its current assets to secure the financial assistance availed by the Company from banks/financial institutions [Refer note II- 4-(a)(ii)].

f) Company has given Corporate Guarantee to others on behalf of its step down subsidiary Quickmill Inc amounting to CAD 0.74 Million equivalent to Rs. 339.87 Lacs (Previous year CAD 0.74 Million equivalent to Rs. 326.23 Lacs).

2. Estimated amount of contracts remaining to be executed on capital account not provided for: Rs. 135.00 Lacs (Previous Year: Rs. 27.24 Lacs).

3. Borrowings and Security:

a. Security for Bank Borrowings:

i. Working Capital Borrowings from Bank of Baroda led consortium banks on cash credit/overdraft/short term loan and non-fund based facilities are secured by way of first pari passu charge by hypothecation of stock of raw materials, goods in process, finished goods, stores and spares, books debts, outstanding monies, receivables, claims etc. pertaining to the manufacturing division at Udhana and the marketing branches situated all over India, both present and future; besides Second pari passu charge by way of registered mortgage on the immovable property of the company together with plant and machinery attached to the earth or permanently fastened to anything attached to the earth situated at free-hold land at Udhana, Gujarat. Working capital limits of amalgamated SPM division (erstwhile "Batliboi SPM Pvt Ltd") sanctioned by Canara Bank are secured by hypothecation of Book Debts and Inventories of SPM Division. Canara Bank also has first charge on land and building of SPM Division situated at Bangalore.

ii. A specific guarantee facility of Rs. 288 Lacs (Previous year Rs. 288 Lacs) of BEEL from a bank, is secured by first pari passu charge by way of an equitable mortgage of the immoveable properties of the company situated at leasehold land at Deonar, Mumbai.

b. Rupee Term Loans from a Co-operative Scheduled Bank is secured by first charge on the fixed assets financed by these term loans and Second Charge on the Company's immovable and movable property at Udhana, Gujarat. Working capital lender banks have the second pari passu charge on the said fixed assets.

c. Rupee Term Loan from a bank is secured by first pari passu charge on the entire fixed assets of the Company situated at Udhna, Gujarat along with other term lenders.

d. Foreign Currency Term Loans and other Rupee Term Loan are secured by first pari passu charge on the entire fixed assets of the Company situated at Udhna, Gujarat along with other term lenders.

4. a. Balances of Debtors & Creditors are as per books of account. Letters have been sent to selected Debtors & Creditors seeking confirmation of balances and replies are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

b. In the opinion of the Board of Directors, Current Assets, Loans and Advances have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

5. Pursuant to Section 40A (11) of the Income Tax Act, 1961, the company has during the year claimed back the unutilized amounts that were lying with the Welfare Trusts and the company has received Rs. 427.43 lacs.

6. By virtue of acquisition proceeding, Surat Municipal Corporation (SMC), acquired land admeasuring 2541.84 Sq. meter at Udhna in 1995-96, without paying any compensation. SMC had also acquired land admeasuring 3360 Sq. meter at Udhna in the FY 2007-08 against which SMC paid compensation of Rs. 3.16 Lacs after adjusting betterment charges of Rs. 15.99 Lacs and TDS of Rs. 2.79 Lacs. The Company has preferred an application against the said compensation before the Principal Judge Sr. Division Court Surat, claiming compensation at the prevailing market price. Pending the final compensation, the amount received as above has been disclosed under the head "Current Liabilities".

B. Defined Benefit Plans/Compensated Absence: General description of Defined Benefit Plan

Gratuity:

The company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

(ii) Provident fund:

The Guidance issued by the Accounting Standard Board (ASB) on implementing AS-15 Employee Benefits (Revised 2005). states that provident funds set-up by employers, which require interest shortfall to be met by the employer, needs to be treated as defined benefit plan.

Pending the issuance of the guidance note from the Actuarial Society of India, the company's actuary has expressed his inability to reliably measure provident fund liability. Accordingly, the company is unable to exhibit the related disclosures.

The Provident Fund Trust has surplus to meet out the shortfall on account of increase in the rate of interest on Provident Fund Balances for

thauaar9nm.11

b) In view of losses (after adjusting the losses of earlier years against the profits of the current year) no commission is payable to directors. Hence computation of net profit under Section 349 of the Companies Act. 1956. has not been given.

7. (a) Foreign currency long term loan includes:

(i) Canadian Dollar (CAD) 1701000 i.e. Rs. 782.29 Lacs against which the company has not taken any forward cover as at balance sheet date.

(ii) EURO 316575 i.e. Rs. 200.65 Lacs against which the company has not taken any forward cover as at balance sheet date. The company has natural hedge against commission receivable.

(iii) USD 288384 i.e. Rs. 128.60 Lacs against which the company has no forward cover or natural hedge.

(iv) The company has no exposure by way of derivative contracts.

(b) Exchange Gains/Loss credited/charged to Profit and Loss Account: Exchange Gain Rs. 95.68 Lacs (P.Y. Exchange Loss Rs. 166.59 Lacs).

8. It is the view of the company that the provisions of Items 3(ii) (d) of Part II of Schedule VI of the Companies Act, 1956 do not require disclosure of the quantities and value wise information of Opening and Closing stock and purchases in respect of goods traded in by the Company.

9. Segment Reporting:

The company has considered business segments as the primary segments for disclosure.

Segments have been identified in line with the Accounting Standards on Segment Reporting (AS-17), taking into account the nature of business, products and services, the Company's organization structure as well as the differential risks and returns of these segments. Segments Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments. Those not - identifiable to the individual segments are included under unallocated.

The company has classified its business into four major segments:

a) Machine Tool Business Group, which handles manufacturing and marketing (including trading and agency business) of machine tool and components e.g. CNC and GPM machines, machine castings, machine carcasses and cranes etc.

b) Textile Engineering Group, which deals in manufacturing and marketing of textile air-engineering systems range i.e. Humidification,. Waste Recovery and Auto Control Systems, besides marketing (including trading and agency business) of textile machinery e.g. circular knitting, spinning, and flat-knitting machines etc.

c) Air-conditioning and Refrigeration division, which covers manufacturing, marketing, commissioning and servicing of packaged air-conditioners and chillers etc.

d) Others, which covers remaining business i.e., agro-industrial products (e.g. pumps/motors), air and water treatment jobs etc.

ii) Secondary Segment Reporting

The Company caters mainly to the needs of the domestic market. The export turnover is not significant in the context of the total turnover. As such there are no reportable geographical segments.

10. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on "Related Party Disclosures" are given below: A) Relationships:

i) Subsidiary companies: .

a) Queen Projects (Mauritius) Ltd.-Mauritius

b) Vanderama Holdings Ltd.-Cyprus

c) Pilatus View Holdings AG-Switzerland

d) Quickmill Inc.-Canada

e) Aesa Air Engineering SA-France

f) Aesa Air Engineering SPA-ltaly

g) Aesa Air Engineering PTE Ltd-Singapore h) Aesa Air Engineering Ltd-Hong Kong

i) Aesa Air Engineering Ltd-China -

j) Aesa Air Engineering Pvt Ltd-lndia

k) 760 Rye Street - Canada ii) Key Management Personnel:

Mr. Nirmal Bhogilal, Chairman & Managing Director iii) Relatives of Key Management Personnel:

a) Mr. Pratap Bhogilal, Chairman Emeritus

b) Mr. Kabir Bhogilal, General Manager-Business Development

c) Mrs. Sheela Bhogilal

iv) Entities over which key management personnel are able to exercise significant influence:

a) Batliboi Environmental Engineering Ltd. .

b) Batliboi International Limited

c) Batliboi Impex Ltd. .

d) Batliboi Enexco Pvt. Ltd.

e) Sustime Pharma Ltd.

f) Spartan Electricals

v) Entities in which management personnel are trustees:

a) Bhogilal Leherchand Foundation

b) Leherchand Uttamchand Trust Fund

11. The Company has investments in Batliboi Environmental Engineering Ltd, (BEEL) of Rs. 191.21 Lacs. BEEL has accumulated losses which have significantly eroded their net worth. The company has also investment in its subsidiary Aesa Air Engineering SA- France whose accumulated losses are greater than the net worth.

In the opinion of the Management, having regard to the long term interest of the company in the aforesaid companies, there is no diminution other than temporary, in the value of the Investments.

12. The figures in respect of the previous financial year have been reclassified and regrouped wherever necessary.

---

Mar 31, 2010

1. Contingent Liabilities not provided for in respect of:

a) Claims against the company not acknowledged as debts: Rs 369.57 Lacs (Previous Year: Rs. 370.60 Lacs).

b) Disputed sales tax/Excise demands under appeal Rs 86.78 Lacs (Previous Year: Rs.91.87 Lacs).

c) Corporate Guarantees given to banks & financial institutions for credit facilities/ performance guarantees extended by them to Batliboi Environmental Engineering Limited (BEEL), a related party: Rs.2690.00 Lacs (Previous year: Rs. 2690.00 Lacs). Balance outstanding as on 31.03.2010: Rs.2082.05 Lacs (Previous Year: Rs .2297.73 Lacs).

d) Guarantees given on behalf of the Company by its bankers and outstanding Rs 1182.26 Lacs (Previous year: Rs. 866.25 Lacs). Out of the above, Guarantees of Rs 100.51 Lacs (Previous year Rs. 43.53 Lacs) given by Companys bankers and outstanding in respect of contracts of Batliboi Environmental Engineering Limited (BEEL), a related party.

e) In respect of guarantees given by the company to the bankers of Batliboi Environmental Engineering Limited (BEEL), a related party, BEEL has given counter guarantees on behalf of the Company and extended charge on its current assets to secure the financial assistance availed by the Company from banks/financial institutions [Refer note II- 4-(e)].

f) Company has given Corporate Guarantee to others on behalf of its step down subsidiary Quickmill Inc amounting to CAD 0.74 Million equivalent to Rs.326.23 Lacs (P.Y CAD 0.74 Million equivalent to Rs.297.89 Lacs).

The aforesaid Provisions are made towards claims made by sales tax and excise authorities pending under Appeal and provisions for warranty cover related to part sold and jobs executed.

2. Estimated amount of contracts remaining to be executed on capital account not provided for: Rs 27.24.Lacs (Previous Year: Rs. 40.25 Lacs).

3. Borrowings and Security:

a. Security for Bank Borrowings:

i. Working Capital Borrowings from BOB led consortium banks on cash credit/overdraft/short term loan and non-fund based facilities are secured by way of first pari passu charge by hypothecation of stock of raw materials, goods in process, finished goods, stores and spares, books debts, outstanding monies, receivables, claims etc. pertaining to the manufacturing division at Udhana and the marketing branches situated all over India, both present and future; besides Second pari passu charge by way of registered mortgage on the immovable property of the company together with plant and machinery attached to the earth or permanently fastened to anything attached to the earth situated at free-hold land at Udhana, Gujarat. Working capital limits of amalgamated SPM division (erstwhile "Batliboi SPM Pvt Ltd") sanctioned by Canara Bank are secured by hypothecation Of Book Debts and Inventories of SPM Division. Canara Bank also has first charge on land and building of SPM Division situated at Banglore.

ii. A specific guarantee facility of Rs.288 Lacs (P.Y Rs.288 Lacs) of BEEL from a bank, is secured by first pari passu charge by way of an equitable mortgage of the immoveable properties of the company situated at leasehold land at Deonar, Murnbai.

b. Rupee Term Loans from a Co-operative Scheduled Bank is secured by first charge on the fixed assets financed by these term loans (hereafter "the said fixed assets"); and Second Charge on the Companys immovable and movable property at Udhana, Gujarat. Working capital lender banks have the second pari passu charge on the said fixed assets.

c. Rupee Term Loan from a bank is secured by first pari passu charge on the entire fixed assets of the Company situated at Udhna, Gujarat along with other term lenders and personal guarantee of a director.

d. Foreign Currency Term Loans and other Rupee Term Loan are secured by first pari passu charge on the entire fixed assets of the Company situated at Udhna, Gujarat along with other term lenders.

4. Balances of Debtors & Creditors are as per books of account. Letters have been sent to selected Debtors & Creditors seeking confirmation of balances, and replies in some cases are awaited. Adjustments, if necessary, will be made on receipt of such confirmations/reconciliation.

5. In the opinion of the Board of Directors, Current Assets, Loans and Advances have a realizable value in ordinary course of the business at least equal to the amounts at which they are stated in the Balance Sheet.

6. By virtue of acquisition proceeding, Surat Municipal Corporation (SMC), acquired land admeasuring 2541.84 Sq meters at Udhna in 1995-96, without paying any compensation. SMC had also acquired land admeasuring 3360 Sqmeter at Udhna in the FY 2007-08 against which SMC paid compensation of Rs.3.16 Lacs after adjusting betterment charges of Rs.15.99 Lacs and TDS of Rs.2.79 Lacs. The Company has preferred an application against the said compensations before the Principal Judge Sr. Division Court Surat, claiming compensation at the prevailing market price. Pending the final compensation, the amount received as above has been disclosed under the head "Current Liabilities".

7. Taxes on Income:

Keeping in mind the improved performance on a quarter on quarter basis and the higher order inflow in the last quarter and future projections which in the opinion of the management represents convincing evidence of virtual certainty that sufficient future taxable income will be available to realize the deferred tax assets, the company has recognized Deferred Tax Asset to the extent of Rs. 278.44 Lacs in respect of unabsorbed depreciation/losses under the Income Tax Act.

B. Defined Benefit Plans/Compensated Absence: General description of Defined Benefit Plan

Gratuity:

The company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the length of service. The same is payable on termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service.

Notes:

*The estimate of future salary increases considered in actuarial valuation are on the basis of rough approximation of the salary an employee will be receiving at the time of actual payment of gratuity/leave encashment. A suitable growth rate is assumed for this purpose. This is implied in the Projected Unit Credit Method.

(ii). Provident fund:

The Guidance issued by the Accounting Standard Board (ASB) on implementing AS-15 Employee Benefits (Revised 2005) states that provident funds set-up by employers, which require interest shortfall to be met by the employer, needs to be treated as defined benefit plan.

Pending the issuance of the guidance note from the Actuarial Society of India, the companys actuary has expressed his inability to reliably measure provident fund liability. Accordingly, the company is unable to exhibit the related disclosures.

b) In view of losses no commission is payable to directois. Hence cowfUftllnn of net profit under Section 349 of the Companies Act, 1956, has not been given.

8. (a) Foreign currency long term toan indudies:

(i) CAD 2556000 i.e Rs.1128.35 Lacs against which lire rarassas^ Iras a fomraid cover for USD/CAD 200000. The USD/INR leg booked for CAD 100000 and CAD 100000 remains open as at Ubnce sheet date.

(ii) EURO 475700 i.e Rs.288.09 Lacs against which the agaparcy Unas toward cover of EURO/USD 50000. The USD/INR leg as at balance sheet date is open.

(iii) USD 390945 i.e Rs.175.53 Lacs against which the uumipai^ Unas mm toward cover or natural hedge.

(iv) The company has no exposure by way of derivative confeatik-

(b) Exchange (Gains)/Loss created/(charged) to Profit and tassAanumtRs.166.59 Lacs (P.Y Rs 19.94 Lacs)

* Capacity Figures are on annual basis

** Includes production of parts of equipments. 4909 Nos. (Previous year 4165 Nos.); and Production of equipments 621 Nos (Previous year: 721 Nos.)

@@ Includes SPM production

*** Spare capacity available at Udhana for production of C.I.Castings was utilized for the production of items under i & j above.

**** Since plant was sold, disclosure is no more required.

9. It is the view of the company that the provisionsarff Items3(P) P| of Pmt Hi of Sdiedule VI of the Companies Act 1956 do not require disclosure of the quantities and value wse Mnwm&ism otf Opsraiog and Closing stock and purchases in respect of goods traded in by the Company.

10. Segment Reporting:

The company has considered business segmnEmtfe as ttte pmraarf segments for disclosure.

Segments have been identified in line with the-taranmifius! SfaBsdarais on Segment Reporting (AS-17), taking into account the nature of business, products and servkses. le Cionsgnn)^ snganizafiion structure as well as the differential risks and returns of these segments. Segments Revenue, ResaSS&, $ssffi& araiS UafoiBies include the respective amounts identifiable to each of the segments. Those not identifiable to toe iwaSwirttari seapraerrjiis are included under unallocated.

The company has classified its business into fcur sroagnr sespraejfe::

a) Machine Tool Business Group, which hamates saaaraisfeEftiflarag arad marketing (including trading and agency business) of machine tool and components e.g. CMC amsE QPM raaarfMraes, machire castings, machine carcasses, cranes etc.

b) Textile Engineering Group, which deals inn araraJaKttiaimg arad marketing of textile air-engineering systems range i.e Humidification, waste recovery, and auto anrttaoil ^sterns, besides irairiketing (including trading and agency business) of textile machinery e.g. circular knitting,, spisnmgL, ani feHoniifflirag machines etc,

c) Air-conditioning and Refrigeration diviskm,, witeirila awos rararaalactaring, marketing, commissioning and servicing of packaged air-conditioners and chillers est.

d) Others, which covers remaining business ile„ ap»-iiraifasiraai products (e.g. pumps/motors), air and water treatment jobs etc

ii) Secondary Segment Reporting

The Company caters mainly to the needs of tfieatoiwe^lfemnai^Tl^e:^^ turnover. As such there are no reportable geugjsqpfcicall sffiepnemfe..

11. Related Party Disclosures:

Related party disclosures as required under Accounting Standard 18 (AS-18) on "Related Party Di A) Relationships:

i) Subsidiary companies:

a) Queen Projects (Mauritius) Ltd.-Mauritius

b) Vanderama Holdings Ltd.-Cyprus

c) Pilatus View Holdings AG-Switzerland

d) Quickmill Inc.-Canada

e) Aesa Air Engineering SA-France

f) Aesa Air Engineering SPA-ltaly

g) Aesa Air Engineering PTE Ltd-Singapore h) Aesa Air Engineering Ltd-Hong Kong

i) Aesa Air Engineering Ltd-China j) Aesa Air Engineering Pvt Ltd-lndia

k) 760 RyeiStreet Inc - Canada

ii) Key Management Personnel:

a) Mr. Nirmal Bhogilal, Chairman & Managing Director

b) *Mr. George Verghese, Executive Director *Ceased to be executive director w.e.f 31.12.2009

iii) Relatives of Key Management Personnel:

a) Mr. Pratap Bhogilal, Chairman Emeritus

b) Mr.Kabir Bhogilal, Asst.General Manager-Business Development

iv) Entities over which key management personnel are able to exercise significant influence:

a) Batliboi Environmental Engineering Ltd.

b) Batliboi International Limited

c) Batliboi Impex Pvt. Ltd.

d) Batliboi Enxco Pvt. Ltd.

e) Sustime Pharma Ltd.

f) Spartan Electricals

v) Entities to which management personnel are trustees

a) Bhogilal Leherchand Foundation

b) Leherchand Uttamchand Trust Fund

12. The Company has investments in Batliboi Environmental Engineering Ltd, (BEEL) of Rs.191.21 Lacs. BEEL has accumu- lated losses which have significantly eroded their net worth. The company has also investment in its subsidiary Aesa Air Engineering SA- France whose accumulated losses are greater than the net worth.

In the opinion of the Management, having regard to the long term interest of the company in the aforesaid companies, there is no diminution other than temporary, in the value of the Investments."

13. Micro, Small and Medium Enterprises

The Statement showing the amount payable above Rs.llacs and outstanding for more than 30 days to Micro. Small and Medium Enterprises as at 3T March, 2010 and interest provision made thereon is given below: