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Laxmi Organic Industries Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 5501.99 Cr. P/BV 2.97 Book Value (Rs.) 66.96
52 Week High/Low (Rs.) 326/160 FV/ML 2/1 P/E(X) 48.47
Bookclosure 18/07/2025 EPS (Rs.) 4.10 Div Yield (%) 0.25
Year End :2024-03 

(c) During the year, the Company acquired land and buildings as part of its expansion plans. Buildings requiring modification and alterations to prepare them for their intended use are classified as Construction Work in Progress (CWIP)

(d) Depreciation on assets utilised in association with the expansion plans is recorded as project expenses pending allocation, amounting to ' 10.32 Mn, and charged to Construction Work in Progress (CWIP).

(a) Refer Note 5(K) relating to the business combination under common control between the Company and AHPL and YCPL. Since the merger is covered by Appendix C of INDAS 103, the carrying value of assets and liabilities are merged in these financials from the date when control is established i.e October 02, 2021. Accordingly, the addition on account of business combination represents the effect thereof as per the carrying value of the said assets existed as at October 02,2021 in the books of the transferor company.

1.5 The Company had entered into BOT agreement with Jarandeshwar SSK Ltd, Satara, Maharashtra to put up Distillery Plant (35 KLPD) on land acquired on lease basis from them. As per agreement the Company is entitled to operate the Distillery till February 2023 and thereafter to transfer the Distillery to Jarandeshwar SSK Ltd at depreciated value. The BOT agreement has expired as on date and hence the Company has transferred the depreciated value of the assets relating to Distillery plant as receivable and have disclosed the same under other financial assets as per the terms of the agreement. However the Company is negotiating with the concerned party for the lease renewal. During the current year company has provided 100% against the same (Refer Note 2.5).

(a) Laxmi Organic Industries (Europe) B.V. had issued one cumulative preference share to Laxmi Organic Industries Limited @20,00,000 Euro redeemable on August 28, 2020. The term of the said preference share is further extended from time to time and current validity is expiring on August 28, 2024. The above preference share carry dividend coupon rate of 4% per annum. On March 22, 2024 share has been split into 10 share of Euro 2,00,000 each.

(b) The Company has made the following investments:

i Radiances Sunrise Seven Private Limited

The Company had been supplementing its incremental energy requirements by sourcing power from renewable sources. To this end, the Company has executed a Share Subscription and Shareholder's Agreement dated February 09, 2022 to acquire 26% stake in Radiances MH Sunrise Seven Private Limited for supply of 4.2 MW electricity generated through Solar Power Plant ("Solar Plant") at a concessional rate with a minimum entitlement of 51% of power generated from the Solar Plant. To this effect the Company had subscribed 15,12,000 equity shares of ' 10 each of Radiances MH Sunrise Seven Private Limited on June 30, 2022.

ii Yellowstone Fine Chemicals Private Limited Right Issue of Equity shares:

During the year, the Company has subscribed to the Rights issue of YFCPL and the Company has purchased 2,84,000 equity shares of ' 10 each at premium of ' 1052.50 per share aggregating to ' 30,17,50,000. Consequently, the total number of equity shares has been increased from 51,00,000 to 53,84,000.

Compulsory Convertible Preference shares (CCPS)

During the year, the Company has invested additional 35,00,000 Compulsory convertible Preference shares (CCPS) of Yellowstone Fine Chemicals Private Ltd of ' 10 each at an issue price of ' 65 per share (including a premium of ' 55 per share) in two tranches as follows. Consequently, the total number of CCPS has been increased from 3,65,00,000 to 4,00,00,000 CCPS.

During the year, the Company has vide letter dated January 01 2024, waived the right of redemption.

iii The Company is in the process of striking of the Wholly owned subsidiary namely, Yellowstone Specialty Chemicals Private Limited

iv During the year the Company has received approval from the ministry of corporate affairs confirming the stricking-off of Laxmi Life Sciences Private Ltd.

(c) In the financial year 2021-22, the Company had made the following investments i Laxmi Italy Srl

Laxmi Italy Srl was incorporated on July 19, 2021. The shares of the said Company were purchased by the Company’s Wholly Owned Subsidiary namely, Yellowstone Fine Chemicals Private Ltd. (YFCPL) as per the terms of Share Purchase Agreement dated August 04, 2021. Consequently, Laxmi Italy Srl became a step-down subsidiary of the Company.

A Expected Credit Loss

Allowance for Expected Credit Loss

In accordance with Ind AS 109, the Company uses the expected credit loss ("ECL") model for measurement and recognition of impairment loss on its trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115. For this purpose, the Company uses a provision matrix to compute the expected credit loss amount for trade receivables. The provision matrix takes into account external and internal credit risk factors and historical data of credit losses from various customers. The Company estimates impairment under the simplified approach. Accordingly, it does not track the changes in credit risk of trade receivables. The impairment amount represents lifetime expected credit loss.

All the shares are at face value of ' 2/- each in current and previous year.

B Initial Public Offer

In 2020-21, the Company had completed the Initial public offer ("The Offer / IPO") of 4,61,53,846 equity shares of face value of ' 2/- each at a price of ' 130/- per share (including a premium of ' 128/- per share) aggregating to ' 6,000.00 Mn.

The Offer comprised of a fresh issue of 2,30,76,923 equity shares aggregating to ' 3,000.00 Mn and an offer for sale of 2,30,76,923 equity shares aggregating to ' 3,000.00 Mn by Yellow Stone Trust.

The Company also did private placement of 1,55,03,875 equity shares of face value of ' 2/- each at a price of ' 129/- per share (including a premium of ' 127/- per share) aggregating to ' 2,000.00 Mn ("Pre-IPO Placement").

Total securities premium received from IPO and pre IPO placement is ' 4,922.84 Mn and is reduced by the Company’s share of IPO related expenses of ' 156.99 Mn resulted into net receipt of securities premium of ' 4,765.85 Mn.

Pursuant to the IPO, the equity shares of the Company got listed on BSE Limited and NSE limited on March 25, 2021.

*There has been a saving in the original estimate of IPO issue expenses (Company’s share) of ' 43.58 Mn which has resulted in increase in total available fund net off expenses from ' 4,799.94 Mn to ' 4,843.52 Mn. This amount is adjusted in general corporate purposes.

Further the actual utilisation towards repayment of loan was lower by ' 63.94 Mn and in terms of our prospectus we are entitled to allocate such amount to general corporate purposes so long as the allocation does not result in general corporate purpose exceeding 25%. This has resulted in general corporate purpose increasing from ' 637.29 to ' 744.76 Mn. During the current year, there is an increase in the available funds for general corporate purpose of ' 0.26 Mn resulting in total of ' 745.02 which is fully utilised in current year.

*There has been a saving in the original estimate of IPO issue expenses (Company’s share) of ' 43.58 Mn which has resulted in increase in total available fund net off expenses from ' 4,799.94 Mn to ' 4,843.52 Mn. This amount is adjusted in general corporate purposes. Further the actual utilisation towards repayment of loan was lower by ' 63.94 Mn and in terms of our prospectus we are entitled to allocate such amount to general corporate purposes so long as the allocation does not result in general corporate purpose exceeding 25%. This has resulted in general corporate purpose increasing from ' 637.29 to ' 744.76 Mn.

(*#) Balance of IPO proceeds as at March 31,2024 and as at March 31,2023 which are kept in fixed deposit and bank balance are shown under Other bank balances.

C Qualified Institutional Placement

In October 10, 2023, the Company had completed the Qualified Institutional Placement offer (""QIP") of 96,25,579 equity shares of face value of ' 2/- each at a price of ' 269.20/- per share (including a premium of ' 267.20/- per share) aggregating to ' 2,591.21 Mn.

Total securities premium received from QIP placement is ' 2,571.95 Mn and is reduced by the Company’s share of QIP related expenses of ' 105.49 Mn resulted into net receipt of securities premium of ' 2,485.72 Mn.

**There has been a saving of ' 5.08 Mn in the original estimate of QIP issue expenses which has resulted in the increase in total available fund (net off expenses) from ' 2,480.64 Mn to ' 2,485.72 Mn. This amount is utilised for general corporate purposes, which has resulted in increase from ' 500.97 Mn to ' 506.05 Mn.

D Terms / rights attached to equity shares

The Company has only one class of shares referred to as equity shares having par value of ' 2/- each. Holder of each equity share 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 any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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.

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

H On January 30, 2019 the Company had issued Bonus shares - (4,00,36,324 shares) to all its existing shareholders in the ratio of 4:1 shares at face value of ' 10/-. The aforesaid issue is made by utilising the balance in Retained Earnings of the Company.

I On January 01, 2020 the Company completed buy back of 50,29,010 equity shares (of face value of ' 10/- each) from International Finance Corporation (IFC), who were the only shareholder who tendered in the offer, at an aggregate value of ' 820.14 Mn. The buy back was completed by utilising the balance in Securities Premium and General Reserve. The Company had cancelled 50,29,010 equity shares of face value of ' 10/- each and has created Capital Redemption Reserve amounting to ' 50.29 Mn by debiting the balance in General Reserve.

J Pursuant to the recommendation and resolution passed at the meeting of the Board of Directors, the shareholders in their meeting held on November 24, 2020 approved the split of 1 equity share of the face value of ' 10/- each into 5 equity shares of the face value of ' 2/- each. Accordingly, the issued, subscribed and paid up capital of the Company was subdivided from 4,50,16,395 equity shares of face value of ' 10/- each to 22,50,81,975 equity shares of face value of ' 2/- each.

K Merger of Acetyls Holding Private Limited(AHPL) and Yellowstone Chemicals Private Limited(YCPL) with Laxmi Organic Industries Limited(LOIL)

Pursuant to the Scheme of Merger ('the Scheme’) of Acetyls Holding Private Limited, Yellowstone Chemicals Private Limited and Laxmi Organic Industries Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 which has been approved by the National Company Law Tribunal vide their order delivered on August 25, 2022, which has been filed with the Registrar of Companies on September 30, 2022, to make the Scheme effective. All the assets and liabilities, both movable and immovable, all other interest, rights and power of every kind, and all its debts, liabilities, including contingent liabilities, duties and obligations have been transferred to and vested in the LOIL with effect from the Appointed Date, October 02, 2021. Accordingly, the Scheme has been given effect to in these accounts. Since the Business Combination is of entities under common control in accordance with the Appendix C of INDAS 103, the financial information in the financial statements in respect of prior periods should be 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. However, if business combination had occurred after that date, the prior period information shall be restated only from that date of business combination i.e. October 01, 2021. Accordingly, the Company has accounted for the Scheme in its books of accounts with effect from October 01,2021 as required by Appendix C of Ind AS 103 "Business Combination

Issue Of Shares/Consideration: Since AHPL and YCPL are the wholly owned subsidiaries of the Company, there was no exchange/issue of shares by the Company to AHPL and YCPL.

Salient Features of the Scheme of Merger by Absorption

(i) Brief of Acetyls Holding Private Limited(AHPL)

Acetyls Holding Private Limited('the Company’) has been incorporated on May 23, 2019 under the Companies Act, 2013 (the Act). The Company primarily provides administrative (services) to its group company. The Company commenced business operations on May 23, 2019 . The Company’s Board of Directors has provided in principal approval to the merger of the Company with LOIL, at its board meeting on November 02, 2021. Subsequently, at a board meeting held on November 02, 2021, the Board of Directors approved the scheme of merger and swap ratio, identifying the effective date for merger as October 02, 2021. National Company Law Tribunal (NCLT) order approving the scheme of merger has been pronounced on August 25, 2022 and issued on August 25, 2022.

(ii) Brief of Yellowstone Chemicals Private Limited

Yellowstone Chemicals Private Limited('the Company’) has been incorporated on June 12, 2019 under the Companies Act, 2013 (the Act). The Company primarily provides engaged in the business of manufacturing of Ethyl Acetate, Acetaldehyde and supply of organic & Specialty Chemicals (services) to its group company. The Company commenced business operations on June 12, 2019 . The Company’s Board of Directors has provided in principal approval to the merger of the Company with LOIL, at its board meeting on November 02, 2021. Subsequently, at a board meeting held on November 02, 2021, the Board of Directors approved the scheme of merger and swap ratio, identifying the effective date for merger as October 02, 2021. National Company Law Tribunal (NCLT) order approving the scheme of merger has been pronounced on August 25, 2022 and issued on August 25, 2022.

(iii) Appointed date

The appointed date for the purpose of this amalgamation is October 02, 2021.

(iv) Accounting Treatment

In accordance with the scheme approved, the accounting for this amalgamation has been done in accordance with the "Pooling of Interest Method” referred to in Appendix C - Business combinations of entities under common control of Indian Accounting Standard 103- "Business Combination” of the Companies (Indian Accounting Standards) Rules, 2015.

LOIL has accounted for the Scheme in its books of accounts with effect from October 01,2021 as explained in para 5(K) above.

1 With effect from October 02, 2021, all assets and liabilities appearing in the books of accounts of AHPL and YCPL have been transferred to and vested in LOIL and have been recorded by LOIL at their respective carrying values.

2 The difference between the carrying values of net identifiable assets and liabilities of AHPL, YCPL transferred to LOIL pursuant to this scheme and the value of value of investments in the books of LOIL of AHPL and YCPL) has been disclosed as Amalgamation Adjustment Deficit Account as per the provisions of Appendix C of Ind AS 103.

3 All inter company transactions have been eliminated on incorporation of the accounts of AHPL and YCPL in LOIL.

Description of nature and purpose of each reserve :General Reserve:

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Securities Premium:

This represents premium received on allotment of equity shares.

Capital Reserve:

It represents the gains of capital nature which mainly include the excess of value of net assets acquired over consideration paid by the Company for business amalgamation transactions in earlier years

Capital Redemption Reserve:

This reserve was created for issue of bonus shares. The bonus shares were issued in FY 2019-20.

Share Option Outstanding Account:

This represents the fair value of the stock options granted by the Company under the 2020 Plan accumulated over the vesting period. The reserve will be utilised on exercise of the options.

A) Term loan includes :

i) Rupee term loan from banks (HDFC Bank Ltd):

Tenure of loan: max 60 months with moratorium of 6 months.

Repayment: First 4 quarterly instalment of 3.22%, next 13 quarterly instalments of 6.22% and final instalment of 6.26% of loan amount.

Interest : Linked with HDFC Bank 1 year MCLR 0 bps

Tenure of loan: max 60 months (Previous year - loan under moratorium)

ii) Rupee term loans from (Axis Bank Ltd):

Tenure of loan: max 72 months with moratorium of 18 months.

Repayment: 18 equal quarterly instalments.

Interest : Linked with Axis Bank 1 year MCLR 0 bps

Tenure of loan: max 72 months (Previous year - loan under moratorium)

B) Security of term loans :

a) First pari passu charge on all present and future movable and immovable Property, plant and equipment of the Company situated at A/22/2/3, A/22/2/3(P), A A-22/2/2, Mahad Industrial Area , Dist. Raigad Maharashtra.

b) First charge on all present and future movable and immovable Property, plant and equipment of the Company situated at B/2/2, B-3/1/1 MIDC B-3/1/2 Mahad Industrial Area , District. Raigad.

C) Government grant:

There are multiple interest free sales tax loans which are repayable in five installments from their due date . The Company has fully repaid ' 3.24 Mn as at March 31, 2024 (outstanding March 31,2023: ' 3.24 Mn). The first installment date was May 2009 and last terminal date is May 2023.

(b) Disclosures as required by Indian Accounting Standard (IND AS) 19 Employee Benefits

(i) Defined contribution plans:

The Company’s state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the service.

(ii) Defined benefit plans:

The Company has carried out the actuarial valuation of gratuity and leave encashment liability under actuarial principle, in accordance with IND AS 19 - Employee Benefits.

Gratuity is a defined benefit plan under which employees who have completed five years or more of service are entitled to gratuity on departure from employment at an amount equivalent to 15 days salary (based on last salary drawn) for each completed year of service restricted to ' 2.00 Mn ( March 31, 2023 : ' 2.00 Mn) The Company’s gratuity liability is entirely funded and leave encashment is non-funded.

The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on applicable bonds as on the current valuation date.

The salary growth rate indicated above is the Company’s best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as demand and supply in employment market, etc.

Description of risk exposures

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

(i) Interest rate risk:

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.

(ii) liquidity risk:

This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

(iii) Salary escalation risk:

The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

(iv) Demographic risk:

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

(v) Regulatory risk:

Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratutiy pay-outs (e.g. Increase in the maximum limit of gratuity of ' 2.00 Mn)

(vi) Asset liability mismatching or market risk:

The duration of the liability is longer compared to duration of assets, exposing the Company to market risk for volatilities/ fall in interest rate.

(vii) Investment risk:

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

a) Borrowings from banks or financial institutions on the basis of security of current assets

The Company has borrowings from banks which are secured by first Pari-passu charge, by way of hypothecation on current assets and second pari-passu charge, by way of mortgage on fixed assets.

Quarterly returns or Statements of current assets filed by the Company with banks for the year 2023-24 are in agreement with the books of accounts which is detailed in Statement A.

b) Utilisation of Borrowings taken from Bank and Financial Institution

The Company have used the borrowings for the purpose it was availed for.

c) Foreign Currency Term Loan

The loan from Citibank was structured with 15 equal quarterly installments in foreign currency, starting from October 2019. Interest payable at 3 months USD Libor plus 175 basis points per annum. The Company converted this External Commercial Borrowing (ECB) into an Indian Rupee (?) loan under a Currency Swap (CCY SWAP) on April 02, 2019, at a fixed interest rate of 7.90% per annum. The final installment was repaid on April 19, 2024.

(iv) Other tax proceedings -

The Senior Intelligence Officer, Directorate of Revenue Intelligence ("DRI") of the Bangalore Zonal Unit ("SIO") conducted a search at the Acetyl Intermediates ("AI") Manufacturing Facility on February 11, 2021 (the "Search") on the grounds that the SIO had reason to believe that the Company was availing a lower rate of basic customs duty at the rate of 2.5% for importing denatured ethyl alcohol in terms of the forth in Entry number 107 of the Customs Notification No. 50/2017 ("Notification") and claimed that the Company was liable to pay 5% as basic customs duty instead while importing denatured ethyl alcohol. During the course of the search the SIO made enquiries with certain officials of the Company as well as recovered certain documents relating to the import, usage and accounting of denatured ethyl alcohol. Pursuant to the Search, the Company, had paid an amount of ' 35.00 Mn under protest. Prior to the Search, the Company on January 24, 2021 had also filed a writ petition before the High Court of Bombay challenging the constitutionality of the use of the terms "excisable goods" as set forth in Entry 107 of the Notification and the requirements mandating importers of denatured ethyl alcohol to submit a provisional duty bond for availing an exemption under Entry 107 of the Notification. The matter is currently pending. Accordingly, the total amount is neither quantifiable nor demanded.

| 27. | DISCLOSURE IN ACCORDANCE WITH IND AS - 108 "OPERATING SEGMENTS", OF THE COMPANIES (INDIAN ACCOUNTING STANDARDS) RULES, 2015.

The Company is engaged in chemicals business and is of the view that it is a single business segment in accordance with Ind AS 108 'Operating Segments’ notified pursuant to Companies (Accounting Standards) Rules, 2015. There is no single customer or customer group which constitutes more than 10% of the total revenue of the Company.

A Employee Stock Option Plan 2020 (the Plan):

Pursuant to the resolutions passed by the Board on October 30, 2020 and by the shareholders on November 24, 2020, the Company has approved the Laxmi - Employee Stock Option Plan 2020 ("ESOP-2020") for issue of employee stock options ("ESOPs") or thank you grants or restricted stock units ("RSUs") to eligible employees up to 67,50,000 options, which may result in issue of not more than 67,50,000 equity Shares. The primary objective of ESOP-2020 is to reward the employees and to retain and motivate the employees of the Company and its Subsidiaries, as the case may be, by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability.

The Nomination and Remuneration Committee had on January 27, 2021 granted 56,90,467 options (comprising of 42,45,540 employee stock options; 11,43,263 RSUs and 3,01,664 thank you grants) to eligible employees pursuant to the ESOP-2020. The plan is administered by the Nomination and Remuneration Committe of the Board.

The eligibility of the Employees will be based on designation, period of service, performance linked parameters such as work performance and such other criteria as may be determined by the Nomination and Remuneration Committee at its sole discretion, from time to time.

Options granted under Plan shall vest not earlier than 1 (One) year and not later than maximum Vesting Period of 3 (three) years from the date of Grant.

During the year, additional 14,06,250 equity shares were granted under Laxmi - Employee Stock Option Plan 2020 ("ESOP-2020").

Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the Model is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time which is considered as equivalent to the life to expiration. In the instinct case, the volatility of the Company is computed based on the average volatility of the comparable companies listed on stock exchange.

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

| 34. | FAIR VALUE HIERARCHY

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

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

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at March 31,2024 and March 31,2023.

The Company is exposed to various financial risks arising from its underlying operations and financial activities. The Company is primarily exposed to market risk (i.e. interest rate and foreign currency risk), credit risk and liquidity risk. The Company’s Corporate Treasury function plays the role of monitoring financial risk arising from business operations and financing activities.

Financial risk management, which includes foreign currency risk, interest rate risk, credit and liquidity risk are very closely monitored by the senior management, the Finance Committee and the Board of Directors. The Company has a Forex Risk Management policy under which all the forex hedging operations are done. The Company’s policies and guidelines also cover areas such as cash management, investment of excess funds and the raising of short and long term debt. Compliance with the policies and guidelines is managed by the Corporate Treasury function. The objective of financial risk management is to manage and control financial risk exposures within acceptable parameters, while optimising the return. The Company manages its market risk exposures by using specific type of financial instruments duly approved by the Board of Directors as and when deemed appropriate. The Company reviews and approves policies for managing each of the above risk.

1) Market risk

Market risk is the risk arising out of the fluctuations in fair value of future cash flows of a financial instrument because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk includes loans and borrowings, deposits, investments and derivative financial instruments. The Company enters into the derivative contracts as approved by the Board to manage its exposure to interest rate risk and foreign currency risk, from time to time.

A) Foreign currency risk

Foreign currency risk also known as Exchange Currency Risk is the risk arising out of fluctuation in the fair value or future cash flows of an exposure because of changes in foreign exchange rates. Foreign currency risk in the Company is attributable to company’s operating activities and financing activities. In the operating activities, the Company’s exchange rate risk primarily arises when revenue / costs are generated in a currency that is different from the reporting currency (transaction risk). The Company manages the exposure based on a duly approved policy by the Board, which is reviewed by Board of Directors on periodic basis. This foreign currency risk exposure of the Company is mainly in U.S. Dollar (USD) and Euro (EUR) and Chinese Yuan Renminbi (CNY).

Foreign currency sensitivity analysis:

The Company is mainly exposed to USD and EURO fluctuations

The following table details the Company’s sensitivity to a 1% increase and decrease in the Rupee against the relevant foreign currency. The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for 1% change in foreign currency rates. A positive number below indicates an increase in profit before tax or vice-versa.

Foreign exchange derivative contracts

The Company enters into derivative contracts with an intention to hedge its foreign exchange price risk and interest risk. Derivative contracts which are linked to the underlying transactions are recognised in accordance with the contract terms. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit & Loss.

B) Interest rate risk management

Interest rate risk arises from the movements in interest rates which could have effects on the Company’s net income or financial position. Changes in interest rates may cause variations in interest income and expenses resulting from interestbearing assets and liabilities. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s borrowing obligations with floating interest rates.

The Company manages its interest rate risk by having an agreed portfolio of fixed and variable rate borrowings. Out of the total borrowings, the amount of fixed interest loan is ' 53.98 Mn and floating interest loan is ' 1303.40 Mn (March 31, 2023: Fixed interest loan ' 21.66 Mn and Floating interest loan ' 1400 Mn). With all the other variables remaining constant, the following table demonstrates the sensitivity to a reasonable change in interest rates on the borrowings:

C) Credit risk management

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

Trade receivables are typically unsecured and are derived from revenue earned from customer. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account a continuing credit evaluation of the Company customers’ financial condition; ageing of trade accounts receivable and the Company’s historical loss experience.

Credit risk from balances with banks and financial institutions is managed by the Company’s Corporate Treasury function in accordance with the Company’s policy. Investments of surplus funds are made only with counter parties who meet the parameters specified in Investment Policy of the Company. The investment policy is reviewed by the Company’s Board of Directors on periodic basis and if required, the same may be updated during the year. The investment policy specifies the limits of investment in various categories of products so as the minimise the concentration of risks and therefore mitigate financial loss due to counter party’s potential failure.

D) Liquidity risk management

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses.

The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the years ended March 31,2024 and March 31,2023. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis. The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits and other highly marketable liquid debt investments with appropriate maturities to optimise the returns on investments while ensuring sufficient liquidity to meet its liabilities.

| 37. | The Board of Directors at their meeting held on May 21,2024 has recommended dividend of ' 0.60 per equity share (30%) of FV on the outstanding equity shares of nominal value of ' 2/- each as on record date, subject to shareholder approval at the ensuing Annual General Meeting.

~38T| RELATIONSHIP WITH STRUCK OFF COMPANIES

The information about transaction with struck off Companies (defined under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956) has been determined to the extent such parties have been identified on the basis of the information available with the Company.

| 39. | The specialty intermediates unit at Mahad suffered unprecedented flooding in July 2021. During the year, the Company has on receipt basis accounted for Loss of Profit of ' 190 Mn on account of Loss of production and consequent loss of revenue and disclosed under "Other Operating Income".

| 40. | UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM:

i The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary 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).

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

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

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

| 41. | The Board of Directors at its meeting held on May 21, 2024 have approved the Scheme of Amalgamation for merger of Yellowstone Fine Chemicals Private Limited ("Transferor Company", a wholly owned subsidiary of LOIL) with the Company under section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder ("Scheme"). The Appointed Date for the Scheme is April 1, 2024. The Company is in the process of filing the first motion application for approval of the Scheme with the Mumbai Bench of the National Company Law Tribunal ("NCLT"). The Scheme as aforesaid is subject to necessary approvals by shareholders and creditors of the Company and Transferor Company and NCLT Mumbai Bench and such other statutory and regulatory approvals as may be required.

| 42. | Analytical Ratios as per requirements of Schedule III are given in Statement C

| 43. | MAINTENANCE OF BOOKS OF ACCOUNTS AND BACK-UP

As per the MCA notification dated 05 August 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up on daily basis of books of account and other relevant books and papers maintained in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of books of account on servers physically located in India on a daily basis.

The books of account of the Company are maintained in electronic mode and these are readily accessible in India at all times. Currently, the Company is maintaining back-up of books of account on server physically located in India on daily basis.

Audit Trail:

The Company has been maintaining its books of account in the SAP S4 HANA which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to

sub rule (!) of Rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021. However, the audit trail feature is not enabled for direct changes to data in the underlying database. There were no instance of audit trail feature being tampered with in respect of the accounting software.

Presently, privileged access to database of accounting softwares mentioned above continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

| 44. | SUBSEQUENT EVENT

There are no subsequent event after the year end March 31, 2024 till the date of signing of this standalone financial statement.

| 45. | ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

(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 has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or any other lender or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

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

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

(v) The Company does not have any charges pending satisfaction with ROC beyond the statutory period.

46. The balance sheet, statement of profit and loss, statement of cash flow , statement of changes in equity, statement of material accounting policies and the other explanatory notes forms an integral part of the financial statements of the Company for the year ended March 31,2024.

| 47. | The Standalone financial statement were authorised for issue in accordance with a resolution of the Board of Director's in its meeting held on May 21,2024.

| 48. | Figures of the previous period have been regrouped wherever necessary including to conform to current year’s classification


 
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