Terms & Conditions

Terms / rights attached to equity shares

The company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Notes: During the year, the Promoter of the Company have entered into a Share Purchase Agreement dated December 18, 2025 ("SPA") with Parshav Vatika LLP ("Acquirer"), K8 Products LLP ("PAC 1") and Tidagela Ventures Private Limited ("PAC 2") to sell 1,30,14,966 equity shares representing 67.17% of the share capital, having face value of Rs. 10 each, in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011").

The acquirer has made a public announcement of an open offer to the shareholders of the Company. The open offer is for the acquisition of up to 26.00% of the equity share capital of the Company at a price of Rs. 34.50 per share. The open offer period commenced on 17th March 2026 and closed on 02nd April 2026, in accordance with the timelines prescribed under the SEBI Takeover Code. Last date for publication of post Open Offer public announcement in the newspapers is 27th April 2026.

Preshipment Credit includes

a) Preshipment credit taken from HDFC Bank in foreign currency amounting to Rs. 402.18 lakhs (PY: Rs. Nil) Lakhs which is primarily secured against hypothecation of stocks and book debts and collaterally secured by pledge of Fixed Deposits held in the name of third parties (Shareholders).

b) Preshipment credit taken from Axis Bank in foreign currency amounting to Rs. 2,668.78 Lakhs (PY: Rs. 2,411.60 Lakhs) which is primarily secured against pari passu charge by way of hypothecation of entire current assets and movable fixed assets of the borrower with HDFC Bank, collateral security by pledge of lien of fixed deposit held in the name of Managing Director and Spectra International Limited and exclusive charge by way of registered mortgage on commercial property located at office No. 1, 2 & 3 4th Floor Grandeur Building, Veera Desai Road, Oshiwara Mumbai Maharashtra 400053 and Commercial property located at Morya Classic Unit No 203 ,new link road , Veera Desai Road , Andheri west 400053 standing in the name of Spectra International Private Limited (formerly known as Spectra International Limited). The credit facility is further secured by the personal guarantee of Managing Director and Corporate guarantee by Spectra International Private Limited (formerly known as Spectra International Limited).

c) Preshipment credit (sub-limit of Export Packing credit) taken from ICICI Bank in the foreign currency amounting to Rs. 2,452.75 lakhs (PY Rs. 634.80 lakhs) Lakhs which is primarily secured against pari passu charge by way of hypothecation of entire current assets and exclusive charge by way of registered mortgage on commercial property located at Morya Classic Unite no 405, 406, 407 & 408, New Link Road, Veera Desai Road, Oshiwara Mumbai Maharashtra 400053. The credit facility is further secured by the personal guarantee of Managing Director and Corporate Guarantee by Spectra International Private Limited (formerly known as Spectra International Limited).

Cash Credit including Overdraft Facility

Cash credit (sub-limit of Export Packing credit) taken from ICICI Bank in the Indian currency amounting to Rs. 25.90 lakhs (PY Nil) which is primarily secured against pari passu charge by way of hypothecation of entire current assets and exclusive charge by way of registered mortgage on commercial property located at Morya Classic Unite no 405, 406, 407 & 408, New Link Road, Veera Desai Road, Oshiwara Mumbai Maharashtra 400053. The credit facility is further secured by the personal guarantee of Managing Director and Corporate Guarantee by Spectra International Private Limited (formerly known as Spectra International Limited).

Overdraft balance of HDFC Bank in the indian currency amounting to Rs. 471.57 lakhs (PY Rs. Nil) which is primarily secured against hypothecation of stocks and book debts and collaterally secured by pledge of Fixed Deposits held in the name of third parties (Shareholder).

Export Packing Credit includes

Export Packing credit taken from HDFC Bank in the indian currency amounting to Rs. 946.00 lakhs (PY Rs. Nil) which is primarily secured against hypothecation of stocks and book debts and collaterally secured by pledge of Fixed Deposits held in the name of third parties (Shareholder).

Inter Corporate Deposit

The Company has availed an unsecured loan from Spectra International Private Limited, a company in which Mr. Nadir Dhrolia, Director of the Company, is also a director. The loan carries interest @ 12% p.a. and is repayable on demand. The outstanding balance as at 31 March 2026 is Rs. 536.08 Lakhs (PY Nil).

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

The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of amounts payable to such enterprises as at March 31, 2026 has been made based on the information available with the Company.

Note: During the previous year, company has made provision for impairment of investment in associate companies amounting to Rs. 131.58 Lakhs after considering the estimated Net realizable value of Rs. 1 each against each share. The board of director of the company at it's meeting held on April 23, 2025 has provided in principal approval for disinvestment of Lykis Limited holding in it's Associate Companies i.e Lykis Biscuits Private Limited & Lykis Packaging Private Limited.

i. Others represent dispute with CHA in respect of demurrage charges incurred by him. The company based on independent legal opinion, does not forsee any significant financial liability on this account.

ii. Cash outflows for the above are determinable only on receipt of final judgments pending at various forums/ authorities.The company has reviewed all its pending litigations & proceedings and has disclosed contingent liability wherever applicable in the financial statements. The company does not expect the outcome of those proceedings to have materially adverse effect on its financial position.

Note 44 : Leases

In current year, the Company has recognised Interest on Lease Liability and Amortization of Right of use Asset as per IndAS 116 'Lease' in the statement of Profit and Loss as under

- Finance Cost in Note no. 34 Interest on Lease Liability of Rs. 21.20 lakhs (PY 34.25 lakhs).

- Depreciation and Amortization expense' in Note no. 35. Amortization of Lease Liability of Rs. 104.66 Lakhs (PY Rs. 114.74 Lakhs).

- The total outstanding cash outflow for lease as per the agreement is Rs. 161.49 Lakhs (PY Rs. 308.23 Lakhs).

- There has been addition to right of use asset in the current period of Rs 2.43 lakhs (PY Rs. 4.24 Lakhs).

- There has been deletion to right of use asset in the current period of Nil (PY Rs 2.06 Lakhs).

The Company has taken premises under leave and license agreement, the rent and escalation depends upon the lease

by the Company. The Company has entered into an lease agreement for the period of 5 years, with escalation clause.

The management assessed that the fair value of cash and cash equivalent, and other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and investment in private equity funds, real estate funds.

ii. Valuation technique used to determine fair valueSpecific Valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of unquoted equity instruments has been measured on the basis of their net worth and valuation

of their shares.

- the fair value of equity shares of group companies are measured at cost.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis

iii. Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values.

Note 46 : Capital Management

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

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 can adjust the dividend payment to shareholders, issue new shares, etc. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

Note 47 : Financial Risk Management

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

- Market Risk;

- Credit Risk; and

- Liquidity Risk

(A) Market risk

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

(i) Foreign currency risk

The Company operates across various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company's operating activities and translation risk, which arises from recognition of foreign currency assets and liabilities.

Foreign currency Risk Management

In respect of the foreign currency transactions, the company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign currency exposure on highly probable forecasted transactions. In addition to the above the company has a natural hedge on trade receivables through packing credit facility.

(ii) Interest rate risk

IInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

(iii) Equity price risk

The Company is exposed to equity price risk, which arises from FVTPL and FVOCI investments. The Company's unlisted equity securities are of subsidiary and deemed cost of the same are taken as per the valuation report. The value of the financial instruments is not material and accordingly any change in the value of these investments will not affect materially the profit or loss of the Company.

(B) Credit risk

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

Trade Receivable

Customer credit risk is managed by the Company's established policy, procedures and control relating to customer credit risk management. The Company is in the business of export of FMCG, Cosmetics and other products. Credit quality of a customer is assessed by the management on regular basis with market information and individual credit limits are defined accordingly. Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

An impairment analysis is performed at each re-equipment date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the re-equipment date is the carrying value of each class of financial assets disclosed in Note 10.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company's historical experience for customers. The movement of allowance for impairments of trade receivables are as follows

Financial Instrument and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company's finance department in accordance with the Company's policy. Investments of surplus funds are made generally in the fixed deposits and for funding to subsidiary company. The investment limits are set to minimise the concentration of risks and therefore mitigate financial loss to make payments for vendors

The Company's maximum exposure to credit risk for the components of the balance sheet at March 31,2026 and March 31,2025 is the carrying amounts as stated in balance sheet except for balances of subsidiary company. The Company's maximum exposure relating to financial guarantees and financial derivative instruments is noted in the liquidity table below.

(C) 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 reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company's finance team is responsible for liquidity, funding as well as settlement management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows.

The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. In the table below, borrowings include both interest and principal cash flows.

Note 48 : Other Statutory Information

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

ii The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies ('ROC') beyond the statutory period.

iii The Company has not been declared as wilful defaulter by any bank or financial institutions or other lenders.

iv During the year, the Company has not revalued its Property, Plant and Equipments.

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

vi The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

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

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

vii The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

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

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

viii The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

ix Based on the information available with the Company, the Company do not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

x Reconciliation of Quarterly Returns submitted to Banks :

The Company has availed credit facilities from HDFC Bank against security of its Current Assets. The Company has filed all returns regularly. There has been no material differences and the amount as per books of account are in agreement with amount as reported in quarterly returns except as mentioned herein below :

Note 51 : Segmental Reporting : a. Primary Segments - Business Segment :

Based on the guiding principles given in Ind-AS - 108 'Operating Segment' prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and other accounting principles accepted in India, the Company's primary business consist of; "Export of FMCG, Cosmetics and other products'. As the Company's business actually falls within a single primary business segment, the disclosure requirements of Ind AS - 108 in this regard are not applicable.

Note 52 : In the opinion of the Board the Current Assets, Loans & Advances are realisable in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. The provision for all known liabilities is adequate and not in excess of amount reasonably necessary.

Note 53 : The Government of India has consolidated existing labour legislations into four comprehensive labour codes effective November 21, 2025. These codes include Code on wages 2019, Code on Social Security 2020, Industrial Relation Code 2020, and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the New Labour Codes). However, the final rules under these codes are yet to be notified.

Pending notification, the Group has evaluated the incremental impact of these changes in accordance with the guidance issued by the Institute of Chartered Accountants of India and has estimated and recognized the additional gratuity and leave liability basis the actuarial valuation (if any). The Group continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

Note 54 : The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered and the audit trail has been preserved by the company as per the statutory requirements for record retention.

Note 55 : Figures of previous year have been regrouped / rearranged wherever necessary.