(i) Inventory write downs are provided considering the nature of inventory, ageing, liquidation plan and net realisable value. Provision for write downs of inventories amounted to H2,229.02 Lakhs. The changes in write downs are recognised as an expense in the Standalone statement of profit and loss amonting to H288.48 Lakhs (as at March 31,2023 H271.81 Lakhs) and Nil Lakhs consider as Exceptional Items (as at March 31,2023 H1,940.54 Lakhs).

(ii) Inventories have been hypothecated as security against certain bank borrowings, details relating to which has been described in note 24 and note 28.

(iii) During the year ended March 31, 2024 H28.03 Lakhs (as at March 31, 2023 H43.81 Lakhs) was recognised as an expense for inventories carried at net realisable value.

(c) Rights, preferences and restrictions

The Company has issued only one class of equity shares having par value of H5/- per share (March 31,2023; - H5/- per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays the dividend in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to shareholders' approval in the ensuing Annual General Meeting, except in case of interim dividend.

During the year, the Board of directors have declared dividend of 25% (H1.25 per equity share of H5/-each) for the financial year 2023-24. (Refer note 58)

During the previous year, the Board of directors had declared an final dividend of 25% (H1.25 per equity share of H5/- each) for the financial year 2022-23 which has been paid during the year 2023-24. (Refer note 58)

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 shareholder.

(d) FBL ESOP Trust :

The Company had formulated Employee Stock Option Scheme namely Fermenta Biotech Limited - Employee Stock Option 2019 (ESOP 2019) in terms of the Scheme of amalgamation of erstwhile Fermenta Biotech Limited with the Company. The equity shares are held by FBL ESOP Trust (Refer note 60).

Description of nature and purpose of each reserve

Unrealised gain/(loss) on dilution: This reserve represents unrealised gain/(loss) due to change in the shareholdings in a subsidiary.

Capital redemption reserve : This reserve was created for redemption of preference shares of H70.00 lakhs in the financial year 2010-2011.

Capital reserve pursuant to amalgamation : Reserve created pursuant to amalgamation of a 2 subsidiaries and its Holding.

Capital reserve: Capital reserve was created in the financial years 1995-96 and 1996-97 pursuant to sale of the Company's brands for which non compete fees were received and treated as a capital receipt.

General reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Companies Act 2013.

Share options outstanding account : The fair value of the equity settled share based payment transactions is recognised to share options outstanding account.

Retained earnings: Retained earnings are the profits/(loss) that the company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

Equity instruments through other comprehensive income: This represents the cumulative gains / losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.

a) Term loan is taken from HDFC Bank Limited for financing the capital expenditure for Premix Plant to be set up at Kullu with interest rate EURIBOR plus 3.0% (Average effective rate 6.38%), (previous year effective rate is 4.36%) repayable in 60 equal monthly instalments starting from Feb-2023. The said loan is secured by first pari-passu charge on the project , first pari pasu charge on property, plant and equipment at Dahej and Kullu except plant 3 at Dahej which is exclusively mortgaged with Yes Bank Limited and Union Bank of India, and second pari passu charge on entire current assets along with other banks.

b) Term loan (External Commercial Borrowing) is taken from Yes Bank Limited for financing the capital expenditure for new project at Dahej SEZ with interest rate EURIBOR plus 3.5% (Average effective rate 7.08 %), (previous year effective rate is 6.38%) repayable in 48 equal monthly instalments starting from February 2020. The said ECB loan was secured by way of first pari-passu charge on the project financed along with Union Bank of India, first pari-passu charge along with Union Bank of India and HDFC Bank Limited on property, plant and equipment at Kullu and Dahej, except Plant 4 at Dahej and Premix Plant at Kullu which is exclusively mortgaged with HDFC Bank Limited , which is not to be shared with HDFC Bank Limited. The said loan was additionally secured by way of first pari passu charge along with Union Bank of India and HDFC Bank Limited on entire unencumbered movable fixed assets (excluding vehicles) and second pari passu charge on entire current assets. The entire loan has been repaid during the financial year.

c) Term loan is taken from HDFC Bank Limited for financing the capital expenditure for Plant 4 at Dahej SEZ with interest rate EURIBOR plus 3.9% (effective rate 3.9%), (previous year effective rate is 3.9%) repayable in 16 equal quarterly instalments starting from July 2021. The said loan is secured by first pari-passu charge on the project , first pari pasu charge on property, plant and equipment at Dahej and Kullu except plant 3 at Dahej which is exclusively mortgaged with Yes Bank Limited and Union Bank of India, and second pari passu charge on entire current assets along with other banks. Effective rate is 3.9% on account of Interest rate swap agreement entered by the company.

d) Term loan (Foreign Currency Term Loan and INR Term Loan) is taken from Union Bank of India for financing the capital expenditure for Cholesterol project at Dahej SEZ with interest rate EURIBOR plus 3.10% (effective rate 6.13%) (previous year effective rate is 5.50%) for FCTL, MCLR 2% (effective rate 10.67% to 11.60%) (previous year effective rate is 9.96% to 10.34%) for Rupee Term Loan repayable in 48 equal monthly instalments starting from April 2020. The said loan is secured by way of first pari-passu charge on the project financed along with Yes Bank Limited not to be shared with HDFC Bank Limited, first pari-passu charge along with Yes Bank Limited and HDFC Bank Limited on property, plant and equipment at Kullu and Dahej, except Plant 4 at Dahej and Premix Plant at Kullu which is exclusively mortgaged with HDFC Bank Limited. The said loan is additionally secured by way of first pari passu charge along with Yes Bank and HDFC bank on entire unencumbered movable fixed assets (excluding vehicles) and second pari passu charge on entire current assets. Foreign Currency Term Loan has been repaid during the period.

e) Vehicle loans taken from HDFC Bank Limited against hypothecation of the vehicles purchased, repayable in 60 monthly instalments starting from Aug-2020, to Sep-2021 with average interest rates in the range of 7.65% to 8.45%, (previous year at 7.65% to 8.20% ). The charge for first loan is yet to be created.

Vehicle loans taken from the Bank of Baroda Limited against hypothecation of the vehicle purchased, repayable in 60 monthly instalments starting from Jan-2021 to May-2021 with average interest rates in the range of 9.65% to 9.85%, (previous year at 9.85%).

Vehicle loan is taken from the Union Bank of India against hypothecation of the vehicle purchased, repayable in 60 monthly instalments starting from Jan-2022 to Oct-2022 with average interest rates in the range of 9.17% to 10.09% (previous year in the range of 9.05% to 9.90%)

Vehicle loan is taken from the Yes Bank of India against hypothecation of the vehicle purchased, repayable in 60 monthly instalments starting from Jun-2023 with average interest rates 9.17%, (previous year in the range of NIL)"

f) Working Capital Term Loan is taken from Union Bank of India for business purpose with interest rate 1 Year MCLR 0.60% effective rate 9.41% (previous year effective rate is 9.18%) repayable in 48 equal monthly instalments starting from Dec -23. The said loan is secured by first pari-passu charge on hypothecation of stocks, book debts and and by equitable mortgage with Yes Bank limited and HDFC Bank Limited of factory land and buildings at Dahej and Kullu and all moveable property, plant and equipments of the Company and second charge on the existing securities of the company except plant 4 at Dahej and Premix Plant at Kullu.

g) Term loan is taken from HDFC Bank Limited for financing the capital expenditure at Dahej SEZ with average interest rate 9.42% ( Previous year effective rate is 7.98%) repayable in 28 equal quarterly instalments starting from Apr 2022. The said loan is secured by first pari-passu charge on the project , first pari pasu charge on property, plant and equipment at Dahej and Kullu except plant 3 at Dahej which is

exclusively Mortgaged with Yes Bank Limited and Union Bank of India, and second pari passu charge on entire current assets along with other banks.

h) Loan against property and loan by way of discounting of lease rental of Thane One Building consisting of 1^st floor to 13^th floor from Bajaj Finance Limited, the effective rate for the current year in the range of 11.20% to 11.45% (previous year effective rate in the range of 8.00% to 11.20%) The said loan is secured by hypothecation of the lease agreements of Thane One (consisting of 1^st floor to 13^th floor) and equitable mortgage of the premises at Ceejay House. Further these loans have been guaranteed by the personal guarantee of the Executive Vice Chairman of the Company. In the current year the hypothecation of Thane One (consisting of 1^st floor to 13^th floor) was removed and only the mortgage of the premises at Ceejay House exist.

Packing credit, cash credit Loan from Union Bank of India, are secured by first pari-passu charge on hypothecation of stocks, book debts and and by equitable mortgage with Yes Bank limited and HDFC Bank Limited of factory land and buildings at Dahej and Kullu and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu. The average interest rate for packing credit in foreign currency is 6.35% to % 7.39% (EURO PCFC - EURIBOR 3.10%, USD PCFC - 6M LIBOR 3.10%) and average interest rate for cash credit is 11.87 %.

Packing credit and cash credit Loan from Yes Bank Limited is secured by first pari-passu charge on current assets of the Company and by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of India and HDFC Bank Limited and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu. The average interest rate for packing credit in foreign currency is 5.50%. and average interest rate for cash credit is 1 YR MCLR 0.95 (from 10.40% to 11.50%)

Packing credit Loan from HDFC Bank Limited is secured by first pari-passu charge on current assets, exclusive charge on assets of plant 4 at Dahej and Premix Plant at Kullu, moveable property, plant and equipment of the Company and equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of India and Yes Bank Limited (excluding the plant and building financed through term loan from Union Bank of India and Yes Bank Limited).The average interest rate for packing credit in foreign currency is 6.50% .

Short term working capital loan includes Working Capital Demand Loan from Yes Bank Limited secured by first pari-passu charge on current assets of the Company and by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of India and HDFC Bank Limited and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu. It also includes Working Capital Demand Loan from HDFC Bank Limited secured by first pari-passu charge on current assets of the Company and by equitable mortgage of factory land and buildings at Dahej and Kullu with Union Bank of India and Yes Bank Limited and all moveable property, plant and equipment of the Company except vehicles and Plant 4 at Dahej and Premix Plant at Kullu and short term loans taken from Union Bank of India are secured against the lien of fixed deposits. The average interest rate for short term working capital loan from Union Bank is in the range of 5.77% to 6.77% and Working Capital Demand Loan from Yes Bank is 8.90% and Working Capital Demand Loan from HDFC Bank Limited 8.90% to 9.05%

General description of significant leasing agreements

(i) Refundable interest free deposits have been given under lease agreements.

(ii) Some of the agreements provide for early termination by either party with a specified notice period / renewal with conditions (B) Assets given on lease

The Company has also entered into various operating lease agreements for its properties in Thane with original lease periods expiring up to January 2028. These agreements have a non-cancellable period at the beginning of the period for 3/5 years and have rent escalation provisions of 5% every year or 15% after 3 years.

47. Employee benefits

The Company operates following employee benefit plans

(I) Defined contribution plans: Provident fund, superannuation fund, employee state insurance scheme (ESIC) and labour welfare fund.

(II) Defined benefit plan: Gratuity (funded)

(III) Other long term benefit plan: Compensated absences (unfunded)

II) Defined benefit plan

The Company operates a defined benefit plan, viz., gratuity.

In respect of Gratuity, a defined benefit plan, contributions are made to LIC's Recognised Group Gratuity Fund Scheme. It is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment. The level of benefit provided depends on the member's length of service and salary at the time of retirement/termination. Provision for Gratuity is based on actuarial valuation done by an independent actuary as at the year end. Each year, the Company reviews the level of funding in the gratuity fund.

j) Risks exposure:

The plan typically exposes the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

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

Interest risk : A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the value of the plan's investment in LIC managed fund.

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

Salary risk : 'The inherent risk for the Company mainly are adverse salary growth or demographic experience or inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature the plan is not subject to any longevity risks.

III) Other long term benefit plan

Actuarial valuation for compensated absences is done as at the year end and provision is made as per Company rules with corresponding charge / (credit) to the Standalone statement of profit and loss amounting to H116.56 Lakhs [March 31,2023: (H77.02 Lakhs)] and it covers all regular employees. Major drivers in actuarial assumptions, typically, are years of service and employee compensation.

Obligation in respect of defined benefit plan and other long term employee benefit plans are actuarially determined at the year end using the "Projected unit credit model". Gains and losses on changes in actuarial assumptions relating to defined benefit obligation are recognised in OCI where as gains and losses in respect of other long term employee benefit plans are recognised in the Standalone statement of profit and loss.

# Restated pursuant to merger (Refer Note 70)

49. Research and development expenditure

Research and development expenditure of H1,334.11 Lakhs (March 31,2023: H1,336.12 Lakhs) has been charged to the Standalone statement of profit and loss. The capital expenditure in the current year on research and development amounts to H5.92 Lakhs (March 31,2023: H14.14 Lakhs).

50. During the year ended March 31,2024, Directors sitting fees to Non-Excecutive Directors aggregating H46.50 Lakhs has been charged to the Standalone statement of profit and loss. (March 31,2023 H40.70 Lakhs)

Note 56 - Segment information:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The Managing Director of the Company is responsible for allocating resources and assessing performance of the operating segments, has been identified as the CODM of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM.

The business segments have been identified considering :

a) the nature of products and services

b) the differing risks and returns

c) the internal organisation and management structure, and

d) the internal financial reporting systems

The segment information presented is in accordance with the accounting policies adopted by the Company. Segment revenues, expenses and results include inter-segment transfers.

A) The primary reporting of the Company has been performed on the basis of business segments, viz:

Chemicals/Bulk Drug- Manufacturing and selling of chemicals, primarily bulk drugs and enzymes.

Property - Renting and Sale of properties

Segments have been identified and reported based on the nature of the services, the risk and returns, the organisation structure and the internal financial reporting systems.

57. Financial risk management objectives and policies

The Company is exposed to credit risk, liquidity risk and market risk. The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Board of Directors review and agree policies for managing each of these risks, which are summarised below.

a) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates, commodity prices and equity price risk). Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term borrowings. The Company is exposed to market risks related to foreign exchange rate risk, commodity rate risk, interest rate risk and other price risks, such as equity price risks. Thus, the Company's exposure to market risk is a function of borrowing activities, revenue generating and operating activities in foreign currencies.

i) Equity price risk

The Company's unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investments in securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. The Company's Board of Directors review and approve, all investments in the equity instruments.

As at March 31,2024 and March 31,2023 the Company had exposure to equity securities measured at fair value. The changes in fair values of the equity investments were strongly positively co-related with changes in market index.

ii) 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 rate. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term and short term borrowings obligations with floating interest rates.

The Company manages it's interest rate risk by having a balanced portfolio of long term and short term borrowings.

For the years ended March 31, 2024 and March 31, 2023 every 50 basis point decrease in the floating interest rate component applicable to its loan and borrowings would increase the Company's profit by H85.48 Lakhs and H117.39 Lakhs respectively. A 50 basis point increase in floating interest rate would lead to an equal but opposite effect.

iii) Commodity rate risk

Exposure to market risk with respect to commodity prices primarily arises from the Company's purchases and sales of active pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients. The prices of the Company's raw materials generally are stable. Cost of raw materials forms the largest portion of the Company's cost of revenues.

A large portion of the Company's sales are subject to commodity rate risk having a volatile pricing. The Company monitors overall demand supply position and pricing movement to decide marketing strategies to overcome risk of changing prices of the products.

iv) Foreign currency risk

The Company's foreign exchange risk arises from its foreign currency revenues and expenses and foreign currency borrowings. As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company's revenues and expenses measured in Indian rupees may decrease or increase and vice-versa. The exchange rate between the Indian rupee and these foreign currencies have changed substantially in recent periods and may continue to fluctuate substantially in the future. Consequently, the Company largely uses the natural hedge to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecasted transactions and recognised assets and liabilities.

The year end foreign currency exposures that have not been hedged (before giving effects of natural hedge) by derivative instrument or otherwise are given below:

C) Foreign currency sensitivity

For the years ended March 31, 2024 and March 31, 2023, every 5% strengthening in the exchange rate between the Indian rupee and the respective currencies for the above mentioned financial assets / liabilities would increase the Company's profit and increase the Company's total equity by approximately (net) H203.62 Lakhs and H105.78 Lakhs, respectively. A 5% weakening of the Indian rupee and the respective currencies would lead to equal but opposite effect. In Management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

D) Derivative contracts

The Company is exposed to exchange rate risk that arises from its foreign exchange revenues and expenses, primarily in US Dollars and Euros and foreign currency debts in US dollars and Euros. The Company uses cross currency interest rate swap and Currency hedges (known as, "derivatives") to mitigate its risk of changes in foreign currency exchange interest rates and exchange rates . The counterparty for these contracts is generally a bank.

b) Credit risk

Credit risk is the risk of financial loss, if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers, loans and other financial assets. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to which the Company grants credit terms in the normal course of business.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments. Credit risk in case of Intercorporate deposit given is managed by the Company in accordance with the Company's policy. ICD only be given out of surplus funds, are made only with the approval of the Board of Directors and are reviewed by the Board on an annual basis.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as they fall due. The Company's policy on liquidity risk is to maintain sufficient liquidity in the form of cash and investment in liquid banks deposits to meet the Company's operating requirements with an appropriate level of headroom. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

59. Investment properties

The Company's investment properties consist of Thane One Building, Ceejay House and freehold land located at Majiwade Thane and at Takawe. Out of the 16 floors, ground to 13 floors have been considered as Investment property by the Management of which 13 Floor has been sold.

Criteria used for classification of property as investment property

The Company has considered the following for classification of property as investment property:

(i) Investment property comprises building and other assets required to provide ancillary services to the occupants of the investment property.

(ii) The properties that are not occupied by the Company for use in production or supply of goods or services or for administrative purposes, or for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation are classified as investment property.

The Company has a building which is primarily meant for renting is classified as an investment property, except for the part of that building which is used for administrative purposes, and hence classified as owner-occupied property. The Company has apportioned the cost of the property between investment property and owner-occupied property in the ratio of area used, respectively, as a percentage of total area.

The Company has sold 5 floors part of its Investment in Property consisting of floors sales in Thane One IT/ITES building accordingly, total income on sale of Investment Property for the year ended March 31,2024 is H2,505.07 lakhs (previous year ended March 31,2023 H4,772.82 lakhs, 8 floors) and has been recognised as income under the head revenue from operation pertaining to property segment.

Further during the previous year, Mr. Krishna Datla and Ms. Rajeshwari Datla on behalf of the Company entered in to "Memorandum of Understanding" to sell Freehold land located at Village Takwe (Budruk), Tal - Maval District - Pune admeasuring 21.39 Acres, with M/s. D1 Enterprises (as the Proposed Assignor) to and in favour of Nipro Pharmapackaging India Private Limited as the proposed purchaser of said land.

In the current year, the company has partially sold ( 1,40,100 Sq Mtr) freehold land located at Village Takawe not held in the name of the Company. The income on sale of such property for the year ended March 31,2024 is H3,882.75 Lakhs which has been recognised as income under the head revenue from operations pertaining to property segment. Company has received advance of H329.20 lakhs (net of tax). (as at March 31.2023 H841.50 lakhs [net of tax])

Estimation of fair value

The fair value of the Investment Property has been determined in the financial period March 31, 2024 as H6,724.72 Lakhs (March 31, 2023 as H21,626.49 Lakhs). The fair value has been determined by an external, independent property valuer, having appropriate professional qualification and recent experience in the location and category of the property being valued. The Company obtained independent valuation for its investment property and fair value measurement has been categorised as Level 3. The fair value has been arrived at by using comparable market rate approach. The main inputs used are quantum, area, location, demand, restrictive entry to the complex, age of building and trend of fair market rent in village Majiwada area and Takawe area.

1.1 Details of the employee share option plan of the Company

This ESOP 2019 scheme has been framed pursuant to the Scheme of Amalgamation between the erstwhile Fermenta Biotech Limited ("Transferor Company") with the DIL Limited ("Transferee Company") and their respective shareholders. The Transferor Company prior to the Scheme of Amalgamation had implemented the 'Fermenta Biotech Limited - Employee Stock Option Plan 2019' and were granted employee stock options to its eligible employees. Further, the number of transferee options issued shall equal to the product of number of transferor options outstanding on effectiveness of Scheme multiplied by the Share exchange ratio (0.398) and each transferee option shall have an exercise price per equity share equal to transferor option exercise price per equity shares divided by the share exchange ratio (0.398) and fractions rounded off to the next higher whole number. The terms and conditions of ESOP 2019 Scheme of DIL Limited are not less favourable than those of ESOP Scheme of erstwhile Fermenta Biotech Limited. Under the ESOP 2019 Scheme, stock options have been issued to the eligible employees of erstwhile Fermenta Biotech Limited.

In accordance with the terms of the plan, as approved by the erstwhile shareholders of Fermenta Biotech Limited at an extra general meeting, executives and senior employees with the Company were granted options to purchase equity shares.

Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

The number of options granted is calculated in accordance with the performance-based formula and is subject to approval by the remuneration committee. The formula rewards executives and senior employees to the extent of the Company's and the individual's achievement judged against both qualitative and quantitative criteria.

Options granted under ESOP 2019 shall vest not before 1 (one) year and not later than maximum Vesting Period of 5 (five) years from the date of grant of such Options. Subject to the minimum vesting period of one year, the Nomination and Remuneration Committee of the Board at its discretion approve for acceleration of Vesting of any or all unvested Options of the Option Grantee.

The above number of options, fair value at grant dates and exercise price were adjusted in accordance with the Share exchange ratio (0.398:1) as per the scheme of amalgamation.

The above number of options, were adjusted for the Forfeited/ cancallation of option for fullment of year end assessment of ESOP vesting conditions.

1.2 Fair Price of share options granted

The weighted average fair Price of the share options granted during the financial year is Nil (previous year Nil). Options were priced using Black-Scholes option pricing model. Where relevant, the expected life used in the model has been calculated based on a weighted average of vests. Expected volatility is based on the historical share price information of similar listed entities.

The number of options, were adjusted for the Forfeited /cancellation of option for fulfillment of year end assessment of ESOP vesting conditions.

1.4 Share options outstanding at the end of the year

The share options outstanding at the end of the year had a weighted average exercise price of H83.67 (as at March 31,2023: H83.67), and a weighted average remaining contractual life of Nil year.

# Restated pursuant to merger (Refer Note 70)

65. The President has given his assent to the Code on Social Security, 2020 ("Code") in September 2020. On November 13, 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.

66. Events after the reporting period: The company has evaluated subsequent events from the date through May 27, 2024, the date at which the financial statements were available to be issued and determined that there are no material items to disclose.

67. 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, except that audit trail feature is not enabled for direct changes to data for users with certain privileged access rights to the accounting software or the underlying database. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software where audit trail has been enabled.

68. Quarterly returns and statements of current assets for loans taken from Banks and Financial Institutions on the basis of security of current assets are filed by the Company with banks and Financial Institutions are in agreement with the books of accounts no such variations found further, HDFC Bank and Yes Bank has accepted the non-compliance of debt covenant and relaxed any penal provisions via email dated March 28, 2024 and March 26, 2024 and accordingly the borrowings are disclosed in the financial statements as non current borrowings for the year ended March 31,2024. (refer note 24 and 28).

The overall business of animal feed of the Company has considerably reduced as compared to the expectation on account of subdued global demands. Basis the earlier expectation of the Company of the animal feeds business, the Company had kept stock of semi-finished goods to be used for the production of such animal feed. Considering the immediate uncertainty on the recovery of animal feed global demand, as a prudency the Company had made provisions against the said inventory. Further, the company made provision against investments, recoverable of expenses and trade receivable from Ferment Biotech GmbH (wholly owned Subsidiary dealing in animal feed business) and other parties for the previous year ended March 31,2023.

During the current year, considering the prolonged subdued global demands, the Company had revisited its projected future cash flows from its subsidiary Fermenta USA LLC and has determined the value in use of its investments in the said subsidiary. Accordingly, a provision for impairment of investment of H900 lakhs was recorded as an exceptional item in the year ended March 31,2024.

70. Merger of amongst DVK Investments Private Limited (Holding Company) and Aegean Properties Limited (Wholly owned subsidiary) with Fermenta Biotech Limited

Pursuant to scheme of Merger by Absorption under section 230-232 of the Companies Act, 2013, between the Company, its Holding Company DVK Investments Private Limited {DVK} and wholly owned subsidiary Company Aegean Properties Limited {Agean} (transferor companies) sanctioned by National Company Law Tribunal by virtue of its order dated May 8, 2023 and the certified copies of such approved scheme was submitted with the Registrar of Companies (ROC), Mumbai on May 24,2023, which is considered as the appointed date and effective date of the merger as per the Scheme. The transferor companies have merged into the Company on a going concern basis from the appointed date of the scheme i.e. May 24, 2023.

The arrangement have been accounted in the books of account of the Company in accordance with Ind AS 103 and considering that the transferor companies are ultimately controlled by the same promoters both before and after the business combination, the said transaction is a common control transaction and has been accounted under pooling of interest method.

Pursuant to the Scheme, 1,50,75,318 no. of shares held by DVK Investments Private Limited has been cancelled and equivalent shares have been allotted to the shareholders of DVK Investments Private Limited on June 3, 2023 in the ratio of their holding in DVK Investments Private Limited.

Accordingly, the comparative financial information of the Company for the year ended March 31,2023 included in these standalone financial statements along with the notes to accounts and disclosure have been adjusted to give effect of the merger of transferor companies with effect from the date when such entities came under common control. Following the common control accounting guidance the financial statements of the following companies have been included in the financial statement of the Company from:

72. Previous year figures have been re-grouped /re-classified wherever necessary

73. 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 charges or satisfaction which is yet to be registered with ROC beyond the statutory period

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

(iv) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets during the year ended 31^st March,2024.

74. The Standalone financial statements were approved for issue by the Board of Directors on May 27, 2024.