(b) Rights, preferences and restrictions attached to the equity shareholders

Equity Shares: The Company has only one class of equity shares having par value of f 1 per share. Each shareholder is entitled to one vote per share held. Dividend if any declared is payable in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The distribution will be in proportion to the number of Equity shares held by the shareholders.

As per records of the Company, including its register of shareholders/ members and other declaration received from shareholders regarding beneficial interest, the above shareholding represent both legal and beneficial ownership of shares.

(d) No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years immediately preceding the current year end.

(e) Shares bought back during the immediately preceding five years

During the previous year FY 2021-22, the Company completed the buyback of 4,40,000 equity shares of f 1 each (fully paid-up) at a price of f 280.06 per equity share aggregating to f 1,232.26 lakhs (excluding transaction costs and applicable taxes). Consequent to the extinguishment, an amount of f 4.40 lakhs representing the face value of these shares has been reduced from the share capital of the Company, with corresponding transfer of an equivalent amount to Capital Redemption Reserve as per the requirement of section 68 of Companies Act ,2013.

Securities premium: Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve: The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

Capital redemption reserve: The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve is utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

Retained earnings: Retained earnings includes remeasurement gain/loss on defined benefits (net of taxes) that will not be reclassed to restated standalone statement of Profit and loss and the accumulated profits earned by the Company till date, less transfer to general reserves, dividend (including dividend distribution tax) and other distributions made to the shareholders.

Employee stock option outstanding account: The Company offers ESOP under which options to subscribe for the Company’s share have been granted to certain employees and senior management. The share based premium reserve is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme.

Other comprehensive income (OCI): Other comprehensive income includes net gain / (loss) on equity instrument through other comprehensive income.

Dividend: The Board of Directors of the Company has paid a dividend of f 0.1 per share (Previous year: f 2 per share) amounting to f 249.50 lakhs (previous year of f 499.90 lakhs) for the year ended March 31, 2023 for each share with face value of f 1 each. The distribution has been in proportion to the number of equity shares held by the shareholders.

(A) Borrowings include:

1. Term loan (non-current)

(a) Term loans from State Bank of India (SBI”) and HDFC Bank Limited

(i) Term loan from State Bank of India (‘SBI’) taken by the Company is secured by first charge by way of equitable mortgage of immovable industrial property i.e. land and building (construction thereon) and plant and machinery situated at,

- Bichhwal Industrial Area, Bikaner and, RIICO Industrial Area,

- Karni (Extension), Bikaner in the name of the Company,

- Hypothecation of plant and machinery at Village Dorakahara Bhahkajan, Mouzamadartola, Kamrup, Assam. Interest is charged at the rate of 7.40% to 8.85% p.a. (previous year 7.40% to 8.60% p.a.).

(ii) Term Loan from HDFC Bank Limited is taken by the Company on which interest is charged at floating rate (Interest rate ranges of 5.50% to 8.04% p.a.) (previous year 5.50% to 5.65% p.a.) and is secured by way of:- Exclusive charge on plant and machinery situated at RIICO Industrial Area, Karni (Extension), Bikaner .

2. Cash credit

Cash credit loan from State Bank of India (“SBI”) taken by the Company has interest is charged at 7.40% to 8.85% p.a. (Previous year 7.40% p.a.). which are repayable on demand and is secured by way of:- Hypothecation over stocks, receivables.

3. Short term loan against Fixed deposit and Bank Overdraft

- Short term loan has been availed from SBI on which interest is charged at 4.1% p.a. (Previous year: 5.90% p.a.). It is secured by Fixed Deposit & the period of loan should not exceed the period of fixed deposit.

- Bank overdraft facility has been availed from HDFC Bank Limited on which interest is charged at NIL (Previous year: 4% p.a.). It is secured by Fixed Deposit & the period of loan should not exceed the period of fixed deposit.

4. Working Capital Demand Loan

Working Capital Demand loan is obtained from SBI at range between 6.15% to 7.15% p.a, which are repayable on demand, and the same has been closed during the year.

5. Guarantees by Directors

Above mentioned term loan and cash credit loans from State Bank of India (“SBI”) are further guaranteed of certain directors/ promoters of the Company.

Footnote i: The Company effected a ten-for-one stock split of the Equity share of the Company. The stock split was approved by the board of directors in meeting dated September 2, 2021 and by the shareholders in extraordinary general meeting on October 22, 2021. The face value and authorized shares of Equity shares were also adjusted as a result of the stock split. All earnings per share related amounts in the financial statements and notes thereto have been retroactively adjusted for previous year presented to give effect to this stock split.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares (adjusted) outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares (adjusted) outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

Note 35: Employee benefits obligations (a) Defined contribution plans i. Provident fund and other fund

The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes, the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined contribution schemes.

Provident fund and employees’ state insurance plan scheme is a defined contribution scheme established under a state plan. The contributions to the scheme are charged to the statement of profit and loss in the period when the contributions to the funds are due.

(b) Defined benefit plan: Gratuity

The Company has a defined benefit gratuity plan. The gratuity scheme of a Company is covered under a group gratuity cum life assurance cash accumulation policy offered by Life Insurance Corporation of India. The funding to the scheme is done through policy taken with Life Insurance Corporation of India. For the year ended March 31, 2023 every employee who has completed a minimum of five years service is entitled to gratuity based on fifteen days last drawn salary for every completed year of service to a maximum of f 20 lakhs. The disclosures as required pursuant to the Ind AS 19 is as under:-

Description of risk exposures

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed

to various risks as follow:

i) Salary increases: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan’s liability.

ii) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields. If the return on plan asset is below this rate, it will create a plan deficit.

iii) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan’s liability.

iv) Mortality and disability: Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

v) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan’s liability.

Sensitivity in respect of expected return on plan assets, mortality and disability rates and withdrawal rates are immaterial.

(a) Outstanding balances at the year end are unsecured and all balances except investment in Optional Convertible Debentures are interest free. During all the reporting period, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(b) No amount has been provided as doubtful debts or advances/ written off or written back in the period in respect of debts due from/ to above related parties.

(c) Key managerial personnel has given personnel guarantees to lender for borrowings. (Refer note 20)

(d) All transactions with these related parties are at arm’s length basis and are in ordinary course of business.(All the amounts of transactions and balances disclosed in this note are gross and undiscounted)

(e) The Company has provided financial support guarantee to its subsidiary (namely Petunt Food Processors Private Limited) to meet its current obligation as and when required to continue the operation of such subsidiary company as going concern.

(a) (i) The Company moved the judicature High Court of Jodhpur challenging the jurisdiction of Assistant Commissioner

Commercial Taxes, Anti Evasion, Bikaner and Jaipur who had issued the notice for the levy of RVAT/ CST at the rate of 12.50% on the sale of branded Namkeen as against 4% charged by the Company under sale of ‘Unbranded Namkeen’. The High Court granted stay on the notice relating to financial year 2006-07, 2007-08 and 2008-09.

During the financial year 2018-19, The Company received notice raising total tax and interest demand of f 68.03 lakhs and f 85.18 lakhs for financial year 2007-08 and 2008-09 respectively. Out of the total demand, the Company has deposited f 81.34 lakhs (including interest liability of f 30.0 lakhs) during the year ended March 31, 2021. Further, the amnesty scheme under the RVAT providing for waiver of interest and penalty has been notified wide notification no. F. 12(29) FD/Tax/2021-269 dated February 02, 2021 and Company has filled application under RVAT for waiver of remaining interest liability which has been approved by the government. Accordingly, the said cases are closed.

(a) (ii) The Company had sold goods (Namkeen) to M/s Matri Stores, Assam at concessional rate of tax against Form-C

amounting to f 296.38 lakhs during the year 2011-12. CTO had made a observation vide order dated September 11, 2012 and amended order dated October 25, 2012 that Form C was not issued by authorised officer, therefore the impugned sale was not eligible for concessional rate of tax and issued demand of f 91.33 lakhs including interest and penalty. The Company then preferred an appeal before the appellate authority, CTO, Bikaner. Appellate authority sustained the demand of tax and interest but deleted the penalty of f 47.57 lakhs. Being aggrieved and dissatisfied by the order Company again preferred an appeal before Rajasthan Tax Board, Ajmer. The Board rejected the tax and interest demand also on the basis that Form C issued was not bogus and false. Commercial tax officer, Jaipur has filed a Revision petition before High Court on September 05, 2018. During the year ended March 31, 2021, the Company has received the protest amount of f 22.00 lakhs deposited against this case. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

(b) There was an agreement for purchase of industrial plot E-578, E-579, F-580 to F-584 at Karni industrial area, Bikaner executed on the non-judicial stamp paper of f 100/- and duly notarised by a notary public. It was contended by the stamping authorities that the aforesaid document was required to be registered with sub-registrar, Bikaner. Subsequently stamping authorities issued a notice demanding of f 36.22 lakhs on January 09, 2017 on Company. The High Court of Jodhpur stayed the aforesaid order dated March 22, 2017 by holding the agreement pertaining to the purchase of industrial plots at Karni Industrial Area as a contingent agreement. The aforesaid plots were eventually vested with Hanuman Agrofood Private Limited. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

(c) Represents the best possible estimate by the Management, basis available information, about the outcome of various claims against the Company by different parties under Consumer Protection Act and Food Safety and Standard Act. As the possible outflow of resources is dependent upon outcome of various legal processes. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

Others:

(a) In 2021-22, The Company has given a corporate guarantee amounting to f 1,900 lakhs in favor of HDFC Bank Limited “lender” on behalf of Vindhyawasini Sales Private Limited towards term loan given by lender for purchasing the tangible assets. The Company is in process of revocation of said Corporate guarantee in the near future subject to fulfillment of terms & conditions of lender.

(b) The Company has been sanctioned a Production Linked Incentive (“the Scheme”) amounting to f 26,138.90 lakhs during the financial year 2021-22 by Ministry of Food Processing Industries (MOFPI) vide approval letter dated December 3, 2021. Under the scheme, the Company is to make investment of f 43,873.84 lakhs in eligible capital assets upto March 31, 2023 directly and through Contract Manufacturing units and Subsidiaries and balance of f 1,297.00 lakhs to be incurred in branding and marketing expenditure. Earlier time limit for completion of committed investment was FY 2022-23 but through letter number IFCI/CASD/MOFPI/PLISFPI/220331055 clarification made by MOFPI that the selected Applicant is advised to ensure that committed investment is mostly completed in FY 2021-22 and 2022-23 and only spill over investment, which will be part of contract/tender already firmed up before FY 2022-23 end, if any, may be undertaken in FY 2023-24.

During the current year, the Company has received a sum of f 1,984.00 lakhs from the MOFPI, Government of India pertaining to period FY 2021-22 and the same has been recorded under other current liabilities based on unfilled condition exist as on reporting date.

Note 38: Segment reporting

The Company primarily operates in the food product segment. The board of directors of the Company, which has been identified as being the Chief Operating Decision Maker (CODM), evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicators of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of Ind AS 108 “Operating Segments”.

Geographical locations: The geographical segments have been considered for disclosure as the secondary segment, under which the domestic segment includes sales to customers located in India and overseas segment includes sales to customer located outside India.

Extension options:

Lease contain extension options exercisable by the Company before the end of the non-cancellable contract period. Where practicable, the Company seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only on mutual agreement. The Company assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Company reassess whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

Discount rate:

The Company has applied the weighted average incremental approach to determine the incremental borrowing rate as applicable at the time of execution of the lease agreement.

The management of the Company assessed that carrying value of cash and cash equivalents, trade receivables, other bank balances, loans with short term maturity, other current financial assets, borrowings, trade payable, lease liabilities and other current financial liabilities approximates their fair value amounts largely due to short term maturities of these instruments. Further, in case of bank deposits with maturity of more than twelve months from reporting date, fair value and carrying values are not expected to vary significantly as there has been minimal interest rate changes since these deposits were created with banks. Majority of security deposits classified as non current financial assets are for perpetuity and shall be refundable on surrendering of electricity connection only, which is highly unlikely and hence fair value of the same cannot be determined in absence of definite period of such deposits. Comparison of the carrying value and fair value of the Company’s financial instruments are as follows:-

Note 41: Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1: Hierarchy includes financial instruments measured using quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

• Level 2: Hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.

• Level 3: Unobservable inputs for the asset or liability.

Quantitative disclosures of fair value measurement hierarchy as at March 31, 2023

The Company has CCPS, mutual funds, unquoted equity shares, CCD, OCD and convertible notes fair valued at period/ year ends.

Mutual funds are valued using the closing NAV as per market rates and accordingly designated as Level 1 valued instruments. CCPS, CCD and OCD have been valued using unobservable inputs and are designated as Level 3 valued instruments. Unquoted equity shares and convertible notes are not fair valued at period ends as the Management expect any fair value adjustments in value of these instruments to be immaterial to the standalone financial statements and accordingly disclosed their cost as fair value.

There have been no transfers between level 1, level 2 and level 3 for the year ended March 31, 2023 & March 31,2022.

The Company uses the Discounted Cash Flow valuation technique which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates prevailing in market. Further, in instruments containing options (to purchase or redeem for realisation), the fair values of derivatives are estimated by using pricing models, wherein the inputs to those models are based on unobservable market parameters. The valuation models used by the Company reflect the contractual terms of the derivatives (including the period to maturity), and market-based parameters such as interest rates, volatility etc.

These models do contain a high level of subjectivity as the valuation techniques used require significant judgement and inputs thereto are unobservable.

The Company’s principal financial liabilities comprise borrowings, lease liabilities, trade payables, trade deposits from customers and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and term deposits that derive directly from its operations. The Company also hold investments measured at cost, fair value through profit and loss (FVTPL) and fair value through other comprehensive income (FVTOCI).

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone financial statements.

(A) Market risk analysis

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, borrowings, term deposits, and investments.

(i) Foreign currency risk

The Company has limited international transactions and is exposed to foreign exchange risk arising from its operating activities (revenue and purchases denominated in foreign currency is low). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency. To mitigate the Company’s exposure to foreign currency risk, non-INR cash flows are monitored in accordance with the Company’s risk management policies.

(ii) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties with high credit ratings except in case of strategic investments in few entities. Investments in other than bank deposits are strategic long term investments which are done in accordance with approval from board of directors.

(C) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

(B) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables, loans and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

(i) Trade receivable

Customer credit risk is managed by the Company subject to the Company’s established receivable management policy. The policy details how credit will be managed, past due balances collected, allowances and reserves recorded and bad debt written off. Credit terms are the established timeframe in which customers pay for purchased product. Outstanding customer receivables are regularly monitored by the Management.

An impairment analysis is performed at each reporting period on consolidated basis for similar category of customer. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.

Note 43: Capital management policies and procedures

(a) Risk management

Our principal source of liquidity are cash and bank balances (net of borrowings from banks) and cash flow that we generate from operations.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business. In order to maintain the capital structure, the Company monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to all its shareholders. For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves and debt includes non-current borrowings, current borrowings and certain components of other financial liabilities less Cash on hand and with banks in current account or in deposit accounts.

Note 44: Impairment of Solar Plant

The Company has solar energy generation plants located at Kolayat and Gajner, Rajasthan. These plants were setup in 2013 and 2014, respectively. Various solar plant owner has jointly filed a Writ Petition against Department of Energy (Rajasthan), Rajasthan Electricity Regulatory Commission, Jodhpur Vidyut Vitran Nigam Limited and Rajasthan Urja Vikas Nigam Limited, for dispute related to power purchase agreement (“PPA”). In the absence of certainty of realisability of revenue from electricity distribution company, the Company has not recognised revenue from solar plants. Further, the dispute on PPA has led the Company to assess the recoverability/ carrying value of the solar plants in its books. Management, based on the assessment of projected cash generation, life of asset, progress of said court case and further contractual terms of PPA has recognised impairment of NIL (previous year f 22.50 lakhs) in the net carrying value of such asset during the year and management believes that the recoverable value of such asset exceed the net carrying value as on reporting date, therefore, no further impairment is required in the books of account.

Note 45: Impact of COVID-19

The World Health Organization announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and classified its outbreak as a pandemic on March 11,2020. On March 24, 2020, the Indian government announced a strict 21-day lockdown across the country to contain the spread of the virus. This pandemic and response thereon have impacted most of the industries. Consequent to the nationwide lock down on March 24, 2020, the Company’s operations were scaled down in compliance with applicable regulatory orders. Subsequently, during the period, the Company’s operations have been scaled up in a phased manner taking into account directives from various Government authorities. The impact on future operations would, to a large extent, depend on how the pandemic further develops and it’s resultant impact on the operations of the Company.

The Management has made an assessment of the impact of COVID-19 on the Company’s operations, financial performance and position as at March 31, 2023 and has concluded that there are no adjustments have been made to the Standalone Financial Statements. Given the uncertainties associated with nature, condition and duration of COVID-19, the Company continues to monitor the situation and take appropriate action, as considered necessary in due compliance with the applicable regulations.

The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the Standalone Financial Statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 47: Employee Stock Options Plan (ESOP)

The Shareholders of the company vide its special resolution dated October 22, 2021 in extraordinary general meeting (EGM) approved Bikaji ESOP-I 2021 and Bikaji ESOP-II 2021 (“The Plan”) for granting the plan in form of equity shares of maximum 50 lakhs stock options and linked to the completion of a minimum period of continued employment to the eligible employees of the Company, which is being monitored and supervised by the nomination and remuneration committee of the Board of Directors from time to time subject to the term and conditions specified in the plan and employee stock option agreement/grant letter. The employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The stock option granted vest over a period of 1 year/2 years, as the case may be, from the date of grant in proportions specified in the respective ESOP Plans and such stock options may be exercised by the employee after vesting period within 7 years from the date of Vest.

The Risk free interest rate being considered for the calculation is the interest rate applicable for the maturity equal to expected life of the stock option based on the zero coupon yield curve for the clearing corporation of India limited. The dividend yield for the year ended is derived by dividing the dividend for the year ended with the current market price.

(iii) During the year ended March 31, 2023, the Company recorded an employee stock compensation expense of f 850.93 lakhs (March 31,2022: f 267.78 lakhs) in the Statement of Profit and Loss and the balance in share options outstanding account as at March 31, 2023 is f 1,118.71 lakhs (March 31,2022: f 267.78 lakhs).

The Company invested in Hanuman Agrofood Private Limited (HAPL) in the form of Compulsory Convertible Debentures (‘CCD’) and Compulsory Convertible Preference Shares (‘CCPS’) (hereafter referred as the ‘Instruments’). As per the conversion terms of these instruments, the holder has a right to convert these Instruments at any time after the commencement of HAPL’s commercial production and subject to fulfilment of other mandatory conditions. As per terms of restoration letter no. 1163 dated July 19, 2022 issued by Rajasthan State Industrial Development & Investment Corporation Limited (herein after referred as ‘RIICO’).

- HAPL to complete the construction work of the main shed (by utilizing a minimum of 20% of plot area) along-with to start production activity upto September 30, 2022 with a minimum fixed capital investment of f 3,329.00 Lakhs.

- Shall make provision of water harvesting system (“RWHS”) for recharge of ground water and intimate in writing to RIICO after the construction of RWHS.

- HAPL’s production will not be classified as “under production” without physical verification report / clearance from RIICO on requisite compliance of RWHS.

a) On November 24, 2022, HAPL received clearance regarding the commencement of production activity from RIICO. Consequently, the Company obtained right to convert its investments in HAPL’s CCD and CCPS into equity shares of HAPL and has established its control over HAPL as per the requirement of Ind AS 110 “Consolidated Financial Statements”. Effective November 24, 2022, HAPL has been become a subsidiary company.

b) Further in January 2023, Company converted its investment in HAPL’s 2,813,050 Compulsory convertible preference shares (CCPS) of f 10 each into equal number of equity shares of f 10 each in HAPL which is in line with the terms and conditions of the CCPS. Further on January 25, 2023, the Company acquired the balance equity shares of HAPL from its existing shareholders. As a result of above mentioned conversions and acquisitions, the Company has received voting rights in HAPL and has become a wholly owned subsidiary company.

Company’s board of directors in their meeting held January 25, 2023 approved a scheme of amalgamation under sections 230-232 of the Companies Act, 2013 (“Scheme”), which provides for merger of HAPL, (a wholly owned subsidiary), with the Company. Necessary disclosures prescribed under Regulation 37(6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been made by the Company with the Stock Exchanges. The Scheme was filed before the Jaipur Bench of Hon’ble National Company Law Tribunal (“NCLT”) on March 22, 2023 and is currently subject to the sanction by NCLT and approvals of such other statutory authorities as may be required. Thereafter, on May 17, 2023, first hearing was done before NCLT pending the sanction and requisite approvals to the said Scheme, the impact of the Scheme has not been considered in the standalone financial statements for the year ended March 31, 2023. The next hearing date before NCLT is June 01, 2023.

Note 50: Additional notes as per revised schedule III of the Companies Act, 2013, such disclosure requirements were mandated wide notification no. G.S.R. 207(E) from Ministry of Corporate Affairs dated March 24, 2021 which are applicable for the period beginning on or after April 01, 2021:

a) The Company has not traded or invested in Crypto currency or Virtual Currency for the year ended March 31, 2023.

b) The Company does not have any undisclosed income which is not recorded in the books of account 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).

c) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 during the year ended March 31, 2023.

d) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

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

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

g) The Company avails the short term credit facility from bank on the basis of security of Inventory and book debts and filed its quarterly return/statement with the banks for the quarter ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 and the same are in agreement with books of accounts.

h) The Company has not been declared Wilful Defaulter (as defined by RBI circular) by any bank or financial institution or other lenders.

i) The Company has not revalued its Property, Plant & Equipment for the year ended March 31, 2023.

j) The company has used the borrowings from banks for the specified purpose for which it has taken at the balance sheet date.

Note 51

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

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

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

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

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

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

Note 52

During year, the Company completed its Initial public offer (IPO) of 29,373,984 equity shares of face value of f 1 each at an issue price of f 300 per equity share through offer for sale. Total offer expenses incurred amounts to f 5,833.10 lakhs and have been proportionately allocated amongst the selling shareholders in their equity shareholding dilution ratio. On November 16, 2022, Company’s equity shares got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).