Notes to Accounts of Amber Enterprises India Ltd.

Mar 31, 2025

Other intangible assets as at 31 March 2025 and as at 31 March 2024 comprises of software''s, Technical know-how, Customer Relationship and product development charges.

On transition to Ind AS (i.e. 1 April 2016), the Company has elected to continue with the carrying value of all Intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of Intangible assets.

Impairment testing of Goodwill

During the current year ended on 31 March 2025, the Company has entered into a business combination with AmberPR Technoplast India Private Limited , whereby it acquired an organised workforce, property, plant and equipment, intangible assets, certain other assets and liabilities generating goodwill of '' 1,236.35 Lakh through slump sale (refer note 61).

The Company performed its annual impairment test of goodwill for the year ended 31 March 2025. The recoverable amount of a CGU is its value-in-use (using discounted cash flow approach). In case of discounted cash flow method, the projected cash flows are discounted at an appropriate discount rate to arrive at the present value of the Company, the discount rate considered for such discounting is based on the weighted-average cost of capital.

The key assumptions used for the calculations are as follows:

• Long term growth rate - 5.00% (31 March 2024: 5.00%)

• Discount rate - 12.70% (31 March 2024: 14.60%)

As at 31 March 2025, the estimated recoverable amount of the CGU exceeded its carrying amounts. Accordingly, no impairment of goodwill has been recorded in statement of profit and loss. Management believes that any reasonable possible changes in the projected financial budgets and other assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit

(i) (a) The Company has acquired 23,814 equity shares of AmberPR Technoplast India Private Limited ("AmberPR") on

1 December 2021, which represents 73% of the total share capital for a consideration of '' 3,000.00 Lakh. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 27% stake in AmberPR and accordingly, recognised '' 647.30 Lakh as net derivative liability for acquisition of remaining shares, which was revalued as net derivative asset of '' 92.22 Lakh, based on valuation report of an independent valuer. During the year ended 31 March 2024, the Company has acquired the remaining 27% stake in AmberPR for total consideration of '' 944.24 Lakh, consequent to which AmberPR has became a wholly owned subsidiary of the Company. Accordingly, derivative asset of '' 92.22 Lakh have been de-recognised in the statement of profit and loss.

(i) (b) The Company has acquired part of the business of AmberPR Technoplast India Private Limited under business transfer

agreement dated 30 September 2024 through a slump sale on a going concern basis for a lump sum purchase consideration of '' 1,867.74 Lakh with an effective date for the transfer set for 1 October 2024. This business transfer agreement has been accounted in accordance with appendix C of Ind AS 103 - Business Combinations and refer note 61 for details.

(ii) The Company has acquired 15,000 equity shares of Pravartaka Tooling Services Private Limited ("Pravartaka") on 1 February 2022, which represents 60% of the total share capital, by investing '' 2,200.05 Lakh as subscription amount, which was paid at the date of acquisition. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 40% stake in Pravartaka and accordingly, recognised '' 124.19 Lakh as net derivative asset for acquisition of remaining shares. As on 31 March 2025, the management has revalued the aforesaid net derivative asset as net derivative liability of '' 1,088.42 Lakh (31 March 2024: '' 1,088.66 Lakh), based on valuation report of an independent valuer. For details of method and assumptions used for the valuation refer note 52.

(iii) The Company has subscribed 3,100, 9% Optional Fully Convertible Debentures (''OFCD'') of IL JIN Electronics (India) Private Limited (''IL JIN'') of '' 10 Lakh each for aggregating to amounting '' 31,000 Lakh for investment made by IL JIN. During the year ended 31 March 2025, the Company has exercised the option of conversion of such OFCD into equity share and pursuant to said conversion IL JIN issued 20,46,002 fully paid up equity shares at '' 1,515.15 per share (including premium of '' 1,505.15 per share) to the Company. Further, on 12 June 2024, the Company has acquired additional 1,81,282 equity shares of IL JIN amounting to '' 3,322.90 Lakh at '' 1,833 per share from its minority shareholders. Resulting to conversion of OFCD and additional acquisition, the Company''s shareholding increased from 70.00% to 90.22% in IL JIN.

In addition to above, increase in Investment in IL JIN is on account of stock option exercised by employees of IL JIN under Employee Stock Options Scheme of the Company and recognised deemed investment for accounting of stock option exercised by employees of investee company, treated as investment amounting to '' 27.44 lakhs (31 March 2024: '' Nil lakhs).

(iv) Increase in Investment in PICL (India) Privtae Limited (''PICL'') is on account of stock option exercised by employees of PICL under Employee Stock Options Scheme of the Company and recognised deemed investment for accounting of stock option exercised by employees of investee company, treated as investment amounting to '' 13.72 lakhs (31 March 2024: '' Nil lakhs).

(v) On 25 May 2024, the Company has acquired additional 11,06,937 equity shares of Ever Electronics Private Limited amounting to '' 6,863.01 Lakh at '' 620 per share from its minority shareholders. Resulting to same, the Company''s shareholding increased from 70.00% to 90.22% in Ever electronics Private Limited.

(vi) The Board of Directors of the Company, at their meeting held on 10 February 2024 approved formation of a joint venture alliance with LCGC Resolute Appliances LLP for undertaking investment in Amber Resojet Private Limited (formerly known as "Resojet Private Limited") an existing company, which will become a Joint Venture to carry on the business of manufacturing of fully automatic top loading and front-loading washing machines and its components. On 21 March 2024, the definitive agreements have been executed by the Company to acquire 50% stake in Amber Resojet Private Limited. On 4 May 2024, the Company has acquired 50% stake through primary investment in equity share capital of Amber Resojet Private Limited for consideration of '' 3,500 Lakh. Pursuant to the said acquisition, Resojet has become a Joint Venture Company of the Company.

(vii) Investments at fair value through OCI (fully paid) reflect investment in quoted debt securities. These securities are designated as FVTOCI as these debt securities meet SPPI test and are held in a business model whose objective is met both by collecting contractual cash flows and selling the asset. Refer note 52 for determination of their fair values.

(viii) Following the impairment testing principles of Ind AS 36 "Impairment of Assets" the Company has assessed the recoverable amount of the investment in its subsidiaries companies and joint venture companies. The recoverable amount is higher of fair value less cost to disposal and value in use. The investment made by the Company in the subsidiaries and joint venture are strategic investments. Basis independent valuation done by external valuer and internal assessment done by the management, considering the present value of projected future cash flow from business of the subsidiary companies and joint venture and considering value of surplus assets, the management is confident that the impairment in the value of investments, if any, is temporary in nature and thereby no impact for the reduction in the value needs to be considered in the financial statements. The value in use of the underlying investment is determined basis discounted cash flow model. The discounted cash flow calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by respective entities management covering a 5 to 7 years period. Cash flow projection beyond 5 to 7 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which the component operates. The following assumptions has been considered by the independent valuer in the valuation done for the year ending:

Based on the analysis, management believes that adequate headroom is available and change in any of above assumption would not cause any material possible change in carrying value of the subsidiary companies over and above its recoverable amount, other than those already accounted.

Sensitivity analysis of assumptions

The Company has performed sensitivity analysis on the key assumptions by /- 2% for each of the assumptions used and ensured that the valuation is appropriate and there is no further impairment.

(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of other equity Securities premium

Securities premium represents premium received on issue of shares. The securities premium can be utilised in accordance with the provisions of the Companies Act, 2013.

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.

Employee stock option outstanding account

The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company''s stock option plan.

Perpetual debt instruments through OCI

The Company recognises changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. These changes are accumulated within the Debt instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold. Any impairment loss on such instruments is reclassified immediately to the statement of profit and loss.

Retained earnings

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

a. Details of security of current borrowings other than current maturities of non-current borrowings for the year ended 31 March 2025

Cash credits (including fixed deposit overdraft and debt instruments overdraft), buyers credit and working capital demand loans are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/ Financial institutions) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

Terms of repayment and interest rate for the year ended 31 March 2025

Working capital demand loans from banks amounting to '' 21,112.02 Lakh, carrying interest rate at 7.00% to 8.44% p.a. are repayable over a maximum period of 86 days

Buyers credits from banks amounting to '' 36,138.84 Lakh carrying interest rate SOFR 0.32 to SOFR 0.45 are repayable over a maximum period of 180 days.

Cash credit amounting to '' 9.65 Lakh carrying interest rate at 7.50% p.a. are repayable on demand.

b. Details of security of current borrowings other than current maturities of non-current borrowings for the year ended 31 March 2024

Cash credits (including fixed deposit overdraft and debt instruments overdraft), buyers credit, bills discounted and working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated

with other Banks/Financial institutions) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar

(Haryana) in the name of the Company.

Terms of repayment and interest rate for the year ended 31 March 2024

Working capital demand loans from banks amounting to '' 19,696.74 Lakh, carrying interest rate at 7.50% to 8.48% p.a. are repayable over a maximum period of 56 days.

Buyers credits from banks amounting to '' 17,921.63 Lakh carrying interest rate SOFR 0.32 to SOFR 0.65 are repayable over a maximum period of 180 days.

Bills discounted amounting to '' 11,961.12 Lakh carrying interest rate at 7.60% to 7.61% p.a. are repayable during the period from 17 April 2024 to 15 May 2024.

c. The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

(i) During the year ended 31 March 2021, the Company had entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in Sidwal Refrigeration Industries Private Limited. Consequently, the Company has extinguished the deferred consideration liability of '' 263.09 Lakh and recognised the gain on settlement of deferred consideration in statement of profit and loss as per the terms of said agreement. The Company has re-assesed and recognised additional '' 34.38 Lakh during the current year. As at 31 March 2025, '' 84.82 Lakh (31 March 2024: '' 50.43 Lakh) is still outstanding as per the terms of said agreement.

(ii) Derivative instruments at fair value through profit or loss reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected sales and purchases.

_4M commitments		(Amount in '' Lakhs)
	As at 31 March 2025	As at 31 March 2024
Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) for acquisition of Property, plant and equipment	5,101.89	4,302.30
~| CONTINGENT LIABILITIES #		(Amount in '' Lakhs)
	As at 31 March 2025	As at 31 March 2024
Demands/Claims from Government authorities
a) Sales tax [refer note (i) below]	22.92	22.92
b) Goods and services tax [refer note (ii) below]*	2,877.12	122.51
c) Income-tax other than transfer pricing adjustments [refer note (iii) below]	410.21	68.90
d) Income-tax transfer pricing adjustments [refer note (iv) below]	-	342.44
e) Octroi tax	15.58	15.58
Other claims against the Company not acknowledged as debts
f) On account of claims by vendors	12.39	12.39
g) Bonus [refer note (v) below]	1.60	1.60
h) Corporate guarantees issued in favour of :
PICL (India) Private Limited	11,507.00	12,034.89
IL JIN Electronics (India) Private Limited	25,905.00	14,431.30
Ever Electronics Private Limited	2,917.00	1,567.70
Sidwal Refrigeration Industries Private Limited	22,410.96	9,387.40
Pravartaka Tooling Services Private Limited	5,748.00	2,995.60

(i) Includes amount paid under protest '' 18.39 Lakh (31 March 2024 : '' 18.39 Lakh).

(ii) Includes amount paid under protest '' 168.17 Lakh (31 March 2024 : '' 122.51 Lakh).

(iii) Includes amount paid under protest '' 36.47 Lakh (31 March 2024 : '' 36.37 Lakh).

(iv) The stated amount reflect the estimated disputed tax amount on an adjustment of '' Nil Lakh (March 31,2024''1,141.70 Lakh) for the assessment year 2017-18 in profit for transfer pricing on account of shortfall of margin/arm''s length price as per order received under section 92CA(3). The Company has filed objection against such order with Hon''ble Dispute Resolution Panel (DRP) in accordance with section 144C of Income Tax Act, 1961 for erroneous calculation of margin/arm''s length price . The case has been decided in the favour of Company with nil demand.

(v) The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014) revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any differential amount of bonus for the period 1 April 2014 to 31 March 2015 and accordingly has recognised the expense as per the amended provisions w.e.f. 1 April 2015 and onwards.

# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. Based on discussions with the solicitors/favourable decisions in similar cases/legal opinions taken by the Company, the management does not expect these claims to succeed and hence, no provision there against is considered necessary.

* Includes net amount of possible contingency evaluated by the management (including for SCN received for which demand has not yet been received as at the balance sheet date).

The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to pay

Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax credits MAT credit

The Company had unused MAT credit amounting to '' 4,193.70 Lakh as at 31 March 2025 (31 March 2024: '' 6,112.24 Lakh). MAT

paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Capital losses

During the year ended 31 March 2021, the Company has not recognised the deferred tax of '' 67.88 Lakh on unused long term capital losses under the head Capital Gains as the Company is not likely to generate taxable income under the same head in foreseeable future. These losses will expire in financial year ending 31 March 2029.

~| EARNINGS PER SHARE (EPS)

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

5o|LEASES Company as a lessee

The Company has leases for office premises, factory lands and related facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

The Company also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The Company applies the ''short-term lease'' and ''lease of low-value assets'' recognition exemptions for these leases.

B. The Company had total cash outflows for leases of '' 2,729.84 Lakh in the year ended 31 March 2025 (31 March 2024: '' 2,293.76 Lakh). The Company also had non-cash additions to right-of-use assets and lease liabilities of '' 3,635.95 Lakh in the year ended 31 March 2025 (31 March 2024: '' 678.17 Lakh).

C. The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company''s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised (see note 2).

A Disclosure of gratuity

(i) The Company has a defined benefit gratuity plan (funded). The Company''s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement/termination/resignation. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust has taken an insurance policy, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of account on the basis of actuarial valuation carried out by an independent actuary.

~| FAIR VALUE DISCLOSURES i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the financial statement are divided 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: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

A. Valuation process and technique used to determine fair value

(a) In order to arrive at the fair value of derivative liability, the Company obtained fair value of options using monte carlo simulation method with the assistance of valuation expert.

(b) The fair value of investments in quoted debt instruments is based on the current bid price of respective investment as at the balance sheet date.

(c) The fair value of investments in unquoted equity shares is based on the discounted future cash flows of respective investment.

(d) The fair value of foreign exchange forward contracts is based on valuation techniques, which employs the use of market observable inputs of pricing of forward contracts as at the balance sheet date.

(e) There have been no transfer between three levels defined above during the year ended 31 March 2025 and 31 March 2024.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, trade payables and current borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates, specific country risk factors and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

(ii) The fair values of the Company''s interest-bearing borrowings, loans and other financial liabilities are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2025 and as at 31 March 2024 was assessed to be insignificant.

(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company''s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

(iv) There have been no transfer between three levels defined above during the year ended 31 March 2025 and 31 March 2024.

A) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company''s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost,

- deposits with banks, and

- investment in perpetual debt instruments

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

A: Low B: Medium C: High

Assets under credit risk -

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Investment in perpetual debt instruments

For Investments in perpetual debt instruments, counterparty risk are in place to limit the amount of credit exposure to any one counterparty. This results in diversification of credit risk for Company''s investments in perpetual debt instruments.

The Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draws to apply consistently to entire population. For such financial assets, the Company''s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding

through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company''s liquidity management

policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

(ii) Assets

The Company''s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company''s investments in perpetual debt instruments are carried at fair value through other comprehensive income and are fixed rate investments. They are therefore not subject to interest rate risk as defined in Ind AS 107.

The Company has advanced loans (other than loans to employees which are interest free) at variable interest rates. The loans are therefore subject to interest rate risk as defined in Ind AS 107.

~| CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s 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. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a debt equity ratio, which is total borrowing divided by total equity.

The Company includes within total borrowing, interest bearing loans, borrowings and lease liabilities.

The Company''s primary business segment is reflected based on principal business activities carried on by the Company. Chairman and Managing Director have been identified as the Chief Operating Decision Makers (''CODM'') and evaluates the Company''s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily operating in India and hence, considered as single geographical segment (refer note 57 for revenue by geography). Majority of the revenue is derived from one geography and four external customers (who individually constitutes more than 10% of the Company''s total revenue) amounting to '' 3,19,583.35 Lakh (31 March 2024: '' 1,71,940.36 Lakh from three external customers who individually constitutes more than 10% of the Company''s total revenue).

~| REVENUE FROM CONTRACTS WITH CUSTOMERS

Indian Accounting Standard 115 Revenue from Contracts with Customers (”Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:

(i) Identifying the contract with a customer

(ii) Identifying the performance obligations

(iii) Determining the transaction price

(iv) Allocating the transaction price to the performance obligations

(v) Recognising revenue when/as performance obligation(s) are satisfied.

(a) Disaggregation of revenue

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) The Company don''t have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended 31 March 2025 and 31 March 2024.

(iii) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period other than those mentioned in note 22(i).

(iv) The Board of Directors of the Company, at their meeting held on 22 October 2024 and AmberPR Technoplast India Private Limited (AmberPR) ), at their meeting held on 21 October 2024 has approved the scheme of amalgamation among Amber Enterprises India Limited and AmberPR Technoplast India Private Limited. The Board of Directors of the Company and AmberPR has further approved the said scheme to revise the appointed date of the scheme to 01 April 2025 from the earlier approved date of 01 April 2024 in their meeting dated 17 May 2025 and 12 May 2025 respectively. The Company is in the process of filing the scheme with NCLT for required approvals. The effect of the scheme would be recognised on receipt of requisite approvals in accordance with Ind AS 103 “Business Combination"

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

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

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

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

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

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

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

6l| BUSINESS COMBINATIONS OF ENTITIES UNDER COMMON CONTROL

The Company has acquired part of the business of AmberPR Technoplast India Private Limited (''AmberPR'') under business transfer agreement dated 30 September 2024 through a slump sale on a going concern basis for a lump sum purchase consideration of '' 1,867.74 Lakh with an effective date for the transfer set for 01 October 2024.

The slump sale has been identified as business combinations of entities under Common Control and accordingly the Company has applied principles of Appendix C to Ind-AS 103 - ''Business Combinations. As per Appendix C, the Company have recorded all the assets and liabilities of acquired business of AmberPR at the carrying values as appearing in the consolidated financial statements of the Company from the beginning of the earliest period presented irrespective of actual date of the combination i.e. as at 01 April 2023 using “Pooling of Interest Method" The inter-Company balances between the Company and the AmberPR, appearing in the books of the Company have been eliminated.

The deficit arising after taking effect of the above have been transferred to retained earnings in the financial statements of the Company.

(i) Purchase consideration of '' 1,867.74 Lakh is as per Business transfer agreement dated 30 September 2024 and calculated basis carrying values of assets transferred by AmberPR on the date of slump sale.

(ii) Since the slump sale has been accounted Appendix C to Ind-AS 103 - ''Business Combinations, the Company has cancelled the investment of AmberPR to the extent incremental assets and liabilities recorded of AmberPR appearing in the consolidated financial statement of the Company, however there is no reduction in the number of shares held by the Company in AmberPR.

(iii) This represents difference between net identified assets acquired and the purchase consideration as per Business transfer agreement, The deficit arising after taking effect of the above slump sale have been transferred to retained earnings in the financial statements of the Company.

62| The Company has appointed independent consultants for conducting a transfer pricing study to determine whether the international transactions with associate enterprises and specified domestic transactions were undertaken at “arm''s length basis". Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises and specified domestic transactions are undertaken at negotiated contracted prices on usual commercial terms. Transfer pricing certificate under Section 92E for the year ending 31 March 2024 has been obtained and there are no adverse comments requiring adjustments in these accounts.

63| 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 at the database level insofar as it relates to D365 accounting software. Further no instance of audit trail feature being tampered with was noted in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.

6fr| In pursuant to the recent amendment in Companies (Accounts) Rules 2014, the Company is maintaining proper books of account and other relevant books and papers in electronic mode which is accessible in India at all times. However, the books of account maintained in electronic mode is currently not being backed-up on daily basis on a server physically located in India for a period not more than 28 days in the accounting software due to design issue of Microsoft D365 accounting software.

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Mar 31, 2024

m. Provisions and Contingent liabilities Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements as per the requirements of Ind AS 37.

Provisions and contingent liabilities are reviewed at each balance sheet date.

n. Retirement and other employee benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the prepayment will lead to, for example, a reduction in future payment or a cash refund.

The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund.

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the standalone statement of profit and loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company recognizes expected cost of short-term employee benefit as an expense, when an employee renders the related service.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as longterm employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date.

Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.

o. Share-based payments

Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/ or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will

ultimately vest. The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

p. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value

through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (e) Revenue from contracts with customers.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ''solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost

• Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition

• Financial assets at Fair Value through profit and loss (FVTPL)

Financial assets at amortised cost

A ''financial assets’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade receivables, security deposits and other receivables. For more information on receivables, refer note 10, 14 and 18.

Financial assets at FVTOCI

A ''financial assets’ is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b) The asset’s contractual cash flows represent Solely Payments of Principal and Interest.

Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the Profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Profit and loss.

The Company’s debt instruments at fair value through OCI includes investments in quoted perpetual debt instruments included under financial assets.

Financial assets designated at fair value through OCI

Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

Financial assets at FVTPL

Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s standalone balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through’ arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained

substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognised the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. For debt instruments at fair value through OCI, the Company applies the low credit risk simplification. At every reporting date, the Company evaluates whether the debt instrument is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Company reassesses the internal

credit rating of the debt instrument. In addition, the Company considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Company’s debt instruments at fair value through OCI comprise solely of quoted bonds that are graded in the top investment category (Very Good and Good) by the Good Credit Rating Agency and, therefore, are considered to be low credit risk investments. It is the Company’s policy to measure ECLs on such instruments on a 12-month basis. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL. The Company uses the ratings from the Good Credit Rating Agency both to determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs.

Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or as payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through profit or loss.

Financial liabilities at amortised cost (Loans and borrowings)

This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

This category generally applies to borrowings. For more information refer Note 22 and 28.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined

as per impairment requirements of Ind AS 109 and the amount recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS 115. Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss. Reclassification of financial assets The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

The following table shows various reclassification and how they are accounted for:

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

q. Derivative financial instruments

Initial recognition and subsequent measurement The Company uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges (if any), which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability.

r. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or

less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the Standalone statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company’s cash management.

s. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

t. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.3 Changes in accounting policies and disclosures New and amended standards

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March 2023 to amend the following Ind AS which are effective for annual periods beginning on or after 01 April 2023. The Company applied for the first-time these amendments.

a. Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

The amendments had no impact on the Company’s standalone financial statements.

b. Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ''significant’ accounting policies with a requirement to disclose their ''material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

The amendments have had an impact on the Company’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company’s financial statements.

c. Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases.

The Company previously recognised for deferred tax on leases on a net basis. As a result of these amendments, the Company has recognised a separate

deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify for offset as per the requirements of paragraph 74 of Ind AS 12, there is no impact in the balance sheet. There was also no impact on the opening retained earnings as at 1 April 2022.

Apart from these, consequential amendments and editorials have been made to other Ind AS like Ind AS 101, Ind AS 102, Ind AS 103, Ind AS 107, Ind AS 109, Ind AS 115 and Ind AS 34.

2.4 Standards notified but not yet effective

There are no standards that are notified and not yet effective as on the date.

3. Significant accounting judgements, estimates and assumptions

The preparation of the standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the standalone financial statements:

Determining the lease term of contracts with renewal and termination options - Company as lessee

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects

its ability to exercise or not to exercise the option to renew or to terminate.

Revenue from contracts with customers

The Company applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers: Determining method to estimate variable consideration and assessing the constraint Certain contracts for the sale of goods include a right of return that give rise to variable consideration. In estimating the variable consideration, the Company is required to use either the expected value method or the most likely amount method based on which method better predicts the amount of consideration to which it will be entitled.

The Company determined that the expected value method is the appropriate method to use in estimating the variable consideration for the sale of goods with rights of return, given the large number of customer contracts that have similar characteristics.

Before including any amount of variable consideration in the transaction price, the Company considers whether the amount of variable consideration is constrained. The Company determined that the estimates of variable consideration are not constrained based on its historical experience, business forecast and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short time frame.

Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Share-based payments

The Company measures the cost of equity-settled transactions with employees using a Black Scholes Options Pricing model to determine the fair value of the liability incurred. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is

dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For cash-settled share-based payment transactions, the liability needs to be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognised in the profit or loss. This requires a reassessment of the estimates used at the end of each reporting period. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 58. Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables for the country. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the country.

Further details about gratuity obligations are given in Note 50.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions

about these factors could affect the reported fair value of financial instruments. See Note 51 and 52 for further disclosures.

Revenue recognition - Estimating variable consideration for returns

The Company estimates variable considerations to be included in the transaction price for the sale of goods with rights of return. The Company developed a statistical model for forecasting sales returns. The model used the historical return data of each product to come up with expected return percentages. These percentages are applied to determine the expected value of the variable consideration. Any significant changes in experience as compared to historical return pattern will impact the expected return percentages estimated by the Company.

The Company updates its assessment of expected returns quarterly and the refund liabilities are adjusted accordingly. Estimates of expected returns are sensitive to changes in circumstances and the Company’s past experience regarding returns entitlements may not be representative of customers’ actual returns in the future.

Provision for expected credit losses of trade receivables

The Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).

The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the Company’s trade receivables is disclosed in Note 52

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

Intangible asset under development

The Company capitalizes intangible asset under development for a project in accordance with the accounting policy. Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project and the expected period of benefits.

Leases - Estimating the incremental borrowing rate The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

Nature and purpose of other equity Securities premium

Securities premium represents premium received on issue of shares. The securities premium can be utilised in accordance with the provisions of the Companies Act, 2013.

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 mandatory 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.

Employee stock option outstanding account

The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company’s stock option plan.

Perpetual debt instruments through OCI

The Company recognises changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. These changes are accumulated within the Debt instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold. Any impairment loss on such instruments is reclassified immediately to the statement of profit and loss.

Surplus in the statement of profit and loss

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

a. Details of security of current borrowings other than current maturities of non-current borrowings for the year ended 31 March 2024

Cash credits (including fixed deposit overdraft and debt instruments overdraft), buyers credit and working capital demand loans and bill discounted facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/Financial institutions) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

Terms of repayment and interest rate for the year ended 31 March 2024

Working capital demand loans from banks amounting to '' 19,696.74 lakh, carrying interest rate at 7.50% to 8.48% p.a. are repayable on demand.

Buyers credits from banks amounting to '' 17,921.63 lakh carrying interest rate SOFR 0.32 to SOFR 0.65 are repayable over a maximum period of 180 days.

Bill discounted amounting to '' 11,961.12 lakh carrying interest rate at 7.60% to 7.61% p.a. are repayable during the period from 17 April 2024 to 15 May 2024.

b. Details of security of current borrowings other than current maturities of non-current borrowings for the year ended 31 March 2023

Cash credits (including fixed deposit overdraft and debt instruments overdraft), buyers credit and working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/Financial institutions) of the Company, first pari passu charge by way of mortgage of land and building

located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

Terms of repayment and interest rate for the year ended 31 March 2023

Cash credits (including fixed deposit overdraft and debt instruments overdraft) from banks amounting to '' 102.52 lakh, carrying interest rate of @ 7.20% p.a. are repayable on demand.

Working capital demand loans from banks amounting to '' 33,550.27 lakh, carrying interest rate at 7.25% to 8.01% p.a. are repayable on demand.

Buyers credits from banks amounting to '' 27,571.26 lakh carrying interest rate SOFR 0.24 to SOFR 0.40 are repayable over a maximum period of 180 days.

c. The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

(i) During the year ended 31 March 2022, the Company has acquired 73% stake in AmberPR Technoplast India Private Limited ("AmberPR"). As per terms of Share Subscription and Purchase Agreement, the Company is required to pay an amount of '' 550.00 lakh as DD consideration upon completion of due diligence and a maximum amount of '' 243.09 lakh as top-up consideration based on audited operating EBITDA of AmberPR for the FY 2021-22. The maximum outgo for ""DD consideration and top-up consideration"" will not exceed '' 550.00 lakh in entirety. During the year ended 31 March 2024, the Company has extinguished the deferred consideration liability by payment amounting of '' 97.02 lakh (31 March 2023: '' 452.98 lakh). Accordingly, '' Nil is outstanding as at 31 March 2024 (31 March 2023: '' 97.02 lakh). For further details, refer note 8(i).

During the year ended 31 March 2021, the Company had entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in Sidwal Refrigeration Industries Private Limited. Consequently, the Company has extinguished the deferred consideration liability of '' 263.09 lakh and recognised the gain on settlement of deferred consideration in statement of profit and loss as per the terms of said agreement. As at 31 March 2024, '' 50.43 lakh (31 March 2023: '' 313.52 lakh) is still outstanding as per the terms of said agreement.

Unused tax credits MAT credit

The Company had unused MAT credit amounting to '' 6,112.24 lakh as at 31 March 2024 (31 March 2023: '' 5,254.98 lakh). MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Capital losses

During the year ended 31 March 2021, the Company has not recognised the deferred tax of '' 67.88 lakh on unused long term capital losses under the head Capital Gains as the Company is not likely to generate taxable income under the same head in foreseeable future. These losses will expire in financial year ending 31 March 2029.

47. EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the potential dilutive equity shares into equity shares. The following reflects the income and share data used in the basic and diluted EPS computations:

49. LEASES Company as a lessee

The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

The Company also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The Company applies the ''short-term lease’ and ''lease of low-value assets’ recognition exemptions for these leases.

50. EMPLOYEE BENEFIT OBLIGATIONS A Contribution to Defined Contribution Plans

The Company has defined contribution plans. Contributions are made to provident fund in India for employees as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contribution plan is as under:

A Disclosure of gratuity

(i) The Company has a defined benefit gratuity plan (funded). The Company’s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement/termination/resignation. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust has taken an insurance policy, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of account on the basis of actuarial valuation carried out by an independent actuary.

51. FAIR VALUE DISCLOSURES i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial statement are divided 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: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost,

- deposits with banks, and

- investment in perpetual debt instruments

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

(i) The Company uses foreign currency forward exchange contracts to hedge its risks associated with fluctuations in foreign currencies relating to foreign currency liabilities. The following are outstanding derivatives contracts:

b) Interest rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2024, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits, all pay fixed interest rates.

Interest rate risk exposure

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company’s investments in perpetual debt instruments are carried at fair value through other comprehensive income and are fixed rate investments. They are therefore not subject to interest

---

Mar 31, 2023

(i) The Company has invested '' 73.13 lakh on 13 September 2021 in Amber Enterprises USA INC ("Amber USA"), for purchase of 100,000 common stock having par value of US$ 1, which represents 100% of the total share capital.

(ii) The Company has acquired 23,814 equity shares of AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited) ("AmberPR") on 1 December 2021, which represents 73% of the total share capital, by investing '' 1,035.00 lakhs as initial sale shares consideration and '' 1,965.00 lakh as subscription amount, out of which '' 2,450.00 lakhs was paid at the date of acquisition and '' 550.00 lakh has been recognised as deferred consideration, refer note 30(ii) for details related to deferred consideration. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 27% stake in AmberPR and accordingly, recognised '' 647.30 lakh as net derivative liability for acquisition of remaining shares. As on 31 March 2023, the aforesaid net derivative liability is revalued as net derivaltive asset at '' 92.22 lakhs. Refer note 51 for determination of their fair values

(iii) The Company has acquired 15,000 equity shares of Pravartaka Tooling Services Private Limited ("Pravartaka") on 1 February 2022, which represents 60% of the total share capital, by investing '' 2,200.05 lakh as subscription amount, which was paid at the date of acquisition. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 40% stake in Pravartaka and accordingly, recognised '' 124.19 lakh as net derivative asset for acquisition of remaining shares. As on 31 March 2023, the aforesaid net derivative asset is revalued as net derivative liability at '' 368.44 lakh. Refer note 51 for determination of their fair values

(iv) Investments at fair value through OCI (fully paid) reflect investment in quoted and unquoted equity securities and quoted debt securities. These equity shares are designated as FVTOCI as they are not held for trading purpose and are not in similar line of business as the Company. Thus, disclosing their fair value fluctuation in profit or loss will not reflect the purpose of holding. The Company has not transferred any gain or loss within equity in the previous year. Refer note 51 for determination of their fair values. The debt securities meet SPPI test and are held in a business model whose objective is met both by collecting contractual cash flows and selling the asset.

(v) Following the impairment testing principles of Ind AS 36 "Impairment of Assets", the Company has assessed the recoverable amount of the investment in its subsidiaries companies. The recoverable amount is higher of fair value less cost to sale and value in use. The investment made by the Company in the subsidiaries are strategic investments and the Company has control over the subsidiary companies. Basis independent valuation done by external valuer and internal assessment done by the management, considering the present value of projected future cash flow from business of the subsidiary companies and considering value of surplus assets, the management is confident that the diminution in the

value of investments is temporary in nature and thereby no impact for the reduction in the value needs to be considered in the financial statements.

The value in use of the underlying investment is determined basis discounted cash flow model. The discounted cash flow calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by respective entities management covering a 5 to 8 years period. Cash flow projection beyond 5 to 8 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. The following assumptions has been considered by the independent valuer in the valuation done for the year ending :

Nature and purpose of other equity Securities premium

Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance with the provisions of the Companies Act, 2013.

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 mandatory 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.

Employee stock option outstanding account

The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company’s stock option plan. perpetual debt instruments through ocI

The Company recognises changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. These changes are accumulated within the Debt instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold. Any impairment loss on such instruments is reclassified immediately to the statement of profit and loss.

Surplus in the statement of profit and loss

Surplus in the statement of profit and loss are the profits that the Company has earned 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.

(i) The Company has written a put option and simultaneously bought a call option for acquisition of remaining 27% stake in AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited) and accordingly, recognised '' 647.30 lakh as net derivative liability for acquisition of remaining shares. As on 31 March 2023, the management has revalued the aforesaid net derivative liability as net derivative asset of '' 92.22 lakh, based on valuation report of an independent valuer. For details of method and assumptions used for the valuation refer Note 51.

(ii) Refer note 51 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 52 for the maturity profile of financial liabilities.

a. Details of security of short term borrowings other than current maturities of long-term borrowings for the year ended 31 March 2023

Cash credits (including fixed deposit overdraft and bonds overdraft), buyers credit and working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

b. Terms of repayment and interest rate for the year ended 31 March 2023

Cash credits (including fixed deposit overdraft and bonds overdraft) from banks amounting to '' 102.52 lakh, carrying interest rate of @ 7.20% p.a. are repayable on demand.

Working capital demand loans from banks amounting to '' 33,550.27 lakh, carrying interest rate at 7.25% to 8.01% p.a. are repayable on demand.

Buyers credits from banks amounting to '' 27,571.26 lakh carying interest rate SOFAR 0.24 to SOFAR 0.40 are repayable over a maximum period of 180 days.

c. Details of security of short term borrowings other than current maturities of long-term borrowings for the year ended 31 March 2022

Cash credits (including fixed deposit overdraft and bonds overdraft), buyers credit and working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

d. Terms of repayment and interest rate for the year ended 31 March 2022

Cash credits (including fixed deposit overdraft and bonds overdraft) from banks amounting to '' 232.79 lakh, carrying interest rate in the range of 6.85% p.a. to 7.50% p.a. are repayable on demand.

Working capital demand loans from banks amounting to '' 40,785.75 lakh, carrying interest rate at 4.20% to 7.50% p.a. are repayable on demand.

Buyers credits from banks amounting to '' 17,491.17 lakh carying interest rate SOFAR 0.15 to SOFAR 0.90 are repayable over a maximum period of 180 days.

e. The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

(i) The carrying values are considered to be reasonable approximation of their fair values.

(ii) During the year ended 31 March 2022, the Company has acquired 73% stake in AmberPR Technoplast India Private Limited (formerly known as Pasio India Private limited) ("AmberPR"). As per terms of Share Subscription and Purchase Agreement, the Company is required to pay an amount of '' 550.00 lakh as DD consideration upon completion of due diligence and a maximum amount of '' 243.09 lakh as top-up consideration based on audited operating EBITDA of AmberPR for the FY 2021-22. The maximum outgo for ""DD consideration and top-up consideration"" will not exceed '' 550.00 lakh in entirety. During the year ended 31 March 2023, the Company has extinguished the deferred consideration liability by payment amounting of '' 452.99 lakh. Accordingly, an amount of '' 97.02 is still outstanding as at 31 March 2023. For further details, refer note 8(ii).

During the year ended 31 March 2021, the Company had entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in Sidwal Refrigeration Industries Private Limited. Consequently, the Company has extinguished the deferred consideration liability by payment amounting of '' 4,873.74 lakh and recognised the gain amounting to '' 554.82 lakh which had resulted in net deferred consideration amounting '' 417.80 lakh, out of which '' 313.52 lakh (31 March 2022: '' 401.38 lakh) is still outstanding as on 31 March 2023.

(iii) The Company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of expected sales and purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

42.] COMMITMENTS
	As at 31 march 2023	As at 31 march 2022
Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances)	1,198.10	6,846.66
43.] CONTINGENT LIABILITIES #
	As at 31 march 2023	As at 31 march 2022
Demands/ Claims form government authorities	-	-
a) Sales tax (refer note (i) below)	22.92	74.28
b) Goods and services tax (refer note (ii) below)	37.79	35.94
c) Income-tax	69.78	37.81
d) Octroi tax	15.58	15.58
e) Excise duty (refer note (iii) below)	-	24.39
claims against the company not acknowledged as debts
f) On account of claims by vendors	12.39	12.39
g) Bonus (refer note (iv) below)	1.60	1.60
h) corporate guarantees issued in favor of :
PICL (India) Private Limited	12,781.52	7,509.98
IL JIN Electronics (India) Private Limited	8,433.63	3,146.17
Ever Electronics Private Limited	1,693.61	2,859.22
Sidwal Refrigeration Industries Private Limited	7,995.42	7,764.00
AmberPR Technoplast India Private Limited	5,886.45	3,706.84
Pravartaka Tooling Services Private Limited	3,515.80	-

(i) Includes amount paid under protest '' 18.39 lakh (31 March 2022 : '' 6.68 lakh).

(ii) Includes amount paid under protest '' 37.79 lakh (31 March 2022 : '' 35.94 lakh).

(iii) Includes amount paid under protest '' Nil (31 March 2022 : '' 2.79 lakh).

(iv) The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014)

revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense as per the amended provisions w.e.f. 1 April 2015 and onwards.

# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. Based on discussions with the solicitors/favourable decisions in similar cases/legal opinions taken by the Company, the management does not expect these claims to succeed and hence, no provision there against is considered necessary.

The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax credits MAT credit

The Company had unused MAT credit amounting to '' 5,254.98 lakh as at 31 March 2023 (31 March 2022: '' 3,658.03 lakh). MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Capital losses

During the year ended 31 March 2021, the Company has not recognised the deferred tax of '' 67.88 lakh on unused long term capital losses under the head Capital Gains as the Company is not likely to generate taxable income under the same head in foreseable future. These losses will expire in financial year ending 31 March 2029.

47^ EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equityholders by the weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equityholders by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the potential dilutive Equity shares into Equity shares.

49.] LEASES Company as a lessee

The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

The Company also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The Company applies the ''short-term lease’ and ''lease of low-value assets’ recognition exemptions for these leases.

B. The company had total cash outflows for leases of INR 3,088.36 lakh in 31 March 2023 (31 March 2022: INR 2,712.85 lakh). The Company also had non-cash additions to right-of-use assets and lease liabilities of INR 4,127.68 in 31 March 2023 (31 March 2022: INR 2,425.84 lakh).

C. The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised (see Note 2).

A. Disclosure of gratuity

(i) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement/ termination/resignation. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust has taken an insurance policy, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of account on the basis of actuarial valuation carried out by an independent actuary.

51.] FAIR VALUE DISCLOSURES i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided 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: Quoted prices (unadjusted) in active markets for financial instruments.

level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates. level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

A. Valuation process and technique used to determine fair value

(a) In order to arrive at the fair value of derivative asset and liability, the Company obtained fair value of options using appropriate method with the assistance of valuation expert.

(b) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at the balance sheet date.

(c) The fair value of investments in unquoted equity shares is based on the discounted future cash flows of respective investment.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, trade payables and short term borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Long-term fixed-rate receivables and loans are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.

(ii) The fair values of the Company’s borrowings, fixed interest-bearing receivables, other financial liabilities and lease liabilities are determined by applying discounted cash flows (''DCF’) method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2023 was assessed to be insignificant.

(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost,

- deposits with banks, and

- investment in perpetual debt instruments

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments

with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Investment in perpetual debt instruments

For Investments in perpetual debt instruments, counterparty risk are in place to limit the amount of credit exposure to any one counterparty. This results in diversification of credit risk for Company’s investments in perpetual debt instruments.

b) Expected credit losses

Trade receivables

(i) The Company recognises lifetime expected credit losses on trade receivables using a simplified approach and uses historical information to arrive at loss percentage relevant to each category of trade receivables.

Other financial assets measured at amortised cost

The Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draws to apply consistently to entire population For such financial assets, the Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

B. Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

(b) Interest rate risk (i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2023, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits, all pay fixed interest rates.

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company’s investments in perpetual bonds are carried at fair value through other comprehensive income and are fixed rate investments. They are therefore not subject to interest rate risk as defined in Ind AS 107.

The Company has advanced loans at variable interest rates. The loans are therefore subject to interest rate risk as defined in Ind AS 107.

53.] CAPITAL MANAGEMENT

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

56. ] SEGMENT INFORMATION

The Company’s primary business segment is reflected based on principal business activities carried on by the Company. Chairman and Managing Director have been identified as the Chief Operating Decision Makers (''CODM’) and evaluates the Company’s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography and two external customers (who individually constitutes more than 10% of the Company’s total revenue) amounting to '' 1,39,965.33 lakh (31 March 2022: '' 75,969.96 lakh from one external customers who individually constitutes more than 10% of the Company’s total revenue).

57. ] REVENUE FROM CONTRACTS WITH CUSTOMERS

Indian Accounting Standard 115 Revenue from Contracts with Customers ("Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:

59.] ADDITIONAL REGULATORY INFORMATION

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property. under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) The Company has balance with the below-mentioned companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended 31 March 2023

(iv) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

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

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

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

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

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

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

(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

60.] The Company has appointed independent consultants for conducting a transfer pricing study to determine whether the international transactions with associate enterprises and specified domestic transactions were undertaken at "arm’s length basis". Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises and specified domestic transactions are undertaken at negotiated contracted prices on usual commercial terms. Transfer pricing certificate under Section 92E for the year ending 31 March 2022 has been obtained and there are no adverse comments requiring adjustments in these accounts.

---

Mar 31, 2022

(i) The Company has invested INR 73.13 lakh on 13 September 2021 in Amber Enterprises USA INC ("Amber USA"), for purchase of 100,000 common stock having par value of USD 1, which represents 100% of the total share capital.

(ii) The Company has acquired 23,814 equity shares of AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited) ("AmberPR") on 01 December 2021, which represents 73% of the total share capital, by investing INR 1035.00 lakh as initial sale shares consideration and INR 1,965.00 lakh as subscription amount, out of which INR 2450 lakh was paid at the date of acquisition and INR 550.00 lakh has been recognized as deferred consideration, refer note 31(ii) for details related to deferred consideration. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 27% stake in AmberPR and accordingly, recognised INR 647.30 lakh as net derivative liability for acquisition of remaining shares, refer note 25(i)

(iii) The Company has acquired 15,000 equity shares of Pravartaka Tooling Services Private Limited ("Pravartaka") on 01 February 2022, which represents 60% of the total share capital, by investing INR 2,200.05 lakh as subscription amount, which was paid at the date of acquisition. The Company has also written a put option and simultaneously bought a call option for acquisition of remaining 40% stake in Pravartaka and accordingly, recognised INR 124.19 lakh as net derivative asset for acquisition of remaining shares, refer note 11(iii).

(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Ov) The Company has neither issued equity shares pursuant to contract without payment being received in cash or any bonus shares nor has there been any buy-back of shares in the current year and five years immediately preceding the balance sheet date.

(v) The Company through Qualified Institutional Placement (QIP) allotted 2,247,191 equity shares of face value of INR 10 each to the eligible Qualified Institutional Buyers (QIB) at a issue price of 1,780 per equity share (including a premium of 1,770 per equity share) aggregating to INR 40,000 lakh on 10 September 2020. The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the ""SEBl ICDR Regulations"''), and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder (the ''Issue""). Expenses incurred in relation to QIP amounting to INR 642.26 lakh had been adjusted from Securities Premium. Funds received pursuant to QIP had been utilised towards the object stated in the placement document.

Nature and purpose of other equity Securities premium

Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of "other equity" to another.

Employee stock option outstanding account

The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company’s stock option plan.

Perpetual bonds through OCI

This represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit or loss when such assets are disposed off and impairment losses on such instruments, if any.

a. Details of security of short term borrowings for the year ended 31 March 2022

Cash credits (including fixed deposit overdraft and bonds overdraft), buyers credit and working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

b. Terms of repayment and interest rate for the year ended 31 March 2022

Cash credits (including fixed deposit overdraft and bonds overdraft) from banks amounting to INR 232.79 lakh, carrying interest rate in the range of 6.85% p.a. to 7.50% p.a. is repayable on demand.

Working capital demand loans from banks amounting to INR 40,785.75 lakh, carrying interest rate at 4.20% to 7.50% p.a. is repayable on demand.

Buyers credits from banks amounting to INR 17,491.17 lakh carying interest rate SOFAR 0.15 to SOFAR 0.90 is repayable on respective due dates.

c. Details of security of short term borrowings for the year ended 31 March 2021

Cash credits, buyers credit and working capital demand loan facilities (except ICICI Bank on residuary charge) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of industrial properties including land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab in the name of the Company and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana).

d. Terms of repayment and interest rate for the year ended 31 March 2021

Cash credit from banks amounting to '' 525.20 lakh, carrying interest rate in the range of 8.00% p.a. to 10.00% p.a. is repayable on demand.

Working capital demand loans from banks amounting to '' 1 1,662.17 lakh, carrying interest rate at 4.85% to 5.25% p.a. is repayable on demand.

Buyers credits from banks amounting to '' 4,260.52 lakh carrying interest rate in the range of LIBOR 0.32 to LIBOR 0.80 is repayable on respective due dates.

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006), the following information has been determined by the management to the extent such parties have been identified on the basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant regarding gross investment in plant and equipment as on 31 March 2022, and the latest audited balance sheets of the suppliers:

(i) The carrying values are considered to be reasonable approximation of their fair values.

(ii) During the year ended 31 March 2022, the Company has acquired 73% stake in AmberPR Technoplast India Private Limited (formerly known as Pasio India Private limited) (""AmberPR""). As per terms of Share Subscription and Purchase Agreement, the Company is required to pay an amount of INR 550.00 lakh as DD consideration upon completion of due diligence and a maximum amount of INR 243.09 lakh as top-up consideration based on audited operating EBITDA of AmberPR for the FY 2021-22. The maximum outgo for ""DD consideration and top-up consideration"" will not exceed INR 550.00 lakh in entirety. For further details, refer note 9(ii).

During the year ended 31 March 2021, the Company had entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in Sidwal Refrigeration Industries Private Limited. Consequently, the Company has extinguished the deferred consideration liability by payment amounting to INR 4,873.74 lakh and recognised the gain amounting to INR 554.82 lakh which had resulted in net deferred consideration amounting INR 417.80 lakh, out of which INR 401.38 lakh is still outstanding as on 31 March 2022.

44.	] contingent liability not provided for exists in respect OF:a#
		(All amounts in '' in lakh unless otherwise stated)
Particulars			As at 31 March 2022	As at 31 March 2021
a)	Sales tax1		74.28	96.79
b)	Goods and services tax2		35.94	30.63
c)	Income-tax		37.81	37.81
d)	Octroi tax		15.58	15.58
e)	Excise duty3		24.39	24.39
f)	Claims against the Company not acknowledged as debts
On account of claims by vendors			12.39	12.39
On account of claims by employees			-	1.58
g)	Corporate guarantees issued in favor of :
PICL (India) Private Limited			7,509.98	5,121.26
IL JIN Electronics (India) Private Limited			3,146.17	1,756.58
Ever Electronics Private Limited			2,859.22	1,819.96
Sidwal Refrigeration Industries Private Limited			'' 7,764.00	......8,155.55
AmberPR Technoplast India Private Limited			3,706.84	-
h)	Bonus4		1.60	1.60

The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax creditsMAT credit

The Company had unused MAT credit amounting to '' 3,658.03 lakh as at 31 March 2022 (previous year : '' 3,652.30 lakh). MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Capital losses

During the previous year, the company has not recognised the deferred tax of INR 67.88 lakh on unused long term capital losses under the head Capital Gains as the company is not likely to generate taxable income under the same head in foreseable future. These losses will expire in financial year ending 31 March 2029.

(i) There is no significant change (25% or more) in FY 2021-22 in comparison to FY 2020-21.

(ii) The reasons for significant change in ratio is due to increase in debt taken by the Company for meeting its capital requirements for expansion of existing facilities and set-up of new manufacturing units.

(iii) The increase in ratio is primarily attributable to the increase in revenue from operations during FY 2021-22 in comparison to FY 2020-21, which was largely impacted owing to COVID-19 pandemic.

(iv) The decrease in ratio is due to increase in commodity prices and share based payment expenses incurred during current financial year.

(v) The change in ratio is attributable to the increase in debt taken by the Company for meeting its capital requirements for expansion of existing facilities, set-up of new manufacturing units, increase in commodity prices and share based payment expenses incurred during current financial year

(vi) The increase in ratio is attributable to the reason that there was negligible income from perpetual bonds in FY 2020-21 as the investment in bonds was done at the end of the FY 20-21.

The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

B The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in note 53.

C The Company does not have any liability to make variable lease payments for the right to use the underlying asset recognised in the financials.

D Total cash outflow for leases for the year ended 31 March 2022 was '' 1,822.04 lakh (previous year: '' 1,479.13 lakh).

E The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.

F Operating leases as lessor

The Company leases out investment properties under operating leases (refer note 6).

1) The gratuity plan of the Company is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitiled 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 member’s length of service and salary at the time of retirement/termination age.

2) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet date for the estimated terms of obligations.

3) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

4) Plan assets do not include any of the company’s own financial assets or any other assets used by the Company. The Company makes contribution to Life Insurance Corporation of India ("LIC of India"). The assets managed by the fund manager are highly liquid in nature and the Company does not expect any significant liquidity risks.

5) The Company makes annual contributions to the LIC of an amount advised by them.

6) The best estimated expense for the next year is INR 110.71 lakh.

7) The weighted average duration of defined benefit obligation is 14-23 years (previous year : 15-24 years).

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous year.

52. | fair value disclosures

i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided 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: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

A. Valuation process and technique used to determine fair value

(a) In order to arrive at the fair value of derivative asset and liability, the Company obtained fair value of options using appropriate method with the assistance of valuation expert.

(b) Derivative assets are valued using forward exchange rates at the balance sheet date.

(c) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at the balance sheet date.

(d) The fair value of investments in unquoted equity shares is based on the discounted future cash flows of respective investment.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.

(ii) The fair values of the Company’s borrowings, fixed interest-bearing receivables and lease liabilities are determined by applying discounted cash flows (''DCF’) method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2022 was assessed to be insignificant.

(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

a) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost,

- deposits with banks, and

- investment in perpetual bonds

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets. A: Low B: Medium C: High

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due. Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Investment in perpetual bonds

For Investments in perpetual bonds, counterparty risk are in place to limit the amount of credit exposure to any one counterparty. This results in diversification of credit risk for Company’s investments in perpetual bonds.

b) Expected credit losses

Trade receivables

(i) The Company recognises lifetime expected credit losses on trade receivables using a simplified approach and uses historical information to arrive at loss percentage relevant to each category of trade receivables.

(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:

Other financial assets measured at amortised cost

The Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draws to apply consistently to entire population For such financial assets, the Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each subcategory of such financial assets.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

C) Market risk

a) Foreign currency risk

(i) The Company uses foreign currency forward exchange contracts to hedge its risks associated with fluctuations in foreign currencies relating to foreign currency liabilities. The following are outstanding derivatives contracts:

b) interest rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2022, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits, all pay fixed interest rates.

Interest rate risk exposure

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company’s investments in perpetual bonds are carried at fair value through other comprehensive income and are fixed rate investments. They are therefore not subject to interest rate risk as defined in Ind AS 107.

The Company has advanced loans to related parties at variable interest rates. The loans are therefore subject to interest rate risk as defined in Ind AS 107.

Interest rate risk exposure

c) Price risk

Exposure

The Company’s exposure to price risk arises from investments held and classified in the balance sheet either at fair value through other comprehensive income or at fair value through profit and loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

Sensitivity

The tables below summarise the impact of increases/decreases of the index on the Company’s equity and other comprehensive income for the period :

D) Other risk- impact of COVID-19

In March 2020, World Health Organization (WHO) had declared the outbreak of Novel Coronavirus Infection Disease 2019 (COVID-19) as a pandemic. Complying with the directives of Government, the plants and offices of the Company had been under lock-down for few months, resulting thereto, the operations for the year have been impacted. Post lockdown, the Company has gradually resumed its manufacturing operations to normal. However, the recent second wave of Covid-19 has resulted in re-imposition of partial lockdowns/restrictions in various states, which might continue to impact the Company’s performance.

The Company has taken into account all the possible impacts of COVID-19 including the possible impacts of second wave in preparation of these standalone financial statements, including but not limited to its assessment of liquidity and going concern assumption, recoverable values of its financial and non-financial assets, investments, leases, impact on revenues and cost etc. The Company has carried out this assessment based on available internal and external sources of information upto the date of approval of these standalone financial statements and believes that the impact of COVID-19 is not material to these standalone financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on these standalone financial statements may differ from that estimated as at the date of approval of these standalone financial statements owing to the nature and duration of COVID-19.

54. | CAPITAL MANAGEMENT

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

55. |The Company was required to spend '' 222.27 lakh (previous year : '' 232.91 lakh) on Corporate social responsibility (CSR) activities during the year ended 31 March 2022 in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The details of amount actually spent by the Company during the year are:

*Represents amount paid through bank

^ADue to Covid-19 pandemic in the country, the Company was not able to undertake its CSR activities fully in the FY 202021, hence against the total approved budget of '' 232.91 lakh to be expended in the FY 2020-21, the Company had spent '' 158.11 lakh on approved CSR projects/activities as on 31 March 2021 and '' 74.80 lakh remained unspent. The Company had transferred the unspent amount on 28 April 2021 to separate CSR account within 30 days from the end of FY in accordance with the CSR Amendment Rules, 2021. Accordingly, the Company has provided for such unspent CSR amount.

57. | SEGMENT INFORMATION

The Company’s primary business segment is reflected based on principal business activities carried on by the Company. Chairman and Managing Director have been identified as the Chief Operating Decision Makers (''CODM’) and evaluates the Company’s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography and one external customers amounting to '' 75,969.96 lakh (previous year: '' 103,153.89 lakh from two external customers).

58. | REVENUE FROM CONTRACTS WITH CUSTOMERS

Indian Accounting Standard 115 Revenue from Contracts with Customers ("Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:

(i) Identifying the contract with a customer

(ii) Identifying the performance obligations

(iii) Determining the transaction price

(iv) Allocating the transaction price to the performance obligations

(v) Recognising revenue when/as performance obligation(s) are satisfied.

(v) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(vi) 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.

(vii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(viii) The Company has not advanced or loaned or invested funds to any other person or entity, 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.

(ix) The Company has not received any fund from any person or entity, 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.

(x) Money raised by way of term loans were applied for the purposes for which these were obtained.

(xi) The Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the current or previous year.

(xii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(xiii) The Company does not have any advances in the nature of loans during the year.

61. | events after the reporting period

The Company has evaluated all the subsequent events through 13 May 2022, which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in these standalone financial statements.

However, subsequent to the year end, the Board of Directors (the "Board") on the recommendation of the Nomination and Remuneration Committee (the "Committee") in its meeting held on 13 May 2022, has granted 250,000 options to certain identified eligible employees of the Company and its subsidiaries under "Amber Enterprises India Limited Employee Stock Option Plan 2017" as amended by the shareholders through postal ballot on 24 December 2020. Such options are issued at a discount of '' 500 per option on latest closing price of the equity share of the Company on recognized stock exchange where the equity shares of the Company have highest trading volume on the date of meeting.

62. The Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity has received presidential assent on 28 September 2020. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

63. | The figures for the corresponding previous year have been regrouped/reclassified, wherever considered necessary, to make them comparable.

1

Includes amount paid under protest INR 6.68 lakh (31 March 2021 : INR 5.60 lakh).

Also, the amount appearing above is after netting off INR 7.52 lakh (31 March 2021: INR 13.42 lakh) already provided for

in the books of accounts.

2

Includes amount paid under protest INR 35.94 lakh (31 March 2021 : INR 30.63 lakh).

3

Includes amount paid under protest INR 2.79 lakh (31 March 2021 : INR 2.79 lakh).

4

The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014) revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense as per the amended provisions w.e.f. 1 April 2015 and onwards.

^A The Hon''ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ''allowance'' paid to employees, will be included in the scope of ''basic wages'' and thus, will be subject to provident fund contributions. Petitions have been filed with Hon''ble Supreme Court of India seeking additional clarification with respect to the application of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of evaluating its impact. Management believes that this will not result in any material liability on the Company.

# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company''s management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the Company''s results of operations or financial condition.

---

Mar 31, 2021

(i) During the year ended 31 March 2018, the Company had incorporated a wholly owned subsidiary "Appserve Appliance Private Limited" with the object of carrying out the business of repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. room air conditioners, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities. Pursuant to the losses incurred and negative cashflows from operations being generated by the wholly owned subsidiary, the management of the Company had carried out an impairment test for the investment held in the wholly owned subsidiary. Basis the outcome of aforementioned impairment test, an impairment charge of '' 170.00 lakh had been recorded in the financial year 2018-19. No further impairment charge has been recognised by the Company.

(ii) The Company had made an investment of '' 571.49 lakh for acquisition of 1,040,149 equity shares of Ever Electronics Private Limited ("Ever") on 30 March 2018 which represents 19% of the total share capital of Ever. The Company further made an investment for acquisition of 2,791,978 equity shares comprising of 51% ownership stake for a consideration of '' 1,529.98 lakh on 17 October 2019. The balance as at 31 March 2020 represents 70% of total share capital of Ever.

Ever is engaged in the business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances and automobile products.

As on 01 October 2018, the Company had provided a corporate guarantee of '' 42.15 lakh to Ever Electronics Private Limited in lieu of rights equivalent to majority shareholders despite being minority shareholder and therefore has effected a control transfer. Accordingly Ever Electronics Private Limited has become subsidiary of the Company. (Refer note 26).

(iii) The Company has acquired 36,000 equity shares of Sidwal Refrigeration Industries Private Limited ("Sidwal") on 02 May 2019, which represents 80% of the total share capital, by investing '' 15,172.89 lakh as initial sale shares consideration out of which '' 14,652.18 lakh was paid at the date of acquisition and '' 520.71 lakh was recognised as initial deferred consideration payable. The Company has also agreed to acquire the remaining 20% of total share capital of Sidwal within twenty five months from the acquisition of initial shares and accordingly, recognised '' 6,026.55 as consideration payable for acquisition of remaining shares. Further, the Company has paid '' 536.88 lakh to Sidwal against portion of initial deferred consideration. During the year ended 31 March 2021, the Company has entered into Second amendment to share purchase agreement for settlement of defferred consideration, refer note 26 for details related to deferred consideration. Sidwal is engaged in the business of providing air-conditioning equipment for any type of application.

(i) Details of assets held for sale :

The Company executed an agreement to sell for transfer of its premises in Kalamb, Himachal Pradesh for a consideration of '' 200.00 lakh in the previous year. The said property is transfered during the year when permissions from Himachal Pradesh Government Department was received.

(ii) Non-recurring fair value measurements

Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time of re-classification. A total write down of '' 25.60 lakh was made during the previous year on account of such measurement for land and building. This is Level 3 measurement as per fair value hierarchy set out in fair value measurement disclosures (refer note 52).

(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iv) The Company has neither issued equity shares pursuant to contract without payment being received in cash or any bonus shares nor has there been any buy-back of shares in the current year and five years immediately preceding the balance sheet date.

(v) The Company through Qualified Institutional Placement (QIP) allotted 2,247,191 equity shares of face value of '' 10 each to the eligible Qualified Institutional Buyers (QIB) at a issue price of 1,780 per equity share (including a premium of 1,770 per equity share) aggregating to '' 40,000 lakh on 10 September 2020. The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the "SEBl ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder (the ''''Issue"). Expenses incurred in relation to QIP amounting to '' 642.26 lakh has been adjusted from Securities Premium. Funds received pursuant to QIP have been utilised towards the object stated in the placement document.

Securities premium

Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of "other equity" to another.

(i) As on 01 October 2018, the Company had provided a corporate guarantee to Ever Electronics Private Limited in lieu of rights equivalent to majority shareholders despite being minority shareholder and therefore has effected a control transfer. The above balance represents fair value of corporate guarantee as at 31 March 2020. The loan against which the said corporate guarantee was given has been repaid by Ever Electronics Private Limited during the year. Consequently, corporate guarantee liability has been written back during the current year in the statement of profit and loss.

(ii) Deferred consideration includes initial deferred consideration for the acquisition of 80% stake of Sidwal and remaining sale shares consideration for acquisition of 20% stake of Sidwal payable at the time of second closing. Remaining sale shares consideration meets the definition of contingent consideration within the scope of Ind AS 109 and has been measured at fair value on acquisition date and subsequently at fair value through statement of profit and loss. The Company has entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in the Sidwal. Consequently, the Company has extinguished the deferred consideration liability by payment amounting to '' 4,873.74 lakh and recognised the gain amounting to '' 554.82 lakh.

Further, the Company has recognised the current deferred consideration liability amounting to '' 417.80 lakh for payment of unrecovered receivables, pre-acquisition tax refunds etc. The same has been measured at amortised cost.

Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 53 for the maturity profile of financial liabilities.

a. Details of security of short term borrowings for the year ended 31 March 2021

Cash Credits, Buyers Credit and Working Capital demand Loan facilities (except ICICI Bank on residuary charge) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of immovable properties located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

b. Terms of repayment and interest rate for the year ended 31 March 2021

Cash Credit from Banks amounting to '' 525.20 lakh, carrying interest rate in the range of 8.00% p.a. to 10.00% p.a. is repayable on demand.

Working capital demand loans from Banks amounting to '' 1 1,662.17 lakh, carrying interest rate at 4.85% to 5.25% p.a. is repayable on respective due dates.

Buyers credits from Banks amounting to '' 4,260.52 lakh carrying interest rate in the range of LIBOR 0.32 to LIBOR 0.80 is repayable on respective due dates.

c. Details of security of short term borrowings for the year ended 31 March 2020

Cash credits and working capital demand loan facilities (except Federal Bank, fully unsecured) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other banks/financial institutions) of the Company, first pari passu charge by way of mortgage of industrial properties including land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

d. Terms of repayment and interest rate for the year ended 31 March 2020

Cash Credit from Banks amounting to '' 329.96 lakh, carrying interest rate of 9.00% p.a. is repayable on demand.

Working capital demand loans from Banks amounting to '' 15,700.69 lakh, carrying interest rate varying from 7.80% p.a. to 10.00% p.a. is repayable on respective due dates.

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006), the following information has been determined by the management to the extent such parties have been identified on the basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant regarding gross investment in plant and equipment as on 31 March 2021, and the latest audited balance sheets of the suppliers:

# Includes amount paid under protest '' 5.60 lakh (previous year : '' 2 lakh).

Also, the amount appearing above is after netting off '' 13.42 lakh (previous year: '' 14.57 lakh) already provided for in the books of accounts.

** Includes amount paid under protest '' 30.63 lakh (previous year : '' 0.81 lakh).

*** Includes amount paid under protest '' 2.79 lakh (previous year: '' 2.79 lakh).

**** The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014) revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation of bonus. However, taking cognisance of the stay granted by various High Courts, the Company has not recognised any differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense as per the amended provisions w.e.f. 1 April 2015 and onwards.

# The Hon''ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ''allowance'' paid to employees, will be included in the scope of ''basic wages'' and thus, will be subject to provident fund contributions. Petitions have been filed with Hon''ble Supreme Court of India seeking additional clarification with respect to the application of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of evaluating its impact. Management believes that this will not result in any material liability on the Company.

# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company''s management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the Company''s results of operations or financial condition.

The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax creditsMAT credit

The Company had unused MAT credit amounting to '' 3,652.30 lakh as at 31 March 2021 (previous year : '' 4,174.60 lakh). MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Capital losses

The Company has not recognised deferred tax of '' 67.88 lakh on unused long term capital losses under the head Capital Gains as the Company is not likely to generate taxable income under the same head in foreseeable future. These losses will expire in financial year ending 31 March 2029.

The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

B The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in note 53.

C The Company does not have any liability to make variable lease payments for the right to use the underlying asset recognised in the financials.

D Total cash outflow for leases for the year ended 31 March 2021 was '' 1,479.13 lakh (previous year: '' 1,438.06 lakh).

E Operating leases as lessor

The Company leases out investment properties under operating leases (refer note 6).

Impact of COVID-19

The Company does not foresee any large-scale contraction in demand which could result in significant down-sizing of its employee base rendering the physical infrastructure redundant. The leases that the Company has entered with lessors towards plant and machineries and properties used as factories are long term in nature and no changes in terms of those leases are expected due to the COVID-19.

1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet date for the estimated terms of obligations.

2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3) Plan assets do not include any of the Company’s own financial assets or other assets used by the Company. The Company makes contributions to Life Insurance Corporation of India ("LIC of India”). The assets managed by the fund manager are highly liquid in nature and the Company does not expect any significant liquidity risks.

4) The Company makes annual contributions to the LIC of an amount advised by them.

5) The best estimated expense for the next year is '' 86.56 lakh.

6) The weighted average duration of defined benefit obligation is 15-24 years (previous year : 15-22 years).

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous year.

i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided 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: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

A. Valuation process and technique used to determine fair value

(a) Derivative financial instruments are valued using forward exchange rates at the balance sheet date.

(b) In order to arrive at the fair value of deferred consideration as at 31 March 2020, the Company obtained independent valuations. The technique used by the valuer was Option Pricing Method.

(c) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at the balance sheet date.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.

(ii) The fair values of the Company’s borrowings, fixed interest-bearing receivables and lease liabilities are determined by applying discounted cash flows (''DCF’) method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2021 was assessed to be insignificant.

(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that

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A) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost, and

- deposits with banks

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due. Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Expected credit losses

Trade receivables

(i) The Company recognises lifetime expected credit losses on trade receivables using a simplified approach and uses historical information to arrive at loss percentage relevant to each category of trade receivables.

Impact of COVID-19

In addition to the historical pattern of credit loss, the Company has considered the likelihood of increased credit risk and consequential default considering emerging situations due to COVID-19. This assessment is not based on any mathematical model but an assessment considering the nature of verticals, impact immediately seen in the demand outlook of these verticals and the financial strength of the customers in respect of whom amounts are receivable. The Company closely monitors its customers who are going through financial stress and assesses actions such as change in payment terms, recognition of revenue on collection basis etc., depending on severity of each case.

Other financial assets measured at amortised cost

The Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draws to apply consistently to entire population For such financial assets, the Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each subcategory of such financial assets.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk

Exposure

The Company’s exposure to price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

Sensitivity

The table below summarises the impact of increases/decreases of the index on the Company’s equity and other comprehensive income for the period :

D) Other risk- Impact of COVID-19

In March 2020, World Health Organisation (WHO) had declared the outbreak of Novel Coronavirus Infection Disease 2019 (COVID-19) as a pandemic. Complying with the directives of Government, the plants and offices of the Company had been under lock-down for few months, resulting thereto, the operations for the year have been impacted. Post lockdown, the Company has gradually resumed its manufacturing operations to normal. However, the recent second wave of Covid-19 has resulted in re-imposition of partial lockdowns/restrictions in various states, which might continue to impact the Company’s performance.

The Company has taken into account all the possible impacts of COVID-19 including the possible impacts of second wave in preparation of these standalone financial statements, including but not limited to its assessment of liquidity and going concern assumption, recoverable values of its financial and non-financial assets, investments, leases, impact on revenues and cost etc. The Company has carried out this assessment based on available internal and external sources of information upto the date of approval of these standalone financial statements and believes that the impact of COVID-19 is not material to these standalone financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on these standalone financial statements may differ from that estimated as at the date of approval of these standalone financial statements owing to the nature and duration of COVID-19.

54. | CAPITAL MANAGEMENT

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

57. | SEGMENT INFORMATION

The Company’s primary business segment is reflected based on principal business activities carried on by the Company. Chairman and Managing Director have been identified as the Chief Operating Decision Makers (''CODM’) and evaluates the Company’s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography and two external customers amounting to '' 103,153.89 lakh (previous year: '' 180,492.43 lakh from five external customers).

58. | REVENUE FROM CONTRACTS WITH CUSTOMERS

Indian Accounting Standard 115 Revenue from Contracts with Customers ("Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:

(i) Identifying the contract with a customer

(ii) Identifying the performance obligations

(iii) Determining the transaction price

(iv) Allocating the transaction price to the performance obligations

(v) Recognising revenue when/as performance obligation(s) are satisfied.

59. | RESEARCH AND DEVELOPMENT (R&D) EXPENDITURE

Pursuant to receipt of approval from the Department of Scientific and Industrial Research (DSIR) on 16 August 2019, the Company is eligible to avail weighted deduction under section 35(2AB) of the Income-tax Act, 1961. As per the DSIR guidelines, the Company is required to disclose the expenditure incurred on in-house R&D activities in the financial statements. The amount of expenditure as shown in the respective heads of account is as under:

60. | EVENTS AFTER THE REPORTING PERIOD

The Company has evaluated all the subsequent events through 22 May 2021, which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in these standalone financial statements.

However, subsequent to the year end, the Board of Directors on the recommendation of the Nomination and Remuneration Committee in its meeting held on 19 April 2021, has granted 2,20,000 options to certain identified eligible employees of the Company and its subsidiaries at '' 2,400 per option, under "Amber Enterprises India Limited Employee Stock Option Plan 2017". Vesting will be made in four years in equal ratio i.e. 25% every year, after the statutory period of one year from the date of grant of the options. Exercise period in respect of the options shall commence after the vesting of such options, as authorised by the Nomination and Remuneration Committee and the Board of directors, subject to a maximum period of five years. This was pursuant to the approval from the shareholders through postal ballot concluded on 24 December 2020. These options will vest in line with the current employment agreements.

61. The Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity has received presidential assent on 28 September 2020. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

62. The figures for the corresponding previous year have been regrouped/reclassified, wherever considered necessary, to make them comparable.

---

Mar 31, 2018

1. CORPORATE INFORMATION AND STATEMENT OF COMPLIANCE WITH INDIAN ACCOUNTING STANDARDS (IND AS)

Amber Enterprises India Limited (the “Company”) incorporated in 1990, under the Companies Act 1956, is engaged in the business of manufacturing a versatile range of products i.e. air conditioners, microwave ovens, washing machines, refrigerators, heat exchangers, sheet metal components etc. Currently, the Company has nine manufacturing facilities in India out of which three manufacturing facilities are operating in tax exemption zone.

The financial statements of the Company have been prepared to comply in all material respects with accounting principles generally accepted in India, including Indian Accounting Standard (‘Ind AS’) notified under the Companies (Indian Accounting Standards) Rules, 2015 under Section 133 of the Companies Act, 2013 (the “Act”) and other relevant provisions of the Act. The financial statements up to year ended 31 March 2017 were prepared in accordance with the accounting standards prescribed under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended) (“Previous GAAP”) and other relevant provisions of the Act.

These financial statements for the year ended 31 March 2018 are the first financial statements which the Company has prepared under Ind AS. For purpose of comparatives, financial statements for year ended 31 March 2017 and opening Balance Sheet as at 1 April 2016 are also prepared under Ind AS. Refer note 53 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

2. RECENT ACCOUNTING PRONOUNCEMENT

In March 2018, the Ministry of Corporate Affairs (MCA) issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS 115, Revnue from contract with customers, Appendix B to Ind-AS 21, Foreign currecny transactions and advance consideration and amendments to certain other standards. These amendments are applicable to the Company from 1st April, 2018. The Company will be adopting the amendments from their effective date.

Ind AS 115: Revenue from Contracts with Customers Ind AS 115 supersedes Ind AS 11, Construction contracts and Ind AS 18, Revenue. Ind AS 115 requires an entity to report information regarding nature, amount, timing and uncertainty of revenue and cash flows arising from contract with customers. The principle of Ind AS 115 is that an entity should recognize revenue that demonstrates the transfer of promised goods and services to customers at an amount that reflect the consideration to which the entity expects to be entitled in exchange for those goods and services. The standards can be applied either retrospectively to each prior reporting period presented or can be applied retrospectively with recognition of cumulative effect of contracts that are not completed contracts at the date of initial application of the standard.

Based on the preliminary assessment performed by the Company, the impact of application of standard is not expected to be material.

Appendix B to Ind AS 21, Foreign currency transaction and advance consideration

The appendix clarifies that the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the asset, expense or income (or part of it) is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the payment of receipt of advance consideration towards such asset, expenses or income. If there are multiple payments or receipt in advance, then an entity must determine transaction date for each payments or receipts of advance consideration.

Based on the preliminary assessment performed by the Company, the impact of application of appendix is not expected to be material.

Significant accounting judgements, estimates and assumptions

When preparing the financial statements management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results.

I nformation about significant judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below: Significant judgements:

(i) Evaluation of indicators for impairment of non-financial assets

The evaluation of applicability of indicators of impairment of non-financial assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

(ii) Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised. The recognition of deferred tax assets and reversal thereof is also dependent upon management decision relating to timing of availment of tax holiday benefits available under the Income Tax Act, 1961 which in turn is based on estimates of future taxable profits.

(iii) Contingent liabilities

The Company is the subject of certain legal proceedings which are pending in various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and claims against the Company often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business, management consults with legal counsel and certain other experts on matters related to litigation and taxes. The Company accrues a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated.

Sources of estimation uncertainty:

(i) Provisions

At each balance sheet date, basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding warranties and guarantees. However, the actual future outcome may be different from management’s estimates.

(ii) Fair valuation of financial instruments Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument.

(iii) Recoverability of advances/receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding receivables and advances.

(ii) The aforementioned investment property is leased to a tenant under long term operating lease agreement with rentals payable monthly. However, lease can be terminated by either of the parties during the term, hence there is no lease disclosure given, as required by Ind AS 17 “Leases”.

The Company obtains independent valuations for its investment property. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the Company consider information from a variety of sources including:

a) current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences.

b) discounted cash flow projections based on reliable estimates of future cash flows.

c) capitalised income projections based upon a property’s estimated net market income, and a capitalisation rate derived from an analysis of market evidence.

The fair value of investment property has been determined by external valuer. The main inputs used are rental growth rates, expected vacancy rates, terminal yield and discount rates based on industry data.

(i) The Company has incorporated a wholly owned subsidiary “Appserve Appliance Private Limited” with the object of carrying out the business of repair, maintenance, installation, assembly and routine servicing activities of all kinds of white goods i.e. room air conditioners, washing machines, refrigerators, consumer durables and other similar equipment and components and to establish repair shops for the same along with other related activities. The Company has initially invested INR 50 Lakh to subscribe and acquire 500,000 equity shares of INR 10 each in the aforesaid wholly owned subsidiary in its own name and through its nominees. The Company has further invested INR 100 Lakh to subscribe and acquire 1,000,000 equity shares of INR 10 each in the aforesaid wholly owned subsidiary.

(ii) The company has made an investment of INR 5442.50 Lakh for acquisition of 1,320,613 equity shares of IL JIN Electronics (India) Private Limited (“IL JIN”) on 28 December 2017. IL JIN Electronics (India) Private Limited is engaged in the business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances and automobile products.

(iii) The Company has made an investment of INR 571.50 Lakh for acquisition of 1,040,149 equity shares of Ever Electronics Private Limited (“Ever”) on 30 March 2018 which represents 19% of the total share capital of Ever. Ever is engaged in the business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances and automobile products.

Notes:

(i) Refer note 17(i) for bank deposits with more than 12 months maturity which are under restriction.

(ii) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 51 - Financial risk management for assessment of expected credit losses.

(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of INR 10 each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(a) On 12 January 2017, the Company had issued 2,107,037 Compulsorily Convertible Preference Shares (“CCPS”) of INR 10 each at premium of INR 227.30 per CCPS, aggregating to INR 5000 Lakh. The holder of the CCPS shall be entitled to receive, fixed dividend in respect of the par value of the CCPS at the rate of 0.01% per annum. During the year ended 31 March 2017, CCPS were converted into equivalent number of equity shares of INR 10 each in the ratio of 1:1.

(b) The Company issued 10 Compulsorily Convertible Debentures (“CCD”) of INR 500 Lakh each aggregating to INR 5,000 Lakh. The holder of the CCD shall be entitled to receive interest in respect of the par value of the CCD at the rate of 8.65% per annum. Each CCD shall be converted into 2,107,030 Equity Shares of INR 10 each at a premium of INR 227.30 per equity share. The CCDs shall be compulsorily converted into equity shares: (a) on the date i.e. 10 years from the date of issue or (b) on the day that is the 15th business day from the date of issuance of a CCD conversion notice by the Investor, in respect of the CCD held by the Investor. During the year ended 31 March 2018, the investor has exercised the option for conversion of these debentures.

*During the year ended 31 March 2018, the Company has completed Intial Public Offer (IPO) of 6,984,865 equity shares of INR 10 each at an offer price of INR 859 per equity share aggregating to INR 59,960 Lakh (net of employee discount) through fresh issue of 5,529,685 equity shares and an offer for sale by promoter selling shareholder: (i) Mr. Jasbir Singh of 727,590 equity shares and (ii) Mr Daljit Singh of 727,590 equity shares. Thereby, the total issue proceeds comprised of INR 47,468.33 Lakh including INR 46,915.36 Lakh as securities premium on account of fresh issue. Out of the securities premium, INR 2,243.14 Lakh has been utilised against share issue expenses on accrual basis.

During the year ended 31 March 2018, the investor has exercised the option for conversion of 10 CCDs of 2,107,030 equity shares of INR 10 each at the conversion price of INR 237.30 per share (including security premium of INR 227.30 each). Thereby, the total issue proceeds comprised of INR 210.70 Lakh as capital and INR 4,707.79 Lakh as securities premium (net of loss on conversion of CCDs).

During the year ended 31 March 2017, the Company has made a private placement of 2,107,037 preference shares of INR 10 each at the rate of INR 237.30 per share (including security premium of INR 227.30 each). Thereby, the total issue proceeds comprised of INR 210.70 Lakh as capital and INR 4,789.30 Lakh as securities premium. These shares have been further converted into equity shares of INR 10 each during the year in the ratio of 1:1.

Nature and purpose of other reserves Securities premium reserve

Securities premium reserve represents premium received on issue of shares. The reserve is being utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another.

Equity component of compound financial instruments

This reserve represents equity component of compulsory convertible debenture.

Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 51 - Financial risk management for assessment of expected credit losses.

a. Details of security of short term borrowings for the year ended 31 March 2018

Cash Credits, Bill Discounting and Buyers’ Credit facilities (except IDFC Bank) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future unencumbered moveable fixed assets of the Company, first pari passu charge by way of mortgage of industrial properties including land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab in the name of the Company and Plot No. C-2, Phase-II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun, Uttaranchal in the name of the Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura, Punjab in the name of Acama Appliances Private Limited. The loans are also secured by personal guarantee of Mr. Jasbir Singh (Chairman and CEO) and Mr. Daljit Singh (Managing Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short Term Borrowings sanctioned from IDFC Bank i.e. INR 4750 Lakh is secured by subservient charge on on all the present and future current assets of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman and CEO) and Mr. Daljit Singh (Managing Director).Out of this INR 4750 Lakh, INR 1750 Lakh is also secured by exclusive charge on Plant & Machinery situated at jhajjar and INR 3000 Lakh is also secured by exclusive charge on immovable property situated at A-1/1A, Selaqui, Dehradun.

b. Terms of repayment and interest rate for the year ended 31 March 2018

Cash Credit from Banks amounting to INR 1,877.47 Lakh, carrying interest rate varying from 9.20% p.a. to 12.00% p.a. is repayable on demand.

Buyers’ Credit from Banks amounting to INR 1,049.04 Lakh carrying interest rate varying from LIBOR 0.25% p.a. to 0.75% p.a. is repayable on demand.

Discounting facilities include secured purchase bills discounting of INR 139.37 Lakh, carrying interest rate at 8.6% p.a. is repayable on demand.

c. Details of security of short term borrowings for the year ended 31 March 2017

Working Capital Demand Loans, Cash Credits, Bill Discounting and Buyers’ Credit facilities (except IDFC Bank and Tata capital financial services limited) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future unencumbered moveable fixed assets of the Company, first pari passu charge by way of mortgage of industrial properties including land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab in the name of the Company and Plot No. C-2, Phase-II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun, Uttaranchal in the name of the Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura, Punjab in the name of Acama Appliances Private Limited. The loans are also secured by personal guarantee of Mr. Kartar Singh (Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal Singh (Director) and and Mr. Daljit Singh ( Managing Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short Term Borrowings sanctioned from IDFC Bank i.e. INR 3000 Lakh is secured by exclusive charge on immovable property situated at A-1/1A, Selaqui, Dehradun and INR 1750 Lakh is secured by exclusive charge on Plant & Machinery (written down value INR 600 Lakh) of the company property situated at Rajpura and land & building of the Plant situated at H-23, Integrated Industrial Estate,Selaqui , Dehardun.The loans are also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director). Short Term Borrowings sanctioned from Tata Capital Financial Services ltd. of INR 5000 Lakh is secured by subservient charge on all the present and future current assets of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).

d. Terms of repayment and interest rate for the year ended 31 March 2017

Working capital demand loans from Banks amounting to INR 2,172.85 Lakh carrying interest rate varying from 9.50% p.a. to 11.35% p.a. is repayable on demand.

Cash Credit from Banks amounting to INR 1,958.01, carrying interest rate varying from 10.25% p.a. to 12.25% p.a. is repayable on demand.

Buyers’ Credit from Banks amounting to INR 3,167.73 Lakh carrying interest rate varying from LIBOR 0.30% p.a. to 0.75% p.a. is repayable on demand.

Discounting facilities include secured sale and purchase bills discounting of INR 2366.69 and INR 345.10 Lakh respectively, unsecured sale bills discounting of INR 3232.64 Lakh, carrying interest rate varying from 8.70% p.a. to 10.50% p.a. is repayable on demand.

e. Details of security of short term borrowings for the year ended 01 April 2016

Working Capital Demand Loans, Cash Credits, Bill Discounting, Overdraft and Buyers’ Credit facilities (except IDFC Bank and Tata capital financial services limited) are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge on all the present and future unencumbered moveable fixed assets of the Company, first pari passu charge by way of mortgage of industrial properties including land and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab in the name of the Company and Plot No. C-2, Phase-II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun, Uttaranchal in the name of the Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura, Punjab in the name of Acama Appliances Private Limited. The loans are also secured by personal guarantee of Mr. Kartar Singh (Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal Singh (Director) and and Mr. Daljit Singh (Managing Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short Term Borrowings sanctioned from IDFC Bank i.e. INR 2000 Lakh is secured by subservient charge on all the present and future current assets of the Company and Exclusive charge on Land and Buliding situated at 686/58 & 691/59 , Trilok Road, Kheri, Kalaamb, Himachal Pradesh and exclusive charge on Plant and Machinery of WDV of INR 600 Lakh. It is also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director). Short Term Borrowings sanctioned from Tata Capital Financial Services ltd. of INR 4000 Lakh is secured by subservient charge on all the present and future current assets of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).

f. Terms of repayment and interest rate for the year ended 01 April 2016

Working capital Demand loans from banks amounting to INR 4,669.50 Lakh carrying interest rate varying from 10.10% to 12.00% is repayable on demand.

Cash Credit from banks amounting to INR 6,250.25 Lakh carrying interest rate varying from 11.15% to 12.75% is repayable on demand.

Buyers’ Credit from banks amounting to INR 1,654.45 Lakh carrying interest rate varying from LIBOR 0.45% to 1.35% is repayable on demand.

Overdraft facilities from banks amounting to INR 106.99 Lakh carrying interest rate varying from 12% to 12.25% is repayable on demand.

Discounting facilities include secured sale and purchase bills discounting of INR 3431.54 Lakh and INR 687.01 Lakh respectively, unsecured sale bills discounting of INR 6306.13 Lakh, carrying interest rate varying from 10.00% p.a. to 12.50% p.a. is repayable on demand.

(i) Dues to micro and small enterprises pursuant to section 22 of the Micro,Small and Medium Enterprises Development Act (MSMED),2006

On the basis of confirmation obtained from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act ,2006 (MSMED Act, 2006) and based on the information available with the company,the following are the details:

(i) As per transitional provisions for GST, the Company has availed benefits of input tax credits available under GST for units which were tax exempted under earlier laws on stocks lying with the Company as on 30 June 2017. Required adjustments aggregating to INR 327.55 Lakh have been made in the cost of raw material consumed for the period against purchases made during the last year which were lying with the Company in stocks as on 30 June 2017 too.

On 2 December 2017, 10 nos. compulsory convertible debentures (the “CCD’s”) with face value of INR 500 Lakh each were converted into equity shares of the Company prior to filing of the red herring prospectus with the Registrar of Companies as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid interest on such conversion as if conversion took place on the second anniversary of allotment of CCDs, as agreed vide letter dated 26 September 2017 entered with Ascent Investment Holdings Pte Limited. This has resulted in additional finance cost amounting to INR 481.08 Lakh due to early conversion of CCDs. Further, during the year ended 31 March 2018, the Company has charged off unamortized borrowing cost of INR 288.81 Lakh respectively in the statement of profit and loss due to replacement of loans carrying higher interest with loans carrying comparatively lower interest and prepayment of long term loans from Initial Public Offering proceeds.

* Includes amount paid under protest INR 13.29 Lakh (31 March 2017 : INR Nil ; 01 April 2016 INR Nil).

** Includes amount paid under protest INR 2 Lakh (31 March 2017 : INR 2 Lakh ; 01 April 2016 INR 2 Lakh). Also, the amount appearing above is after netting off INR 14.57 Lakh already provided for in the books of accounts.

*** Includes amount paid under protest INR 37.81 Lakh (31 March 2017 : INR 37.81 Lakh ; 01 April 2016 : INR 37.81 Lakh). Also, the amount appearing above is after netting off INR 9.32 Lakh already provided for in the books of accounts.

**** Includes amount paid under protest INR 29.05 Lakh (31 March 2017 : INR 29.05 Lakh ; 01 April 2016 : INR nil).

*****The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014) revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense as per the amended provisions w.e.f. 1 April 2015 and onwards.

* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 31 March 2018, the outstanding balance of working capital borrowings and the term loans in respect of which personal guarantees have been taken stands at INR 23,641.62 Lakh of Mr. Jasbir Singh and INR 23,641.62 Lakh of Mr. Daljit Singh

** The above disclosed balances of corporate guarantee given include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 31 March 2018, the outstanding balance of working capital borrowings and the term loans in respect of which corporate guarantees has been given stands at INR 4,588.12 Lakh.

* The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 31 March 2017, the outstanding balance of working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees have been taken stands at INR 15,246.00 Lakh of Acme Fabrications Private Limited, INR 1695.09 Lakh of Mr. Kartar Singh, INR49,418.23 Lakh of Mr. Jasbir Singh, INR 49,418.23 Lakh of Mr. Daljit Singh and INR 16.22 Lakh of Mr. Kirpal Singh.

** The above disclosed balances of corporate guarantee given include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 31 March 2017, the outstanding balance of working capital borrowings and the term loans in respect of which corporate guarantees has been given stands at INR 3,200.62 Lakh.

* The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 01 April 2016, the outstanding balance of working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees have been taken stands at INR 37,321,917 of PICL (India) Private Limited, INR 16,997.69 Lakh of Acme Fabrications Private Limited, INR 2,246.30 Lakh of Acme Engineering and Fabrications, INR 16,081.48 Lakh of Mr. Kartar Singh, INR 47,903.83 Lakh of Mr. Jasbir Singh, INR 47,141.72 Lakh of Mr. Daljit Singh and INR 3,726.57 Lakh of Mr. Kirpal Singh.

“** The above disclosed balances of corporate guarantee given include original sanctioned limits of working capital borrowings and term loans by the continuing banks. However, at 01 April 2016, the outstanding balance of working capital borrowings and the term loans in respect of which corporate guarantees has been given stands at INR 7,000 Lakh.”

3 LEASES

Operating leases

The Company has leased some of its premises to a third party under a lease agreement that qualifies as an operating lease. Rental income for operating leases for the years ended 31 March 2018 and 31 March 2017 aggregate to INR 36 Lakh and INR 36 Lakh respectively.

The Company is a lessee under various cancellable operating leases. Rental expense for operating leases for the years ended 31 March 2018 and 31 March 2017 was INR 1,310.68 Lakh and INR 1,176.15 Lakh respectively.

Finance leases

a) The Company has taken certain assets on finance lease basis. The legal title to such assets vests with the lessors. The total minimum lease payments, elements of unearned interest included in such payments and present value of lease payments are as follows:

1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet date for the estimated terms of obligations.

2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3) Plan assets comprise funds managed by the insurer i.e. Life Insurance Corporation of India (‘LIC’).

4) The Company makes annual contributions to the LIC of an amount advised by them for Rajpura unit only.

5) The best estimated expense for the next year is INR 48.38 Lakh.

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous year Investments in subsidiaries, associate and joint venture are carried at cost as per Ind AS 27 - Separate financial statements and therefore, not presented here.

4 FAIR VALUE DISCLOSURES

i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided 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: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.

(ii) The fair values of the Company’s loans and receivables are determined by applying discounted cash flows (‘DCF’) method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own nonperformance risk as at 31 March 2018 was assessed to be insignificant.

(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values.

ii) Risk Management

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 financial statements.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the company. The company is exposed to this risk for various financial instruments, for example by granting loans and receivables tocustomers, placing deposits, etc. The company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets. - cash and cash equivalents,

- trade receivables,

- loans and receivables carried at amortised cost, and

- deposits with banks

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of customers and other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

A: Low B: Medium C: High

Assets under credit risk -

Cash & cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Trade receivables

The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due. Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

b) Expected credit losses Trade receivables

(i) The company recognises lifetime expected credit losses on trade receivables using a simplified approach and uses historical information to arrive at loss percentage relevant to each category of trade receivables.

(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:

Other financial assets measured at amortised cost

Company provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the company can draws to apply consistently to entire population For such financial assets, the Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. 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. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

a) Financing arrangements

The Company had access to the following undrawn borrowing facilities at the end of the reporting period:

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

C) Market risk

a) Foreign currency risk

(i) The Company uses foreign currency forward exchange contracts to hedge its risks associated with fluctuations in foreign currencies relating to foreign currency liabilities. The following are outstanding derivatives contracts:

b) Interest rate risk

i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2018, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits all pay fixed interest rates.

5 CAPITAL MANAGEMENT

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

6 FIRST TIME ADOPTION OF IND AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 01 April 2016 (the Company’s date of transition). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A Ind AS optional exemptions

1 Deemed cost for property, plant and equipment, investment property 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 after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Property. Accordingly, the Group has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

2 Deemed cost for investments in subsidiaries and joint ventures

The Group has elected to continue with the carrying value of all of its investments in subsidiaries, joint ventures and associates recognised as of 1 April 2016 (transition date) measured as per the previous GAAP as its deemed cost as at the date of transition.

B Ind AS mandatory exceptions

1 Estimates

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

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

2 Classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition.

Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.

3 Impairment of financial assets

At the date of transition to Ind AS, determining whether there has been a significant increase in credit risk since the initial recognition of a financial instrument would require undue cost or effort, the Company has recognised a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is derecognised.

C Reconciliations between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from Previous GAAP to Ind AS.

Note - 1

Measurement of financial assets and financial liabilities at amortised cost Under previous GAAP all financial assets and financial liabilities were carried at cost.

Under Ind AS, certain financial assets and financial liabilities are subsequently measured at amortised cost which involves the application of effective interest method. In applying the effective interest method, an entity identifies fees that are an integral part of the effective interest rate of a financial instrument. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of the financial asset or financial liability. For certain financial liabilities, the fair value of the financial liability at the date of transition to Ind AS has been considered as the new amortised cost of that financial liability at the date of transition to Ind AS.

Note - 2

Adjustment for Government grant recognised as deferred income and amortised on a systematic basis Under previous GAAP, capital grant relating to assets were recognised directly in equity. Under Ind AS Government grants shall be presented in the balance sheet by setting up the grant as deferred income and deferred income is recognised in profit or loss on a systematic basis over the useful life of the asset.

Note - 3

Adjustment for leasehold land obligation accounted as finance lease and amortisated over period of lease Under previous GAAP the leasehold land is recorded and classified as fixed assets. Under Ind AS, leasehold land is recognised as operating lease or finance lease as per definition and classification criteria. The Company has classified its leasehold land as finance lease as per the terms of agreement and amortised it over the period of lease.

Note - 4 Prior period items

Under previous GAAP, prior period items are included in determination of net profit or loss of the period in which the error pertaining to a prior period is discovered and are separately disclosed in the statement of profit and loss. Under Ind AS, material prior period errors are corrected retrospectively.

Note - 5

Recognition of loss allowance for expected credit losses on financial assets measured at amortised cost Under previous GAAP provision for doubtful debts was recognised based on the estimates of the outcome and of the financial effect of contingencies determined by the judgement of the management of the Company. This judgement was based on consideration of information available up to the date on which the financial statements were approved and included a review of events occurring after the balance sheet date.

Under Ind AS, a loss allowance for expected credit losses is recognised on financial assets carried at amortised cost. Expected loss on individually significant receivables is assessed when they are past due and based on company’s historical counterparty default rates and forecast of macro-economic factors. Other receivables have been segmented by reference to the industry of the counterparty and other shared credit risk characteristics to evaluate the expected credit loss. The expected credit loss estimate is then based on recent historical counterparty default rates for each identified segment.

Note - 6

Revenue and changes in inventories recognised and lease adjustment on assets received from customers Under previous GAAP there was no guidance for accounting of assets received from customers.

Under Ind AS, assets received from customer have been cosidered as operating leases and lease rent has been charged in the profit and loss on the basis of usage of assets. Correspondingly, revenue has been grossed up with amount of lease rent for sold units and lease rent of unsold units have been charged to inventories.

Note - 7 Excise duty

Under previous GAAP revenue from sale of goods was presented net of excise duty whereas under Ind AS the revenue from sale of goods is presented inclusive of excise duty. The excise duty is presented on the face of the Statement of profit and loss as part of expenses.

Note - 8

Other adjustments

Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans The concept of other comprehensive income did not exist under previous GAAP.

Adjustment for derivative contracts

The fair value of forward foreign exchange derivative contracts is recognised under Ind AS, and was not recognised under Indian GAAP.

Adjustment for reversal of amortisation of goodwill recognised in business combination prior to transition date Under Indian GAAP, goodwill arised on business combination is amortised over a period not exceeding five years. Under Ind AS, goodwill is not amortised but required to be tested for impairment.

Note - 9

Tax effect of adjustments

Under previous GAAP deferred tax was accounted using the income statement approach, on the timing differences between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following balance sheet approach on the temporary differences between the carrying amount of asset or liability in the balance sheet and its tax base. In addition, various transitional adjustments has also led to recognition of deferred taxes on new temporary differences.

Note - 10

Adjustment for compulsory convertible debentures

Under Indian GAAP the compulsory convertible debentures were classified as liability and interest payable thereon was treated as finance cost. Under Ind AS, compulsory convertible debentures are separated into liability and equity components based on the terms of the contract. Interest on liability component is recognised using the effective interest method.

7 The Company was required to spent INR 68.63 Lakh (31 March 2017 INR 58.41 Lakh) on Corporate social responsibility (CSR) activities during the year ended 31 March 2018 in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Board approved the CSR budget of INR 118 Lakh (31 March 2017 INR 59 Lakh) on recommendation of CSR Committee to be spent in the Financial Year 2017-18.

The details of amount actually spent by the Company during the year are

8 SEGMENT INFORMATION

The Company is engaged in manufacture of air conditioners. Basis the nature of Company’s business and operations, the Company has one operating segment i.e. “manufacture of of air conditioners” for which information is reviewed by the Chief Operating Decision Maker (CODM) to allocate resources and assess performance. Hence, the Company has only one reportable segment as per the requirements of Ind AS 108 - ‘Operating Segments’. Majority of the revenue of INR 118,904.49 Lakh (31 March 2017: INR 95,943.42 Lakh) is derived from four external customers and the Company operates in one geography.

9 UTILISATION OF MONEY RAISED THROUGH PUBLIC ISSUE:

During the year ended 31 March 2018, the Company has raised INR 59,960.19 Lakh through public issue, specically to meet the following objects of the Offer. The utilisation of IPO proceeds during the year ended 31 March 2018:

* out of above, INR 11795.76 was paid to selling shareholders. The remaining amount was utilised for payment of expenses related to IPO attributable to selling shareholders. The unutilised amount will also be used for such payments. Notes:

(i) The Company has maintained the balance of unutilised IPO proceeds in the public issue and monitoring accounts of the Company.

(ii) The above amounts under utilisation/payment have been disclosed on cash/payment basis

58 As per the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961, the Company is required to use certain specific methods in computing arm’s length prices of transactions with associated enterprises and maintain adequate documentation in this respect. Since law requires existence of such information and documentation to be contemporaneous in nature, the Company has appointed independent consultants for conducting a Transfer Pricing Study (the ‘Study’) to confirm that the transactions with associate enterprises undertaken during the financial year are on an “arms length basis” and such study is in progress. Management is of the opinion that the Company’s transactions are at arm’s length and that the results of the proposed study will not have any impact on the financial statements and that they do not expect any transfer pricing adjustments.