(ii) Terms/rights attached to equity shares.

The Company has only one class of equity shares having a par value of ? 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of the liquidation of the Company the holders of equity shares will be entitled to receive the remaining assets of the Company in proportion to the number of the shares held.

Note:

(a) On 09th June, 2023, Share Purchase Agreement ("SPA") was executed by and between Alfamont (Mauritius) Limited, the erstwhile promoter / holding company, Pioneer Jellice India Private Limited (CIN: U24295TN1991PTC060630) and Ashok Matches and Timber Industries Private Limited (CIN: U24291TN2000PTC045347) (together called "Acquirers") and Narmada Gelatines Limited (""the Company""), whereby the Acquirers have agreed to purchase 45,37,189 fully paid-up equity shares of Rs. 10 each, constituting 75% of the fully paid-up equity share capital of the Company, from Alfamont (Mauritius) Limited.

Further, pursuant to execution of the SPA, the Acquirers as required made an Open Offer to the public shareholders of the Company in terms of the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The compliances related to the Open Offer were completed and thereafter on 14th July, 2023 the entire shareholding of 4,537,189 equity shares of the Company transferred from Alfamont (Mauritius) Ltd. to Pioneer Jellice India Private Limited 24,95,454 equity shares and to Ashok Matches and Timber Industries Private Limited 20,41,735 equity shares. "

(b) Out of the 1,60,300 equity shares were received under Open Offer, 88,165 equity shares were acquired by Pioneer Jellice India Private Limited and 72,135 equity shares by Ashok Matches and Timber Industries Private Limited.

(vi) Aggregate number of shares allotted as fully paid up by way of bonus shares during the last five years

During the last five financial years, the Company has not allotted any bonus shares.

(vii) Issue of shares for consideration other than cash

During the preceding five financial years, the Company has not issued any share for consideration other than cash

(viii) Dividend paid and proposed

Refer Note 42(c )

Purpose of the Reserves:

Securities Premium: The amount received in excess of face value of the equity shares is recognised in securities premium.

General Reserve: The reserve is a distributable reserve maintained by the company out of transfers made from annual profits.

Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the financial statements based on information received and available with the Company, which is relied upon by the auditors. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

31 DISCLOSURE PURSUANT TO IND AS - 19 "EMPLOYEE BENEFITS"

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

ii) Compensated Absences: The Company permits encashment of compensated absence accumulated by their employees on retirement, separation and during the course of service. The liability in respect of the Company, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation performed by an independent actuary.

iii) Pension

The retirement benefits pension will be fixed amount of INR 565/- per month for an employee only after retiring from the organization and if service rendered by the employee is 25 years and above at the time of retirement. A pensioner may opt on option to commute INR 34,000/- as a lump sum once in lifetime. After commutation of pension member won't get any monthly pension. If any employee expire his/her spouse will get lumpsum benefit of INR 34,000/-, thereafter no monthly pension will be payable. Liability determined and provided on the basis of actuarial valuation performed by a independent actuary. The disclosure in respect of pension liability are given below :

(i) The Company's pending litigations comprise mainly claims against the Company, proceedings pending with tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements.

(ii) *Income tax matter related to assessment year 2013-14, resulted in disputed tax demand of X 7.85 lacs arisen on account of disallowance of additional deprecation claimed which is a mistake apparent from records against which the Company's rectification application/appeal is pending. The Management is confident that this disputed demand will get reversed or rectified in due course and hence, not considered as contingent liabilities.

34 RELATED PARTY TRANSACTIONS

Enterprise where the control exists Relationship Ceased to be the related party#

Jumbo World Holdings Limited Ultimate Holding Company 14.07.2023

Alfamont (Mauritius) Limited Holding Company 14.07.2023

Other related parties - (ceased to be related party w.e.f. 14.07.2023#)

Aasman Management Services Pvt. Ltd., Dandvati Investments & Trading Co. Pvt. Ltd., Firestorm Electronics Corporation Pvt. Ltd.,

GWL Properties Ltd., Harshit Finlease & Investments Pvt. Ltd., Jumbo Electronics Corporation Pvt. Ltd., Jumbo Investments Ltd., Jumbo

World Holdings (India) Pvt. Ltd., Primo Enterprises Pvt. Ltd., SMN Engineers Ltd., Starfire Investments Ltd., Pious Investments Pvt. Ltd.

(i) Related party relationship is as identified by the management and relied upon by the auditors.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor has any provision been made for doubtful debts / receivables during the year, except as disclosed above.

(iii) All related party transactions entered during the year were in ordinary course of the business and are on arm's length basis.

(iv) Key Managerial Persons who are under the employment of the Company are entitled to post-employment benefits (defined benefit gratuity plan) recognised as per Ind AS 19 "Employee Benefits" in the financial statements and short-term employee benefits in the form of premium paid by company for group health insurance plan. As these employee benefits are lumpsum amounts provided on the basis of actuarial valuation/ premium payment for the Company as a whole, the same is not included above.

40 FINANCIAL INSTRUMENTS

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 methods and assumptions were used to estimate the fair values:

(i) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

(ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter-party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

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

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

41 RISK MANAGEMENT

Financial risk management objectives and policies :

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's activity expose it to market risk, liquidity risk, commodity risk and credit risk. The Company's financial risk management policy is set by the Risk Management Committee and governed by overall direction of Board of Directors of the Company.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings.

I CREDIT RISK

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of account receivables. Individual credit limits are set accordingly. 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. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The company considers reasonable and supportive forward-looking information. Financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing to engage in a repayment plan with the company. The company provides for overdue outstanding as per the policy approved by the Board of Directors. which are evaluated on a case to case basis.

The Company's concentration of risk with respect to trade receivables is low, as its customer's base is widely spread across the length and breadth of the country and majority of the customers are with sound financial health.

The average credit period extended to customers ranges within 30 - 120 days

II 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 treasury department is responsible for maintenance of liquidity (including quasi liquidity), continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management.

Management monitors the Company's net liquidity position on the basis of expected cash flows vis a vis debt service fulfilment obligation.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date .

III MARKET RISK- INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to balance the Company's position with regards to interest income and interest expense and to manage the interest rate risk, finance department performs a comprehensive interest rate risk management. The Company is not exposed to significant interest rate risk as at the respective reporting dates.

IV MARKET RISK- FOREIGN CURRENCY RISK

The Company is exposed to foreign exchange risk towards honouring of export/ import commitments. Management evaluates exchange rate exposure in this connection in terms of its established risk management policies which includes the use of derivatives like foreign exchange forward contracts to hedge risk of exposure in foreign currency. The company is not exposed to foreign currency risk at the respective reporting dates.

V COMMODITY RISK

Principal Raw Material for Company's products is Crushed bone, HCL, Lime and Coal as a fuel. The Company sources its major raw material requirement from domestic suppliers located in various part of India.

The Company effectively manages with availability of material as well as price volatility based on the following:

• Raw materials are procured from different sources at competitive prices.

• Alternative sources are developed for uninterrupted supply of raw materials.

• Demand and supply are external factors on which company has no control; however the Company plans its production and sales from the experience gained in the past and on-going study and appraisal of the market dynamics, competition, economic policies and growth patterns of different segments of users of company's products.

• Specific steps to reduce the gap between demand and supply by expanding its customer base, delivery mechanisms, etc.

• Proper inventory control systems have been put in place.

The Risk committee of the Company comprising members from Board of Directors and the operations has developed and enacted a risk management strategy regarding commodity Price risk and its mitigation.

42 FINANCIAL RISK FACTORS

(a) Capital risk management

The Company's objectives when managing capital are to :

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital

(b) No asset has been pledged as security, except fixed deposits referred in Note 8 and 13b

(c) Dividends

The Company follows the policy of Dividend for any financial year as may be decided by Board considering financial performance of the company and other internal and external factors.

43 The Company is engaged in the manufacture and sale of Ossein and Gelatine. Since all these segments meet the aggregation criteria as per the requirements of Ind AS 108 on 'Operating segments', the management considers these as a single reportable segment. Accordingly, no further disclosure is required to be furnished.

44 Certain financial assets and financial liabilities are subject to formal confirmation and reconciliations. The Management, however, is confident that the impact whereof, if any, for the year on the financial statements will not be material.

45 The President has given his assent to the Code on Social Security, 2020 ("Code") in September 2020. On 13th November 2020 the Ministry of Labour and Employment released draft rules for the Code. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact to its financial statements in the period in which the Code becomes effective.

47 Other statutory information:

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

ii) The Company does not have any transactions with companies struck off.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

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

v) The Company has 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.

vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall: 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.

vii) The Company does not have 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.

viii) 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.

ix) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

48 Previous year's figures have been re-grouped / re-classified wherever required to conform to current years' classification.