a) On transition to Ind AS, the fair value of investments held in Queen Project (Mauritius) Ltd. was treated as deemed cost based on Ind AS 101 - First time adoption of Ind AS. The fair value of investment in equity shares and redeemable non-cumulative preference shares of the subsidiary company was considered as nil and Rs. 485.45 Lakhs respectively and Rs. 405.65 lakhs and Rs. 2,479.35 lakhs respectively was adjusted against the retained earnings on the date of transition.

b) Queen Projects (Mauritius) Ltd, is undergoing a voluntary liquidation process and consequently the Shares of Quickmill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company on 28th July 2023. The liquidation application of the said subsidiary was approved on 29th February 2024 and the subsidiary company shall dissolved within three months from the date of approval.

The Company has considered the carrying amount of preference shares held in the Queen Projects (Mauritius) Ltd on 28th July 2023 have been considered as cost for acquiring the investments in Quickmill Inc and 760 Rye Steert respectively, as no additional cost has been incurred by the Company on transfer of these shares.

c) On transition to Ind AS, investment in unquoted equity shares were designated as fair value through profit and loss. The fair value of investment in these unquoted equity shares was considered as nil and Rs. 191.21 lakhs was adjusted against the retained earnings on the date of transition.

In financial year 2018-19 the Company had decided to sell a part of Land, Building and Capital work in progress amounting to Rs. 1,779.39 Lakhs out of the total factory land and building located in Surat. The part of Land and Building was classified and presented as “held for sale” and was carried at the lower of carrying value and fair value as at 31st March 2019. The management of the Company is looking for a buyer and is hopeful to finalise and execute the deal in near future.

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings..

During the year, the Company allotted 1,60,003 (PY 1,69,998) equity shares, of face value Rs. 5/- each on exercise of stock options by the eligible employees under the prevailing Employees Stock Option Plan (‘ESOP') scheme of the Company.

Nature and purpose of reserves

a) Capital Reserve :

It represents the gain of capital nature.

b) Capital Redemption Reserve

Created on redemption of preference shares out of profits in accordance with Companies Act.

c) Securities Premium:

Securities premium represents amount received in excess of face value on issue of shares by the Company. It also includes transfer of stock compensation related to options exercised from employee stock options reserve. The securities premium will be utilized in accordance with the provisions of the Companies Act.

d) General Reserve:

General reserve represents the amount of profits appropriated by the Company.

e) Employee Stock Option Reserve:

Employee stock options Reserve represents the fair value of equity-settled transactions and recognized over the period of vesting and/or service conditions are fulfilled.

f) Investment Allowance Reserve

It represents reserve created under the Income Tax Act and has been appropriately utilized.

g) Retained Earnings

Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.

a) Includes amount of Rs. 16.60 Lakhs (Previous Year - Rs. 54.16 Lakhs) due to related parties.

b) Trade payables - Non Current has been disclosed based on the management expectation to settled the same beyond 12 months from the reporting date.

a) The Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind-AS i.e; 1st April 2016. Ind AS required entities to account for deferred taxes using the Balance Sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the Balance Sheet and its tax base. Accordingly deferred tax liability on account of fair valuing of Land was calculated in previous year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, “fair market value of capital assets means where the capital asset became the property of the assessee before the 1st day of April, 2001, the cost of acquisition of the asset to the assessee or the fair market value of the asset on the 1st day of April, 2001, shall be considered at the option of the assessee.”

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required by Ind AS - 12 ‘Income Taxes' for changes in respect of temporary differences which have been recognised in previous periods. In F.Y. 2018-19, the Company opted to choose the fair market value of the land as on 01.04.2001 as its cost of acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. This has resulted in creation of deferred tax charge during the year of Rs. 66.58 Lakhs (PY. deferred tax credit of Rs. (118.73 Lakhs) which is part of deferred tax credit of Rs. (269.47) Lakhs for the year ended 31st March 2024 (P.Y. deferred tax charge of Rs. 35.32 Lakhs).

b) Deferred tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.

c) The Taxation Laws (Amendment) Act, 2019 provides domestic companies with an option to opt for lower tax

rate, provided they do not claim certain deductions. The Company has presently considered the rate existing prior to the amendment. The Company shall evaluate the option to opt for lower tax rate once it utilises the carried forward losses available under the Income Tax Act. .

a) Working capital borrowings from consortium banks on cash credit overdraft/short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semifinished, finished goods and stock in trade, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company and second pari passu charge on the Property, Plant and Equipment's of the Company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2^nd pari passu charge on the Property, Plant and Equipment's of the Company (both present and future) at Udhna, Surat.

b) The Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.

i) The Company does not expect any reimbursement in respect of the above contingent liabilities.

ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 24.a, above pending resolution of the appellate proceedings.

iii) In respect of guarantees as specified in note 24.c given by the Company to the bankers of BEEL, one of the related parties, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is Nil (31^st March 2023 Rs. 1.44 Lakhs).

NOTE 25- RELATED PARTY DISCLOSURES:

A) List of Related Parties *:

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Subsidiary Companies:

a) Queen Projects (Mauritius) Ltd - Mauritius.¹

b) Quickmill Inc.- Canada ¹

c) 760 Rye Street Inc., Canada ¹

1. This was subsidiary upto 28th July 2023, the subsidiary is undergoing voluntary liquidation process and consequently the Shares of Quickmill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company.

NOTE 29 - FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement: a. Accounting classification and fair values

The fair values of the financial assets and liabilities are 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 table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company's risk management policies.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 62.66 lakhs as at 31^st March 2024 (31^st March 2023: Rs. 169.92 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company's income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest-bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of Profit and Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest-bearing investments will fluctuate because of fluctuations in the interest rates.

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

b) Performance Obligation under contract with customers:

Performance obligations are satisfied at the point of time when the customer obtains the control of the goods. All the unsatisfied performance obligations as at 31^st March 2024 which are part of contract is expected to be completed within duration of one year.

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves. 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 gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

The Company had total cash outflows for leases of Rs. 92.06 Lakhs (PY Rs. 80.62 Lakhs) (excluding interest) for the year ended 31^st March 2024. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31^st March 2024. Further, there are no future cash outflows relating to leases that have not yet commenced.

The Lease agreement of corporate office of the Company with Bharat Line Limited has been expired during the year and the execution of the renewed agreement is in process. As the renewal of the lease agreement is certain, the lease tenure and escalation has been estimated by the Company based on the same terms of the previous years agreement and accordingly Right to Use asset and corresponding lease liability has been recognised.

During the year, the Company has filed the draft scheme of Amalgamation between Batliboi Environment Engineering Limited and the Company which was approved by Board of Directors on 11th March 2024. Subsequently process for seeking approval to the scheme of amalgamation from the regulatory authorities is in process. Accordingly, the Company has filed an application to obtain no objection certificate(NOC) from the stock exchange i.e; Bombay Stock Exchange(BSE).

The Company at the Extra Ordinary General Meeting held on 29th March 2024 has approved issue of upto 56,14,000 equity shares on preferential basis. The Company has received application money during the month of April 2024. The Company has allotted 52,64,000 equity shares at an issue price Rs. 113.50 per share on 12th April 2024. Further, the Company has received listing approval of the above-mentioned shares on 6th May 2024 and trading approval on 24th May 2024 from the stock exchange i.e; BSE.

NOTE 39: CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company from 1st April 2023. However, the gross amount required to be spent by the Company during the year was Rs. Nil Lakhs, as the average net profit of the Company for the three immediately preceding financial years was net loss of Rs. (109.93 Lakhs). Hence the disclosures required to be made in respect of CSR expenditure is not applicable for the year ended 31st March 2024.

Note No. 40: Additional Regulatory Disclosures:

i) a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or

any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

b) The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii) For the year ended 31st March 2024, there are no instances of transactions not recorded in the books of account, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

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

iv) 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.

v) The Company has not undertaken any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of the Companies Act, 1956.

vi) There is no charge form filed beyond the statutory period for registration of charges or satisfaction with Registrar of Companies.

vii) The Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key Managerial Personnel's and the related parties, either severally or jointly with any other person, that are repayable on demand and/or without specifying any terms or period of repayment.

Note No. 41: Proposed Dividend on Equity and Preference Shares

The Board of Directors at its meeting held on 27th May 2024, has proposed to declare final dividend of Rs. 0.50 per equity share(10%) and Rs. 1.00 per preference shares (1%) for the year ended 31st March 2024 (P.Y. Rs. Nil)).

Note No. 42: EVENTS AFTER REPORTING DATE:

The Company has allotted 52,64,000 equity shares on preferential basis at an issue price of Rs. 113.50 per share (total amount received Rs. 5,974.64 Lakhs) on 12th April 2024 (Refer note 38 of these Ind AS Financial Statement). There have been no other significant events after the reporting date that require disclosure in these Ind AS financial statements.

NOTE 43:

Previous year's figures have been reclassified and re grouped to confirm to current years classification and grouping

1

These were step down subsidiaries upto 28th July 2023, and subsequently have become direct subsidiaries

of the Company as given in footnote 1 above.