1 Company Overview

The Company ("Him Teknoforge Limited - formerly known as Gujarat Automotive Gears Limited, "HTL") is an existing public limited company incorporated on 27/03/1971 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013, having its registered office at Village Billanwali, Baddi, Dist. Solan (HP) -173205. Pursuant to the Order dated 9th January, 2018 of Hon'ble National Company Law Tribunal, Chandigarh Bench, M/s Him Teknoforge Limited is merged with M/s Gujarat Automotive Gears Limited with appointed dated 1st April, 2016 and the name of Gujarat Automotive Gears Limited is changed to Him Teknoforge Limited as per the Scheme of Amalgamation. The Company offers a diverse range of products and services including manufacturing, sales, distribution and marketing of automotive , non-automotive and enigineering components like Alloy Steel Forgings, Gears, Shafts, Axles, Assemblies & subassemblies, etc.. The equity shares of the Company are listed on BSE Limited (“BSE”) . The financial statements are presented in Indian Rupee (Rs.).

Notes:

(a) The Company has elected to measure all its property, plant and equipment at the previous GAAP carrying amount i.e. April 1, 2016 as its deemed cost on the date of transition to Ind AS i.e. April 1, 2016.

(b) Net carrying amount as on 1st April, 2016 has been considered as deemed cost, however for the presentation purpose Gross Carrying value and Accumulated depreciation has been presented

Note 13(i) : The Fixed Deposit of Rs. 314.90 lacs (31 March 2017 Rs. 337.10 lacs, 1 April 2016 Rs. 257.41 lacs) are pledged with the State Bank of India being margin money against Letter of Credit & Bank Guarantees issued.

Note 13(ii) : The Fixed Deposit of Rs. 105.00 lacs (31 March 2017 Rs. 105 lacs, 1 April 2016 Rs. 119.36 lacs) are pledged with the State Bank of India for securing working capital facilities.

Note 13(iii): Fixed Deposits of Rs. 0.54 lacs (31 March 2017 Rs. 0.40 lacs, 1 April 2016 Rs. 0.40 lacs) are pledged with the Sales Tax Authorities'. Note 13(iv) :The above fixed deposits of Rs. 28.97 lacs (31 March 2017 Rs. 22.80 lacs, 1 April 2016 Rs. NIL) are pledged with Siemens Financial Services Pvt. Ltd., against partial disbursement of Loan for Machinery.

Note 13(v): The balances can be utilised only towards settlement of the unpaid dividend.

* For movement, refer statement of change in equity.

# Capital Reserve

The Company recognise gain on account of merger/amalgamation to capital reserve.

## Securities Premium Reserve

The amount received in excess of the par value of Equity shares issued have been classified as securities premium. In accordance with the provision of Section 52 of Indian Companies Act, 2013, the securities premium account can only be utilisedfor the pueposes of issue bonus shares,repurchasing the Company's shares, redemption of preference shares and debentures, and offsetting direct issue costs and discount allowed for the issue of shares or debentures.

### Capital Investment Subsidy

The Company recognise subsidy received from Government to Capital Investment Subsidy.

#### General reserve

General reserve forms part of the reatined earning and is permitted to be distributed to shareholders as part of dividend and is created out of transfer from retained earnings.

##### Hedging Reserve

Created on transaction relating to cash flow hedge.

###### Retained earnings

Retained earnings includes the Company's cumulative earning and losses respectively.

Note 18(i) : Term loans from State Bank of India Rs. 1770.54 lacs are secured by first charge on fixed assets, except specific charge on Plant & Machinery purchased against Loan from Siemens Financial Servies Pvt. Ltd., of the company and second parri- passu charge on the current assets of the company and further secured by pledge of 115385 equity shares of the Company held by Promoters and personal gaurantee of two Directors namely Sh. Vijay Aggarwal and Sh. Rajiv Aggarwal.

Note 18(ii) : Corporate Loan from State Bank of India Rs. 50.00 lacs is secured by first exclusive charge on fixed assets of the company , except specific charge on Plant & Machinery purchased against loan from Siemens Financial Services Pvt. Ltd., first charge on company's entire stocks of raw material, stock in process, finished goods, consumable stores and spares, tool & dies, book debts and all other current assets present and future.

Note 18(iii) : Vehicle Loans from State Bank of India, HDFC Bank and Leasing & Finance Companies are secured against hypothecation of vehicles.

Note 18(iv) : Loans from Siemens Financial Services Ltd. are secured by first charge on specific Plant & Machinery purchased against these loans.

Note 18(v) : Loan from SIDBI for Rs. 1000.00 lacs is secured against first charge by way of mortgage of Factory Land and Building at village Kalali, Baroda and covered by personal guarantee of Sh. Rajiv Aggarwal, Director.

Note 18(vi) : Loan from SIDBI for Rs. 690.00 lacs is secured against first charge by way of hypothecation of assets acquired under the loan and first charge by way of mortgage of all immovable properties both present and future situated at Village Gametha, Baroda including factor shed, buildings and structures thereon and covered by personal guarantee of Sh. Rajiv Aggarwal, Director.

Note 18 (vii) : Maturity profile of Secured Term Loans is set out as below:

1-2 Years - Rs. 977.22 Lacs

2-3 Years - Rs. 652.77 Lacs

3-4 Years - Rs. 518.08 Lacs

Above 4 Years - Rs. 182.42 Lacs

Note 18(viii) : Interest rates on secured loans taken from Banks varies from 9.80% to 12.50% p.a.

Note 18 (ix) : Interest on secured Loans taken from Leasing & Finance Companies varies from 9.15% to 14.00% p.a.

Note 18 (x) : Loan from Directors repayable not within twelve months

Note 21(i) : Working Capital Borrowings - Cash Credit are secured by first charge on all the current assets, second charge on the fixed assets of the company and further secured by way of pledge of 115385 Equity Shares of the company held by promoters, by the personal gaurantee of two Directors namely Sh. Vijay Aggarwal and Sh. Rajiv Aggarwal, personal guarantee of Sh. Vinod Aggarwal & Smt. Anju Aggarwal and Corporate Guarantee of Metalchem India Pvt. Ltd.

Note 21 (ii) : Working Capital Borrowings- EPC and PCFC are secured by first charge on all the current assets, second charge on the fixed assets of the company at Village Kalali, Baroda and further secured by way of personal gaurantee of Sh. Rajiv Aggarwal, Director and Corporate Guarantee of Globe Precision Industries Pvt. Ltd.

Note 21 (iii) : Working Capital Borrowings are repayable on demand and carries interest @ 8.55 % to 11.50% p.a.

Note No.2.1: Goods and Service Tax (GST) have been effective from July 1, 2017. Consequently, excise duty, value added tax (VAT), Service tax etc. have been replaced with GST. Until June 30, 2017, 'Sale of products' included the amount of excise duty recovered on sales. With effect from July 1, 2017, 'Sale of products' excludes the amount of GST recovered. Accordingly, revenue from 'Sale of Products, and 'Revenue from operations' for the year ended March 31, 2018 are not comparable with those of previous year. Excise duty on sales amounting to Rs. 497.79 lacs (31st March, 2017 : Rs. 1,734.97 lacs)has been included in sales in Statement of Profit and Loss.

Note 3.1 : The exceptional item represents the amount of compensation paid to IFCI-Venture Capital Fund by the Transferor Company, on buyout of 20 lacs shares of Transferor Company by Canbank Venture Capital Fund held by IFCI Venture Capital Fund towards the difference in agreed rate of return as per the terms of the agreement between Transferor Company and IFCI Venture Capital Fund.

4 Capital Management

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

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio and is measured by net debt divided by total equity. Company's Debt is defined as long-term and short-term borrowings including current maturities of long term borrowings and total equity (as shown in balance sheet) includes issued capital and all other reserves.

5 CONTINGENT LIABILITIES

i. In respect of Bank Guarantee : Rs. 202.13 lacs (Previous year Rs. 117.64 lacs)

ii. Bills Discounted with Banks Rs. 692.85 lacs (Previous year Rs. 1459.67 lacs)

(These represents Bills discounted against confirmed Letters of Credit issued by the customers and no liability is likely to arise against the same)

iii. In respect of Capital commitments Net of Advances : Rs.479.63 lacs (Previous year Rs. 378.9 lacs)

iv. Guarantees given by the company on behalf of others Rs.140.00 lacs (Previous year Rs. 639.00 lacs)

v. Sales tax liability in respect of matters in appeal - Rs. 152.80 lacs (Previous Year Rs. 152.80 lacs)

vi. Excise Duty Liability in respect of matters in appeals - Rs. 24.33 lacs (Previous year Rs.51.11 lacs )

vii. Disputed Liability in respect of Entry Tax - Rs. 2.19 lacs ( Previous year Rs.4.14 lacs) - The impugned demand is towards denial of exemption for the Entry Tax, the company is however eligible for the same and is being perused with the concerned authorities.

viii. Disputed liability of power expenses demanded by H.P.S.E.B. Rs. 37.56 lacs (Previous year Rs.37.56 lacs

(The company has filed appeal before the Honble High court of Himachal Pradesh. The company has deposited Rs.37.56 lacs (Previous Year Rs. 17.27 lacs) against the impugned demand and the amount has been shown under the heac “Advances recoverable” in the balance sheet

ix. Income Tax Demand under appeal -Rs. 76.96 lacs (Previous year Rs.76.96lacs). The Company has already deposited tax under MAT and the liability, if arise shall be adjusted against it.

x. Claim against the company not acknowledged as debt- Rs 76.00 lacs (Previous year Rs. 76.00 lacs)

Export Obligations against EPCG Licences :The Company has obtained licenses/authorization under the Export Promotion Capital Goods (EPCG) scheme for importing capital goods at a concessional rate of custom duty against submission of bonds. Under the term of the respective license authorization, the Company is required to export goods of FOB value equivalent to eight times duty saved in respective licenses/authorization where export obligation has been fixed by the office of DGFT, Ministry of Commerce and Industry, as applicable. Balance obligation as on 31.03.2018 under the aforesaid licenses/authorizations is Rs.507.60 lacs (Previous Year Rs.463.07 lacs).

6 Employee Benefits

As per IND AS 19 "Employee Benefits", the disclosures of Employee benefits as defined in the said Accounting Standards are given below :

(i) Defined Contribution Plan

Contribution to Defined Contribution Plan includes Providend Fund and Superannuation Fund. The expenses recognised for the year are as under :

(ii) Defined Benefit Plan

(a) Gratuity:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15 days/one month salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service, retirement or death, whichever is earlier. The benefit vests after 5 years of continuous service.

(b) Leave encashment:

The Company has a policy on compensated absences which is applicable to its executives joined upto a specified period and all workers. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date.

The plans of the Company exposes to acturial risks such as Investment Risk, Interest rate risk, salary risk and longitivity risk. Theses risks may impact the obligation of the Company

7 Financial Risk Management

The Company’s activities expose it to credit risk, liquidity risk, market risk and price risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact thereof in the financial statements.

The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk, liquidity risk, price risk, investment of surplus liquidity and other business risks effecting business operation. The company’s risk management is carried out by the management as per guidelines and policies approved by the Board of Directors.

(A) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and loans given.

Credit Risk Management

For financial assets the Company has an investment policy which allows the Company to invest only with counterparties having credit rating equal to or above AAA and AA. The Company reviews the creditworthiness of these counterparties on an ongoing basis. Another source of credit risk at the reporting date is from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data, available information on public domain and experience. Expected credit losses of financial assets receivable are estimated based on historical data of the Company. The company has provisioning policy for expected credit losses. There is no credit risk in bank deposits which are demand deposits. The creditors risk is minimum in case of entity to whom loan has been given.

(B) Liquidity Risk

The Company’s principal sources of liquidity are “cash and cash equivalents” and cash flows that are generated from operations. The Company has outstanding term borrowings. The Company believes that its working capital is sufficient to meet its current as well as long term borrowing repayment requirements. The company has significant high receivables & liquid inventory compared to payable, hence significantly low liquidity risk.

(C) Market risk Foreign currency risk

The Company significantly operates in domestic market. Though part of the sales is from Exports, however foreign currency risk towards export is insignificant considering the timely realisation thereof.

The Company also imports certain materials the value of which is also not material as compared to value of total raw materials. Currently, Company does not hedge this exposure. Nevertheless, Company may wish to hedge such exposures.

Sensitivity Analysis-

The Company is mainly exposed to changes in USD and Euro. The sensitivity analysis demonstrate a reasonably possible change in USD and Euro exchange rates, with all other veriables held constant. 5% appreciation/depreciation of USD and Euro with respect to functional currency of the company will have impact of following (decrease)/increase in Profit & vice versa.

(d) Price risk

The company is exposed to price risk in basic ingrediants of Company's raw material and is procuring finished components and bought out materials from vendors directly. The Company monitors its price risk and factors the price increase in pricing of the products.

8 LEASES:

The Company's major leasing arrangements are in respect of factory building & machinery /office premises (including furniture & fittings therein wherever applicable taken on leave and license basis). The aggregate lease rentals of Rs. 114.41 lacs (March 2017: Rs. 80.54 lacs) are charged as Rent and shown under the Note No. 34 “Other Expenses”. These leasing arrangements, which are cancelable, range between 11 months to 3 years and are usually renewable by mutual consent at mutually agreed terms and conditions.

9 Balance of Trade Receivable includes Rs. 164.11 lacs (March 2017: Rs. 102.90 lacs and April 2016: Rs. 115.68 lacs) which are overdue for which a provision of Rs.4.79 lacs is made and for others no provision has been made in the accounts as the Management is hopeful of recovery.

10 Balances of Trade Receivables, Trade Payables and Financial Assets & Liabilities are subject to confirmation and consequential adjustment, if any.

11 FIRST TIME ADOPTION OF IND AS

The Company has adopted Ind AS with effect from 1st April 2017 with comparatives being restated. Accordingly the impact of transition has been provided in the Opening Reserves as at 1st April 2016. The figures for the previous period have been restated, regrouped and reclassified wherever required to comply with the requirement of Ind AS and Schedule III.

Explanation 1 - Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

(I) Ind AS Optional exemptions

Deemed Cost - Property, Plant and Equipment, Capital work-in-progress and Intangible Assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment, Capital work-in-progress and intangible assets at their previous GAAP carrying values.

(II) Ind AS mandatory exemptions

(i) Estimates

An entity's estimates in accordance with Ind AS' at the date of transition to Ind AS shall be consistant with the estimates made for the same date in accordance with the previous GAAP (after adjustments to reflect any difference in accounting policies) unless there is an objective evidence that those estimates were in error.

(ii) Classification and measurement of financial assets (other than equity instruments)

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exists at the date of transition to Ind AS.

(iii) De-recognition of financial assets and financial liabilities

Ind AS 101 requires a first time adopter to apply the de-recognition provisions for Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind aS 101 allows first time adopter to apply the derecognition requirements provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past Ind AS 101 retrospectively from the date of entity's choosing, transactions was obtained at the time of initially accounting for the transactions.

Note No.:

1 Property, Plant and Equipment and Investment Property

Under the previous GAAP, Lease hold property taken from Goverment under long term tenure was not amortised. Under Ind AS amortisation ghas been done and impact of the same given. This change has resulted in net decrease in equity as at March 31, 2017 by Rs. 83.33 lacs (March 31, 2016 : Rs. 79.42 lacs ). There is also a Regrouping of PPE into CWIP which has NIL impact on Equity

2 Investments

Under the previous GAAP, investments in equity instruments and Bonds were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments (other than equity instruments designated as at FVOCI) have been recognised in retained earnings as at the date of transition and subsequently in profit and loss for the year ended 31 March 2017. This increase the retained earnings by Rs.0. 04 lacs as at March 31, 2017 (March 31, 2016: Rs.0.01 lacs ).

Fair value changes with respect to investments in equity instruments designated as at FVOCI have been recognised in FVOCI Equity investments reserve as at the date of transition and subsequently in the other comprehensive income for the year ended 31 March 2017. This decreased other reserves by Rs. 1.08 lacs as at 31 March 2017 (1 April 2016 - Rs. 1.94 lacs).

3 Security Deposits

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the group has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposits have been recognised in Prepaid Exp. Net Impact in Equity is Nil.

4 Mat Credit Entitlement

Under the previous GAAP, Mat Credit Entitlement was the grouped as Long term loans & advances. Under Ind AS, MAT Credit is an element of deferred tax being a tax credit under IND AS 12 (Income Tax). Hence the amount of Mat Credit regrouped with deferred tax liabilities (net) of Rs. 778.84 lacs as at 31 March 2017 (1 April 2016 Rs. 735.35 lacs). There is no impact on the total equity and profit.

5 Borrowings

Long term borrowings from Bank and financial institution have been recognised as financial liabilities and have been measured at fair value through amortised cost using effective rate of interest. Interest expense is recgonised using effective rate of interest. This change the amount of borrowing by Rs. 13.51 lacs Lacs as at 31 March 2017 (1 April 2016 Rs. 15.97 lacs). Consequently, the total equity increased by an equivalent amount.

6 Deferred Tax

Under previous GAAP, deferred taxes were recognised based on Profit & loss approach i.e. tax impact on difference between the accounting income and taxable income. under Ind AS, deferred tax is recognised by following balance sheet approach i.e. tax impact on temporary difference between the carrying value of assets and liabilities in the books and their respective tax base.

7 Revenue from operations

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the statement of profit and loss as part of expenses. There is no impact on total equity and profit.

Under the previous GAAP, certain discounts was shown in expenses. Under Ind AS, the same has been netted from revenue. There is no impact on the total equity and profit.

8 Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. There is no impact on the total equity.

9 Proposed dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting.

The management assessed that Cash and Cash equivalents, loans, other balances with Banks, trade receivables, trade payables and other Financial liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments.

Borrowings and other non Current Financial Assets / Liabitiies are accounted at amortised cost (level - 3).

12 NOTE ON MERGER OF HIM TEKNOFORGE LIMITED WITH GUJARAT AUTOMOTIVE GEARS LIMITED

A joint- petition by Him Teknoforge Limited (Transferor Company) and Gujarat Automotive Gears Limited (Transferee Company) for approval of Scheme of Amalgamation was filed before the Hon'ble National Company Law Tribunal, Chandigarh Bench under the provisions of Section 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013 in April, 2017. The Scheme was duly approved by the Secured Creditors, Unsecured Creditor and Shareholders of both the companies in their respective meetings held during the course of proceedings. The Hon'ble NCLT approved the Scheme with appointed dated as 1st April, 2016 vide its Order dated 9th January, 2018. The Scheme inter-alia provided for i) allotment of 3 (three) equity shares of face value of Rs.2/- each of the Transferee Company to the shareholders of Transferor Company for every 13 (thirteen) equity shares of face value of Rs.10/- each , accordingly 7866016 equity shares of face value of Rs.2/- each were allotted on 30th March, 2018 ii) cancellation of 565285 equity shares held by the Transferee Company in the Transferor Company iii) Increase in the Authorised Capital of the Transferee Company from Rs. 1000.00 lacs to Rs. 3100.00 lacs iv) Change of name of the merged entity as Him Teknoforge Limited

Pursuant to the Order of NCLT, the Scheme is made effective from 1st April, 2016 and accordingly the Financial Statements are made w.e.f. 1st April, 2016 on a Going Concern basis for both the Companies under the 'Pooling of Interest Method" as per the then applicable Accounting Standard AS-14- on Accounting for Amalgamation. On merger of both the Companies a Reserve of Rs. 1467.53 lacs is created which forms part of the Other Equity .

Him Teknoforge Limited (Transferor Company) merged with the Company effective 1st April, 2016 pursuant to an order received from National Company Law Tribunal. Consequently, 66,81,301 Equity Shares of the company have been issued to the shareholders of the Transferor Company and 5,65,285 Equity Shares held by the Transferor Company have been cancelled. The order was received on 9th January, 2018 and filed with Ministry of Corporate Affairs (Registrar of Companies) on 6th February, 2018. The merger has been effcted under Pooling of Interest Method with effect from the appointed date 1st April, 2016.

13 SEGMENT REPORTING

The Management information system of the company identifies & monitors Auto Parts as the primary business Segment. In the opinion of the management, the company is primarily engaged in the business of automotive parts, as the basic nature of these activities are governed by the same set of risk and returns; these constitute and have been grouped as single segment as per Ind As 108 dealing with segment report.

14 COMPANY SECRETARY

During the year under reference the Company Secretary resigned from the Services of Company and the position is lying vacant since then. The Company is in search for some suitable candidate for the same and the vacancy so caused shall be filled in due course.

15 The previous year figures have been regrouped/reclassified, wherever necessary to conform to the current presentation as per the schedule III of Companies Act, 2013.