To, Listing Department BSE Limited P J Towers, Dalal Street, Fort, Mumbai – 400 001

Scrip Code: 522004

July 03, 2023

Dear Sir / Madam,

Subject: 79[th] AGM Notice, Annual Report 2022-2023, Book Closure and E-voting Details

This is to inform you that the 79[th] Annual General Meeting of BATLIBO LIMITED will be held on Friday, 28[th] July, 2023 at 4:00 p.m. IST through Video Conference (‘VC") / other audio visual means (‘OAVM’). Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations"), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2022-2023 which will be sent to the members through electronic mode.

Further, we would like to inform you that pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of SEBI (LODR) Regulations, 2015, the Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 22[nd] July, 2023 to 28[th] July, 2023 (both days inclusive) for the purpose of Annual General Meeting, Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing e- voting facility to its members. The members holding shares as on the cut-off date i.e. 21[st] July, 2023 may cast their vote electronically to transact the business set out in the Notice of AGM.

The details of e-voting, required under Rule 20 of the Companies (Management and Administration) Rules, 2014, are given hereunder:

Cut-off date for E-voting: 21[st] July, 2023
Date and time of commencement of e-Voting: Tuesday, 25th July, 2023 at 9.00 a.m.
3, Date and time of end of e-Voting: Thursday, 27th July, 2023 at 5.00 p.m.
E-Voting shall not be allowed beyond 5.00 P.M. IST on Thursday, 27th July, 2023.
The Notice of AGM and Annual Report is available on Company’s website www.batliboi.com,
Name of the Agency providing E-voting Platform: Central Depository Services (India) Ltd (CDSL)
In case of any queries regarding e-voting, members may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected]

Kindly take the above on your records.

Thanking you

Yours Faithfully,

For Batliboi Limited

POOJA Digitally signed by POOJA ROHIT ROHIT SAWANT SAWANT Date: 2023.07.03 13:02:41 +05'30' Pooja Sawant Company Secretary ACS – 35790

Encl:a/a

Annual Report 2022-23

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CORPORATE INFORMATION

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BOARD OF DIRECTORS
Mr. Nirmal Bhogilal Chairman & Whole Time Director
Mr. Sanjiv Joshi Managing Director
Mr. E.A. Kshirsagar Independent Director
Mr. Subodh Bhargava Independent Director
Mr. Ameet Hariani Independent Director
Mr. George Verghese Independent Director
Mrs. Sheela Bhogilal Non Executive Director
Mr. Kabir Bhogilal Whole Time Director
CORPORATE MANAGEMENT
Mr. Nirmal Bhogilal Chairman & Whole Time Director
Mr. Sanjiv Joshi Managing Director
Mr. Kabir Bhogilal Whole Time Director
Mr. Ghanshyam Chechani Chief Financial Officer
Mr. Daniel Vaz C.E.O Air Engineering Group
Mr. Abhay Sidham C.E.O Textile Machinery Group
Mrs. Pooja Sawant Company Secretary
REGISTERED & CORPORATE OFFICE Bharat House, 5 [th] Floor, 104, Bombay Samachar Marg,
Fort, Mumbai-400 001
CIN L52320MH1941PLC003494
FACTORY P.O. Fateh Nagar, Surat Navsari Road, Udhna-394 220
AUDITORS Statutory Auditors Cost Auditor
M/s Mukund M. Chitale & Co. M/s NNT & Co.
Chartered Accountants Cost Accountants
REGISTRAR & SHARE TRANSFER AGENT Datamatics Business Solutions Limited
Plot No. B-5, Part-B Cross Lane, MIDC, Andheri (E),
Mumbai-400 093
BANKERS Bank of Baroda
Punjab National Bank
Canara Bank
Indusind Bank Limited
State Bank of India
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Batliboi Ltd.

Contents
Particulars	Page No.
Notice	3
Directors’ Report	16
Management Discussion & Analysis Report	37
Corporate Governance Report	41
Auditors’ Certificate on Corporate Governance	65
Auditors’ Report	67
Balance Sheet	80
Statement of Profit and Loss	81
Cash Flow Statement	83
Notes forming part of the Financial Statements	85
Auditors’ Report on Consolidated Accounts	142
Consolidated Balance Sheet	152
Consolidated Statement of Profit & Loss	153
Consolidated Cash Flow Statement	155
Notes forming part of the Consolidated Financial Statements	157
AOC - 1	218

Annual Report 2022-23

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NOTICE

NOTICE is hereby given that the 79[th] Annual General Meeting of BATLIBOI LIMITED , will be held on Friday, 28[th] July, 2023 at 4.00 p.m. IST through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) facility to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt:
(a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and
(b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2023 and the Report of the Auditors thereon.
Re-appointment of Mr. Nirmal Bhogilal- Chairman & Whole Time Director (DIN: 00173168) as a Director liable to retire by rotation.

SPECIAL BUSINESS :

3. To ratify the Remuneration of Cost Auditors for the financial year 2023-24.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and such other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the remuneration of 65,000/- (Rupees Sixty Five Thousand), as recommended by the Audit Committee and approved by the Board of Directors payable to M/s. V. J. Talati & Co, Cost Auditors (Firm Registration No. R00213) as Cost Auditors to conduct the audit of the relevant Cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending 31[st] March, 2024 be and is hereby ratified and confirmed.”

RESOLVED FURTHER THAT Board of Directors and Company Secretary be and are hereby authorized to give effect to this resolution and to do all such deeds and things as may be necessary to give effect to this resolution”.

4. Approval of Material Related Party Transactions to be entered into by the Company with Batliboi Environmental Engineering Limited

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendments or re-enactment(s) thereof, approval of the Members be and is hereby accorded, to enter into contracts/ arrangements/ transactions with Batliboi Environmental Engineering Limited, a ‘Related Party’ as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Listing Regulations for purchase, sale, transfer or receipt of products, goods, materials, services, rents, common sharing expenses, product development, reimbursement/recovery costs, reimbursement of corporate service charges and on account of transfer price or other obligations and any other transaction that would be strategically and operationally beneficial to the Company, if any, on such terms and conditions as may be mutually agreed upon between the Company and Batliboi Environmental Engineering Limited, for an amount not exceeding in aggregate of Rs. 30.00 Crores (Rupees Thirty Crores) for financial year 2023-2024.

Batliboi Ltd.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to finalize the terms and conditions as may be considered necessary, expedient or desirable, in order to give effect to this resolution.”

5. Approval of Material Related Party Transactions to be entered into by the Company with Batliboi International Limited

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendments or re-enactment(s) thereof, approval of the Members be and is hereby accorded, to enter into contracts/ arrangements/ transactions with Batliboi International Limited, a ‘Related Party’ as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Listing Regulations for purchase, sale, transfer or receipt of products, goods, materials, services, rents, interest, common sharing expenses, product development, reimbursement/ recovery costs, reimbursement of corporate service Charges, trade advances and on account of transfer price or other obligations and any other transaction that would be strategically and operationally beneficial to the Company, if any, on such terms and conditions as may be mutually agreed upon between the Company and Batliboi International Limited, for an amount not exceeding in aggregate of of Rs. 30.00 Crores (Rupees Thirty Crores) for financial year 2023-2024.

6. To approve transactions under Section 185 of the Companies Act, 2013

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 185 of the Companies Act, 2013 (as amended by Companies (Amendment) Act, 2017) (“said sections”) read with section 186 of Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) the consent of the Members of the Company be and is hereby accorded for advancing loan and / or giving of guarantee(s), and / or providing of security(ies) in connection with any loan taken / to be taken from financial institutions / banks / insurance companies / other investing agencies or any other person(s) / bodies corporate by any entity (said entity(ies) covered under the category of ‘a person in whom any of the director of the company is interested’ as specified in the explanation to Sub-section (b) of Section 2 of the said section, of an aggregate outstanding amount not exceeding Rs.50 Crores (Rupees Fifty Crores only).

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any committee thereof) be and is hereby authorized to negotiate, finalise and agree to the terms and conditions of the aforesaid Loans / Guarantees / Securities, and to take all necessary steps, to execute all such documents, instruments and writings and to do all necessary acts, deed and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.”

NOTES:

The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), in respect of Director seeking reappointment and the Explanatory Statement in respect of appointment of Director is annexed hereto.

Annual Report 2022-23

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The Register of Members will remain closed from Saturday, 22[nd] July, 2023 to Friday, 28[th] July, 2023 (both days inclusive). Friday, 21[st] July, 2023 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in dematerialized form and with the Company in case the shares are held by them in physical form.
As per Regulation 40 of SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. In view of this, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

5. CDSL e-Voting System – For e-voting and Joining Virtual meetings

As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis,
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.batliboi.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

Batliboi Ltd.

The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2023, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on Tuesday, 25th July, 2023 at 9.00 a.m. and ends on Thursday, 27th July, 2023 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) on Friday, 21st July, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Annual Report 2022-23

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Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia. comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1. 2. 3.	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Batliboi Ltd.

Type of Login Method shareholders Individual Shareholders 1. You can also login using the login credentials of your demat account through your (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful securities login, you will be able to see e-Voting option. Once you click on e-Voting option, you will in demat be redirected to NSDL/CDSL Depository site after successful authentication, wherein you mode) login can see e-Voting feature. Click on company name or e-Voting service provider name and through their you will be redirected to e-Voting service provider website for casting your vote during the Depository remote e-Voting period or joining virtual meeting & voting during the meeting. Participants (DP)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

rough Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
The shareholders should log on to the e-voting website www.evotingindia.com.
Click on “Shareholders” module.
Now enter your User ID
a, For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
Next enter the Image Verification as displayed and Click on Login.
If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

Annual Report 2022-23

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If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
		Participant are requested to use the sequence number sent by Company/RTA
		or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
		enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the Batliboi Limited on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

Batliboi Ltd.

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

Annual Report 2022-23

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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.
Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] / [email protected].
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 5533.

The Statutory Registers and documents in accordance with the Companies Act, 2013 will be available for inspection in electronic mode.
The result of the voting shall be displayed on the Notice Board of the Company at its Registered Office and Corporate Office. The result along with the Scrutiniser’s Report shall also be placed on the website of the Company www.batliboi.com and of CDSL.
Members may also write to the Company Secretary in case of grievances connected with voting by electronic means at the mail id: [email protected].

By order of Board of Directors

Pooja Sawant Company Secretary ACS - 35790

Place: Mumbai Date: 26.05.2023 Registered Office: Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. www.batliboi.com

Batliboi Ltd.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No.3

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint cost auditors to audit the cost records of the Company.

The Board on the recommendation of the Audit Committee has approved the appointment of M/s. V. J. Talati & Co., Cost Accountant to conduct the audit of the cost records of the Company for the Financial Year 2023-24 at a remuneration of Rs. 65,000/- p.a. plus out of pocket expenses incurred, if any in connection with the cost audit.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, consent of the Members is sought to ratify the remuneration payable to the Cost Auditor for the financial year 2023-24

The Board recommends the Ordinary Resolution as set out at Item No. 3 of the Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives is in any way concerned or interested financially or otherwise in the Resolution as set out at Item No. 3

Item No. 4 & 5

The Company, in ordinary course of its business enters into transactions inter-alia sale & purchase of goods / services, product development, corporate services and such other forms of transaction as set out in the resolution at Item No. 4 & 5 of the Notice with Batliboi Environmental Engineering Limited and Batliboi International Limited related parties of the Company. These transactions are at arm’s length basis and strategically and operationally beneficial to the Company and necessary approvals as required in compliance of the provisions under the Act/ SEBI LODR, 2015 have already been obtained from the Audit Committee/ Board.

As the shareholders are aware that the Company during the current financial year has registered adequate performance i.e. increase of revenue during the financial year 2022-23, due to several factors including favorable market conditions. This has resulted in increased production and consequently increased transactions with the vendors / suppliers / agents / business associates including the related parties.

It may be noted that as per the amended definition provided in the explanation to Regulation 23(1) of SEBI LODR, 2015 which is effective April 01, 2022, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs.1,000 Crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

Further, all Material Related Party Transactions require prior approval of the Members through a Resolution and no related party shall vote to approve such resolution whether an entity is a related party to the particular transaction or not.

The transactions with Batliboi Environmental Engineering Limited and Batliboi International Limited for Financial Year 2023-24 are estimated to be Rs. 30.00 Crores (Rupees Thirty Crores) each and this amount exceeds the threshold limit of 10% (ten per cent) of the annual consolidated turnover of the company i.e Rs. 25.38 crore (Rupees Twenty five crores thirty eight lakhs), one of the criteria prescribed above in the amended definition of Material Related Party Transactions and therefore they are Material Related Party Transactions

Annual Report 2022-23

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Approval of the Members of the Company is therefore required in terms of Regulation 23 of the SEBI (LODR), 2015 by way of passing of an Ordinary Resolution for approval to the aforesaid Material Related Party Transactions to be entered for Financial Year 2023-2024

Except Mr. Kabir Bhogilal, Mr. Nirmal Bhogilal, Mrs. Sheela Bhogilal and Mr Sanjiv Joshi None of the Directors / Key Managerial Personnel of the Company/ their relatives is in any way concerned or interested financially or otherwise, in the Resolution as set out at Item No.4 & 5 of the Notice

The Board recommends the Ordinary Resolution set out at Item No.4 & 5 for the approval of the Members.

Details to be placed before Members in line with the SEBI Circular are given below:

Sr.No	Particulars	Details
1.	Type, material terms and particulars of the proposed transaction;	All transactions to be entered into are at arm’s length.
2.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Batliboi Environmental Engineering Limited and Batliboi International Limited, Entities in which Key Managerial Personnel and/or their relatives have significant influence.
3.	Tenure of the proposed transaction (particular tenure shall be specified);	Recurring Nature and approving revision in monetarylimit for FY 2023-24.
4.	Value of theproposed transaction;	As detailed above.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	F.Y. 2021-2022 - 15.30%
6.	If the transaction relates to any loans, inter corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter corporate deposits, advances or investments, nature of indebtedness; cost of funds; and tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiaryof such fundspursuant to the RPT.	Not Applicable
7.	Justification as to why the RPT is in the interest of the listed entity	Arrangement is commercially beneficial
8.	A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders;	Not Applicable

Batliboi Ltd.

Item No. 6

Pursuant to Section 185 of the Companies Act, 2013 (as amended by the Companies (Amendment) Act, 2017, a Company may advance any loan including any loan represented by book debt, or give any guarantee or provide any security in connection with any loan taken by any entity (said entity(ies) covered under the category of ‘a person in whom any of the director of the Company is interested’ as specified in the explanation to Section 185(2) (b) of the Companies Act, 2013, after passing a special resolution in the general meeting

The Company, is expected to render support for the business requirements of other companies in the group, from time to time. The Company with the approval of members by way of special resolution would be in a position to provide financial assistance by way of loan to other entities in the group or give guarantee or provide security in respect of loans taken by such entities, for their principal business activities.

The members may note that board of directors would carefully evaluate proposals and provide such loan, guarantee or security proposals through deployment of funds out of internal resources/ accruals and / or any other appropriate sources, from time to time, only for principal business activities of the entities in the Group.

In case of group companies (including but not limited to subsidiaries / joint ventures) incorporated in future, the Board of Directors may grant loan or give guarantee or provide security within the aggregate amount of Rs.50 Crores (Rupees Fifty Crores only)., to such entities subject to the approval of the Audit Committee. The Board proposes the Resolution at Item No. 6 of the notice for approval of the Shareholders by a Special Resolution.

Except, Mr. Nirmal Bhogilal, Mrs. Sheela Bhogilal, Mr. Kabir Bhogilal and Mr Sanjiv Joshi none of the Directors / Key Managerial Personnel of the Company/ their relatives is in any way concerned or interested financially or otherwise, in the Resolution as set out at Item No.6 of the Notice

ANNEXURE TO ITEM NO.2 OF THE NOTICE

Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India.

Name of the Director	Mr. Nirmal Bhogilal (DIN: 00173168)
Date of Birth	14.05.1949
Nationality	Indian
Date of first appointment on the Board	06.09.1973
Qualifications	B.Sc (Engg), Chemical Engg (London University), A.C.G.I. Committee member CII National Council.
Expertise in specific functional Area	He is having practical experience of 47 years in managing Machine Building& EngineeringIndustry
Number of Shares held in the Company	11,729,713
Number of Board Meetings attended duringtheyear	4
List of Directorships held in other Companies*	Batliboi Limited Eimco Elecon India Limited. Solara Active Pharma Sciences Limited

Annual Report 2022-23

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Chairman/Member in the Committee of the Boards of Companies in which he is a Director*	Batliboi Limited Stakeholders Relationship Committee Member Eimco Elecon India Limited Audit Committee Chairman Nomination & Remuneration Committee Chairman Solara Active Pharma Sciences Limited Audit Committee Member Stakeholders Relationship Committee Chairman Nomination & Remuneration Committee Chairman
Relationship between Directors inter-se	Mrs. Sheela Bhogilal is wife of Mr. Nirmal Bhogilal, Chairman and Whole - Time Director and Mr. Kabir Bhogilal is son of Mr. Nirmal Bhogilal, Chairman and Whole - Time Director

*Directorship includes Directorship of other Indian Public Companies and committee memberships includes only Audit Committee and Stakeholders Relationship Committee of Public Limited Companies (Whether Listed or not).

By order of Board of Directors

Pooja Sawant

Company Secretary ACS - 35790

Place: Mumbai Date: 26.05.2023 Registered Office: Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. www.batliboi.com

Batliboi Ltd.

DIRECTORS’ REPORT

Dear Members,

Your Directors take pleasure in presenting the 79th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS

1. FINANCIAL RESULTS	1. FINANCIAL RESULTS	1. FINANCIAL RESULTS	1. FINANCIAL RESULTS	1. FINANCIAL RESULTS
(Rs. In Lakhs)
	For the Year ended
Particulars	31.03.2023	31.03.2022	31.03.2023	31.03.2022
	Standalone	Standalone	Consolidated	Consolidated
Revenue from operations	19,485.47	14,606.94	25,383.26	19,658.53
Other Income	504.52	266.54	453.55	213.50
Total Income	19,989.99	14,873.49	25,836.81	19,872.03
PBDIT	1,642.89	621.15	2,049.19	969.18
Less: Finance Cost	485.92	793.71	522.29	828.53
Less: Depreciation	324.01	297.72	416.96	368.03
Proft/(Loss) Before Tax & Exceptional Items	832.96	(470.28)	1,109.94	(227.38)
Exceptional items: Income/(expenses)	-	-	-	-
PBT	832.96	(470.28)	1,109.94	(227.38)
Provision of Taxation : Current Tax	-	-	-	-
Deferred Tax	35.32	(80.07)	35.37	(60.99)
Mat credit (Reversal)	(11.43)	(111.89)	(11.43)	(111.89)
Less: Current Year & Earlier Year Tax	-	1.92	77.93	70.26
Other Comprehensive Income	8.06	43.87	(14.78)	101.60
Tax adjustments in respect of earlier years	-	-	-	-
PAT	864.91	(620.29)	1,041.17	(368.92)

2. REVIEW OF OPERATIONS AND OUTLOOK

During the year ended 31st March, 2023, your Company on a standalone basis improved its total income approximately by 33% and on a consolidated basis by nearly 29% over the previous year. This was achieved as there was an improved economic activity as well as a better stability in operations in comparison to previous year when the operations were affected due to the pandemic.

During the year, the profit after tax on standalone basis was Rs. 864.91 lakhs and on a consolidated basis was Rs. 1041.17 lakhs.

3. DIVIDEND

In view to conserve resources, your Directors do not recommend any Dividend for the year ended 31st March, 2023

4. TRANSFER TO RESERVE

The Profit for the Year of Rs. 864.91 Lakhs is credited to the Profit and Loss account..

Annual Report 2022-23

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5. SHARE CAPITAL

As on 31st March, 2023, the Company is having an Authorized share capital of Rs. 30.01 Crores comprising of 4,61,70,400 Equity Shares of Rs. 5 each and 6,92,480 Preference shares of Rs. 100 each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on 31st March, 2023 is Rs. 14.44 Crores and the Issued, Subscribed and Paid-Up Preference Share Capital of the Company as on 31st March, 2023 is Rs. 6.92 Crores.

During the year the Company has allotted 1,69,998 Equity Shares under ESOP scheme.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or to Directors of the Company (other than ESOPs), under any Scheme.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

1) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Ontario, Canada is engaged in the design, manufacture, sales and service of a line of large sized Gantry Drilling and Milling machines globally. Customers are mainly from Energy, Heat Transfer, Steel Service sectors, large Industrial machinery manufacturers and job shop manufacturing sectors.

During the year ended March 31, 2023 the total revenue was Rs. 58.97 crores as compared to previous year which was Rs. 50.51 crores. The profit for the year ended March 31, 2023 was Rs. 2.09 crores as compared to previous year which was 1.45 crores. The total income increased by 14% for the Financial Year 2022-23 as compared to 2021-22. The contribution of QuickMill Inc., Canada to the total turnover of the Company was 23% for financial year 2022-2023. The operations were profitable.

Since the global economy has begun revival and barring any further global lockdowns due to further waves of the Pandemic, the company is cautiously optimistic for 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company with its Subsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards prescribed by The Institute of Chartered Accountants of India.

The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further a statement containing salient features of the financial statements of the Company’s subsidiaries is given in Form No. AOC-1 at the end of this Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

Batliboi Ltd.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Companies Act, 2013, Mr. Nirmal Bhogilal, Chairman & Whole Time Director (DIN: 00173168) will retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommends his re-appointment.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

9. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 10th February, 2023 reviewed performance of the Non Independent Directors, Board as a whole including committees. All the directors present participated in the discussion & suggested areas of improvement/changes. Assessment of Independent directors was shared with the Chairman of the Board. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

Criteria of performance evaluation of the Board and Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided to continue existing method of performance evaluation through circulation of performance evaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05, 2017, containing the parameters of performance evaluation along with rating scale was circulated to the Directors. Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees and performance evaluation of all Directors in aforesaid manner

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company’s familiarization program for Independent Directors is posted on the Company’s website. www.batliboi.com.

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is posted on the Company’s website www.batliboi.com. The more details about the Nomination and Remuneration policy is provided in corporate governance report..

12. NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were held. The details of which are given in Corporate Governance Report that forms part of this Annual Report.

Annual Report 2022-23

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13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s of the Company forms integral part of this Report.

14. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encourage, reward and retain the employees and to give them an opportunity to participate in the growth of the Company in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 duly approved by the Members at their Extra Ordinary General Meeting held on 13th December, 2011. During the year 64,999 Options were lapsed, which have been added back to the available bank and the same will be used for re-issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2021 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure A’ to this Report.

A Certificate from the Secretarial Auditor of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2021 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans, Guarantees given and Investments made during the year covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

17. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year were on the arm’s length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company’s website. www.batliboi.com.

Batliboi Ltd.

18. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are included in Corporate Governance report, which form part of this Report.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman / Managing Director or the Members of the Audit Committee. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company at www.batliboi.com.

20. HUMAN RESOURCE

The company is deeply indebted to all its employees at all levels for the manner in which they have managed all the various activities may it be production, marketing and sales, finance, administration etc during the year when the entire nation was affected by second and third wave of Covid-19 pandemic.

Relations between management and employees at all levels including the union remain cordial and pro-active and despite the restrictions due to the pandemic continuous improvement in productivity and processes at all functions were undertaken.

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. During the year, your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2) (e)read with Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review.

23. AUDITORS

Statutory Auditors and Statutory Audit Report

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 12th August, 2022 appointed Mukund M. Chitale & Co., Chartered Accountants (Firm registration no 106655W), as statutory auditors of the Company from the conclusion of Seventy Eighth Annual General Meeting till the conclusion of Eighty Third Annual General Meeting to be held in the year 2027 covering second term of five consecutive years.

The Statutory Auditors M/s. Mukund M. Chitale & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 2022-2023.

Annual Report 2022-23

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The statutory audit report for the year 2022-2023 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

No frauds have been reported by the Statutory Auditors during the financial year 2022-2023 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed M/s. V. J. Talati & Co. at a remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand Only) plus taxes as applicable and re-imbursement of out of pocket expenses as may be incurred for conducting the Cost Audit for the financial year 2023-2024.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for the financial year ended 31st March, 2022. The Cost Audit Report for the financial year ended 31st March, 2023 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

M/s. D. S. Momaya & Co. LLP., Practicing Company Secretaries, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for financial year ended 31st March, 2023. Secretarial Audit Report is provided in Annexure-B to this Report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the Companies Act, 1956, the Company had transferred Unpaid or Unclaimed dividend and interest thereon which remained unclaimed or unpaid for a period of 7 years from the date it become due for payment to the Investors Education & Protection Fund (IEPF) established by the Central Government. The list of Unclaimed Dividend transferred to IEPF is uploaded on Company’s website at www.batliboi.com. As on 31st March, 2023 , the Company do not have any unpaid dividend due to be transferred to Investor Education and Protection Fund.

Thus, any claimant of dividend transferred above shall be entitled to claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with such rules, procedure and submission of documents as prescribed by the Central Government in this regard.

Batliboi Ltd.

26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ‘Annexure C’ forming part of this Report.

27. LISTING

Presently, 2,88,85,881 Equity Shares are listed on BSE Limited, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid the Annual listing fees for the financial year 2023-2024.

28. SAFETY AUDIT

As per the Company’s practice, safety audit is conducted once in a year. Accordingly, Safety Audit was conducted by an Independent Consultant.

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ‘Anti-Sexual Harassment’ is posted on the website of the Company at www.batliboi.com.

Matters handled by Internal Complaint Committee during the year 2022-2023, are as follows:-

Number of complaints on sexual harassment received during the year: NIL
Number of complaints disposed off during the year: N.A.
Number of cases pending for more than 90 days: N.A.
Nature of action taken by the Employer: N.A.
Number of Workshops: NIL

30. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, shall be filed within 60 days of ensuing Annual General Meeting and will be available on the website of the Company at www.batliboi.com

The Company has placed a copy of annual return of the financial year 2021-2022 on its website at www. batliboi.com

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and the Company’s operations in future.

Annual Report 2022-23

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32. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ‘Annexure D’.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules. Statement showing the names of the top ten employees in terms of remuneration drawn is annexed to this report as ‘Annexure E’.

33. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control over financial reporting. Standard operating practices have been laid down and are being followed. The criterion is also being audited and management has taken effective steps to ensure adequate control over financial reporting.

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There is no material change and commitment during the year.

36. OTHER DISCLOSURES

i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and
ii. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for year ended 2023

Batliboi Ltd.

c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;
e) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently

37. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute “forward-looking statements”. These forward looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company’s operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

38. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors

Nirmal Bhogilal Sanjiv Joshi Chairman Managing Director (DIN: 00173168) (DIN: 08938810)

Place: Mumbai Date: 26.05.2023

Annual Report 2022-23

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ANNEXURE ‘A’ TO THE DIRECTORS REPORT

Details of ESOP (Batliboi Stock option Plan though Direct Allotment Route)

I. Date of shareholders approval for the ESOP is 13[th] December, 2011 Total Number of options approved under ESOP is 28,68,255

Year of Grant	2011-12 1st Lot *	2012-13 2ndLot*	2014-15 3rd Lot	2015-16 4th Lot*	2017-18 5th Lot*	2018-19 6th Lot	2022-23 7thLot	Total
Total No of Options Approved /Granted	10,00,000	1,00,000	3,50,000	2,50,000	1,00,000	4,50,000	8,30,000
Exerciseprice	15.75	15.75	15.75	15.75	15.75	15.75	45.00
Vesting Requirement	The Options granted would vest in to the eligible employee in three (3) Installments, 1/3 of option granted will vest after 36 Months from the date of grant of option and 1/3 after 48 Months and remaining 1/3 after 60 Months from the date of grant of option.
Exercise Price or Pricing Formula	The exercise price shall be the closing price of the Company’s Equity shares quoted on the Stock Exchange immediately prior to the date of Grant of the Options, which for this purpose shall be the date on which the Remuneration/Compensation committee meets to make its recommendations for the grant of Options. The Committee may, at its sole discretion, consider a discount to such closing price.
Source of shares	Primary
Maximum Term of Option Granted	5 years from vesting of option
Variations in the terms of Options	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Method used to account for ESOP	Fair Value
Number of options outstanding at the beginning of the options	NIL	NIL	1,20,000	NIL	NIL	3,25,000	NIL	4,45,000
No of options granted during the year	N.A	NA	N.A	N.A	N.A	N.A	8,30,000	8,30,000
No of Options Forfeited/ Lapsed during the year	NIL	NIL	(39,999)	NIL	NIL	(25,000)	NIL	(64,999)
No of Options Vested during the year	NIL	NIL	NIL	NIL	NIL	1,08,333	NIL	1,08,333
No of Options Exercised during the year	NIL	NIL	53,334	NIL	NIL	1,16,664	NIL	1,69,998
No of shares arising as results of exercise of option	N.A	NA	53,334	N.A	NA	1,16,664	NIL	1,69,998
Money realized by exercise of options (INR), if scheme is implemented directly by the company	N.A	NA	8,40,010.50	N.A	NA	18,37,458	NIL	26,77,468.5

Batliboi Ltd.

Batliboi Ltd.	Batliboi Ltd.
														1,09,999 9,30,004 10,40,003
Option vested - to be exercised in future Options to be vested Number of options outstanding at the end of the year		NIL NIL NIL		NIL NIL NIL		26,667 NIL 26,667	NIL NIL NIL	NIL NIL NIL		83,332 1,00,004 1,83,336		NIL 8,30,000 8,30,000		1,09,999 9,30,004 10,40,003
II. Option movement during the Year
Year of Grant Number of options outstanding at the beginning of the options No of options granted during the year No of Options Forfeited/ Lapsed during the year No of Options Vested during the year No of Options Exercised during the year No of shares arising as results of exercise of option Money realized by exercise of options (INR), if scheme is implemented directly by the company Loan repaid by the Trust during the year from exercise price received Option vested - to be exercised in future Options to be vested Number of options outstanding at the end of theyear	2011-12 1st Lot * NIL N.A NIL NIL NIL N.A N.A NIL NIL NIL NIL		2012-13 2ndLot* NIL NA NIL NIL NIL NA NA NIL NIL NIL NIL		2014-15 3rd Lot 1,20,000 N.A (39,999) NIL 53,334 53,334 8,40,010.50 NIL 26,667 NIL 26,667		2015-16 4th Lot* NIL N.A NIL NIL NIL N.A N.A NIL NIL NIL NIL	2017-18 5th Lot* NIL N.A NIL NIL NIL NA NA NIL NIL NIL NIL	2018-19 6th Lot 3,25,000 N.A (25,000) 1,08,333 1,16,664 1,16,664 18,37,458 NIL 83,332 1,00,004 1,83,336		2022-23 7thLot NIL 8,30,000 NIL NIL NIL NIL NIL NIL NIL 8,30,000 8,30,000		Total 4,45,000 8,30,000 (64,999) 1,08,333 1,69,998 1,69,998 26,77,468.5 NIL 1,09,999 9,30,004 10,40,003

*The options in 1st Lot (FY 2011-12), 2nd Lot (2012-13), 4th Lot (2015-16) and 5th Lot (2017-18) have been lapsed and added back to options reserved under ESOP.

Annual Report 2022-23

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III. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to –

Name of Employee	Designation	Number of Options granted during the year	Exercise Price (Rs.)
Jitendra Godhiwala	General Manager(MTU)	50000	45.00
Hitesh Kantheria	Accounts(MTU)	25000	45.00
Hardik Shah	HR(MTU)	25000	45.00
RajKumar	Marketing– Processing (TMD)	40000	45.00
Rakki Mutthu	Marketing– Knitting (TMD)	40000	45.00
Aryan Roy	Marketing (TMD)	40000	45.00
Ramesh Babu	Marketing- Open End(TMD)	40000	45.00
Faiyaz Shaikh	Accounts & Finance(TMD)	25000	45.00
UdayShetty	GM Operations(TAE)	50000	45.00
Manish Kapoor	Sales & Marketing (TAE)	40000	45.00
R. J. Sambarani	Sales & Marketing (TAE)	40000	45.00
Ashok Kumar	Sales & Marketing (TAE)	40000	45.00
SandeepChowkikar	Accounts / Finance(TAE)	25000	45.00
Shailesh Desai	Accounts/ Finance(TAE)	25000	45.00
Sanjiv Joshi	ManagingDirector	100000	45.00
Ghanshyam Chechani	Chief Financial Officer	50000	45.00
Pooja Sawant	CompanySecretary	40000	45.00
Vishwas Bansal	Finance(Corporate)	50000	45.00
Kaushik Kabiraj	Corporate Communications	40000	45.00
Jitendra Patel	Taxation	25000	45.00
Shivaji Patil	Taxation	20000	45.00

IV. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;

Year	2011-12	2012-13	2014-15	2015-16	2017-18	2018-19	2022-23
Share price	18.95	14.75	32.95	23.20	28.10	35.00	63.50
Exercise Price	15.75	15.75	15.75	15.75	15.75	15.75	45.00
Time to maturity/ expected option life	NA	NA	0.44	NA	NA	4.15	8.87

(b) the method used and the assumptions made to incorporate the effects of expected early exercise;

Batliboi Ltd.

Expected life has been calculated as an average of the minimum and maximum life of the options. No further assumptions on early exercises have been used

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and - NA
(d) Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.- NA
V. a) Relevant disclosures in terms of the ‘Guidance note on accounting for employee share‐based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time

Members may refer to the audited financial statement prepared for the year 2022-2023

b) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20

Diluted EPS on consolidated basis for the year ended March 31, 2023 is Rs. 2.98 and on standalone basis is Rs. 2.90.

Weighted average exercise price and weighted average fair values of Options granted for options whose exercise price either equals or exceeds or is less than the market price of the stock.

Particulars	2011-12	2012-13	2014-15	2015-16	2017-18	2018-19	2022-23
Exercise Price is greater than marketprice	-	-	-	-	-	-	-
Exercise price is less than marketprice	15.75	15.75	15.75	15.75	15.75	15.75	45.00
Weighted Average fair value of optionsgranted*	18.95	14.75	32.95	23.20	28.10	35.00	63.50

*We consider weighted average fair value of options granted as market price on the date on which options are granted

Annual Report 2022-23

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Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members, Batliboi Limited, Bharat House, 5th floor, 104 B S Marg Fort Mumbai - 400001

We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Batliboi Limited (CIN: L52320MH1941PLC003494) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Batliboi Limited books, papers, minute books, forms and returns filed and scanned copies of the documents, evidences of submission provided and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Batliboi Limited for the financial year ended on 31st March 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999;

Batliboi Ltd.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;- Not Applicable
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;- Not Applicable and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable
(vi) Following Laws applicable specially to the Company:

(a) Environment (Protection) Act, 1986

(b) Air (Prevention and Control of Pollution) Act, 1981

(d) Hazardous Wastes (Management and Handling) Rules, 1989

(e) Labour Laws to the extent applicable

(f) Factories Act, 1948

(g) Industries (Development & Regulation) Act, 1951

(h) Trade Marks Act, 1999

(i) The Legal Metrology Act, 2009

(j) Competition Act, 2002
(k) The Bombay Shop & Establishment Act, 1948.
(vii) We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above

We further report that, the company has filed the forms and returns with Ministry of Corporate Affairs / Registrar of Companies under Companies Act 2013 or other authorities under other applicable laws within the prescribed time.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

Annual Report 2022-23

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We further report that, the compliance by the Company of applicable financial Laws such as Direct and Indirect tax Laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by statutory financial auditors, tax auditors and designated professional.

We further report that, the company has complied with all the committee meeting compliances and all the committee meetings were duly held during the year as required under the law.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no other instances of

a. Major decisions taken by the members in pursuance to section 180 of the Companies Act,2013.
b. Merger / amalgamation / reconstruction, etc.
c. Foreign technical collaborations.

This Report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.

Place: Navi Mumbai Date: 26/05/2023

For D.S. MOMAYA & CO. LLP, Company Secretaries FRN NO: L2022MH012300

CS Divya Momaya Designated Partner FCS No.7195, CP No.7885 UDIN: F007195E000388941

Batliboi Ltd.

Annexure- I to Secretarial Audit Report

To, The Members, Batliboi Limited,

Our Secretarial Audit Report for the Financial Year ended 31st March, 2023 is to be read along with this letter.

Management’s Responsibility

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.
Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Navi Mumbai Date: 26/05/2023

For D.S. MOMAYA & CO. LLP, Company Secretaries FRN NO: L2022MH012300

CS Divya Momaya Designated Partner FCS No.7195, CP No.7885 UDIN: F007195E000388941

Annual Report 2022-23

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ANNEXURE ‘C’ TO THE DIRECTORS REPORT

A. CONSERVATION OF ENERGY

Manufacturing facilities at UDHNA

The steps taken by the company for utilizing alternate sources of energy: LED lights are installed in shop and assembly and this is ongoing process.

Steps Taken or impact on conservation of energy: Usual Switching off of utilities when not required

The capital investment on energy conservation equipment:

The investment made was not of capital nature. It was of routine repair and maintenance.

B. TECHNOLOGY ABSORPTION

I. Efforts made towards Technology Absorption:

Company made efforts in introducing new technologies and developed new Products for Machine Tools and Air Engineering, which included regularly training of employees on new products and technologies introduced and sold by the Company.

II. Benefits derived like product improvement, cost reduction, product development or import substitution on ongoing basis:

Textile Air Engineering :

Product Development

Shot blasting machine is installed. It will improve surface finish and quality of painted equipment.
We have started offering and using IE4 motors in projects for saving energy at our customer’s place.
New process designs have been made to avoid using material transport fans. This will save energy in waste collection plants at our customer’s place.
New product FCN10 condenser is developed to increase our product basket.
New fan rings are developed for 1400 and 1600 dia fans. Benefits are faster production at factory, better product aesthetics and lesser installation time at sites.
Trials are on to develop alternative source of RDF gear box.

Cost reduction

Prefab air washer heights are standardized to reduce wastage of structure pipes and therefore costs savings.
Better and hard negotiations with all suppliers to keep costs down.

Machine Tool Group

1) Installation of CH 160 vertical machining centre for productivity improvement.
2) Introduction of high speed CH 80 vertical machining centre for Die and Mold segment.
3) Introduction of Radial drilling machine, capacity 60 mm.

Batliboi Ltd.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
IV. the expenditure incurred on Research and Development.- Rs. 3.1 lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended 31st March, 2023, Foreign Exchange earnings were Rs. 2035.33 Lakhs and the Foreign exchange outgo was Rs. 539.55 Lakhs

Annual Report 2022-23

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Annexure “D” to the Directors’ Report

Disclosure pursuant to Section 197 (12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the year 2022-2023

for the year 2022-2023
Name of the Directors	Nature of Directorship	Ratio	Percentage increase in remuneration
Mr. Nirmal Bhogilal	Chairman & Whole-Time Director	0.78:1	-
Mr. Sanjiv Joshi	Managing Director	9.36:1	24.36 %
Mr. E. A. Kshirsagar	Non-Executive Independent Director	-	-
Mr. Subodh Bhargava	Non-Executive Independent Director	-	-
Mr. Ameet Hariani	Non-Executive Independent Director	-	-
Mrs. Sheela Bhogilal	Non-Executive Non Independent Director	-	-
Mr. George Verghese	Non-Executive Independent Director	-	-
Mr. Kabir Bhogilal	Whole-Time Director	7.76:1	18.13%
Mr. Ghanshyam Chechani	Chief Financial Officer	NA	8%
Mrs. Pooja Sawant	Company Secretary	NA	17%

The percentage increase in the median remuneration of employees in the financial year: 12.97%
The number of permanent employees on the rolls of company: 327
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in the remuneration of the employees other than the Managerial Personnel is in line with the industry practice and is within the normal range. Further, there is marginal increase in the revenue in comparison with previous year and also reduction in cost due to economy measures under taken.

Affirmation that the remuneration is as per the remuneration policy of the company:

The remuneration is as per the remuneration policy of the Company

For and on behalf of the Board of Directors

Sanjiv Joshi Managing Director (DIN No. 08938810)

Place: Mumbai Date: 26.05.2023

Batliboi Ltd.

Weather such employee is a relative of any director or manager of the company, if so name of the director or manager	NO	Yes Nirmal Bhogilal and Sheela Bhogilal parents of Kabir Bhogilal)	NO	NO	NO	NO	NO	NO	NO	NO
the percent of eq- uity shares held by the employee in the company with the meaning of clause (iii) of sub rule (2)	0.09%	1.58%	0.11%	NIL	NIL	NIL	NIL	NIL	NIL	NIL
The last employ- ment held by such employee before joining the company	Batliboi Environ- mental Engi- neeering Ltd	Associates Con- sultant	Prakash Cottan Mill	Aesa Air Engi- neering Private Limited	JSW Global	-	ATE	Own Business	Travel Food Ser- vices Pvt Ltd	Indian Rayon and Industries ltd
Age of em- ployee	62	42	58	51	54	55	46	50	43	58
Date of Commence- ment of Employment	07-11-2020	01-08-2007	22-01-1990	01-08-2018	23.03.2021	24-10-1989	20-09-2012	01.12.2018	02-01-2020	15-04-1996
Total Experi- ence. (years)	39	20	36	26	25	34	26	25	14	33
Qualifcation and Experience of the employee	B.E. (Mechanical)	B.A.	Dip. in Engg. (Textile)(1986)	BE Electronics, Diploma in Man- agement	B.COM & CA	B.E. (Mechanical)	B Tech. (Textile)	DME	B.Com & C.A.	MBA-Marketing, LLB, Dip in Inter- national Marketing & Exports
Nature of Employ- ment Weather contractual or other- wise	Permanent	Permanent	Permanent	Permanent	Permanent	Permanent	Permanent	Permanent	Permanent	Permanent
Remunera- tion received In Rs.	61,90,800	51,34,800	42,46,251	37,19,725	27,46,380	27,74,532	23,56,757	21,93,460	21,61,140	20,10,342
Designation of the Employee	Managing Director	Whole Time Director	CEO-BTMG	Vice Presi- dent-TAE	CFO	General Man- ager - BAEG	General Man- ager - BTMG	GM - Oper- ation	Assistant General Man- ager-Finance & Accts	Vice President - Corporate Communica- tions
Name Of the Employee	SANJIV JOSHI	KABIR BHOGILAL	SIDHAM A.V.	MANISH KAPOOR	GHANSHYAM CHECHANI	PRAMOD M. KOKATE	RAJKUMAR VISH- NU KATKAR	UDAY KUMAR SHETTY	VISHWAS BANSAL	KABIRAJ KAUSHIK
Sr. No	1	2	3	4	5	6	7	8	9	10

Annual Report 2022-23

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management of Batliboi Limited presents the analysis of performance of your Company for the year ended 2022-2023 and its outlook for the future. This outlook is based on assessment of the current business environment and the expectations, estimates and projections of the Directors and Management of the Company. It may vary due to future economic and political development, both in the Indian and international economies and due to other factors beyond control.

A. PERFORMANCE AND OUTLOOK

Batliboi Textile Engineering Group

Business Structure

The Textile Engineering Group comprises of Air Engineering and Textile Machinery.

Air Engineering Division is a leading manufacturer of complete systems for humidification and waste collection for Textile Spinning, Weaving and Knitting plants.

Textile Machinery Division supplies high quality imported and indigenous machinery from leading global manufacturers to the Spinning, Knitting, Processing and Garmenting Sectors.

Air Engineering Group:

Industry structure and developments

The textile industry was buoyant and was undergoing capacity expansion with some new green field projects. Because of competition and unusual global increase in raw material prices margins remained under pressure.

Opportunities and threats

Opportunities:

The textile industry continues to do well and with introduction of the PLI scheme prospects of business continue to remain satisfactory and encouraging.

The textile industry in Bangladesh, Uzbekistan and nations in South East Asia are also offering good prospects for business.

Threats Risk & Concern:

The industry is dependent on global demand for textiles and cotton prices. Uncertainty of this could have an impact on this industry.

Outlook

With healthy order backlog the Company is optimistic

Internal Control System and their Adequacy

The division has adequate internal controls in place.

Batliboi Ltd.

Textile Machinery Group

BTMG Performance and Outlook

The textile machinery division caters to spinning, knitting and processing requirements of textile industry. The textile industry has done well in the year under review with substantial expansion resulting in large investments. This division received the benefits of this.

- Opportunities, Threats and Outlook.:

Opportunities:

Expected investments in areas of Open End Spinning, Knits Casual wear for both domestic market as well export opportunities.
Increased focus on high productive automated sustainable technologies.
Emerging opportunity due to realignment of global supply chain.

Threats Risk & Concern:

Slow-down in European business due to Russia and Ukraine conflict, investment decisions could be deferred.

Outlook:

We are cautiously optimistic barring any unforeseen circumstances of the above threat and resurgence of the pandemic.

2. Batliboi Machine Tool Group (BMTG)

Business Structure

The Machine Tool Group is engaged in manufacturing, selling/trading, and servicing of various types of metal forming and metal cutting machine tools.

Manufacturing : Batliboi manufactures CNC machines viz. Turning Centers, Vertical Machining Center, Vertical Turning Lathes and Double Column Machining Centers.

Trading : The Company is also engaged as an agency house representing various overseas reputed companies from Czech Republic, Belgium, Italy, Germany, South Korea, China and Taiwan as well local manufacturers of Metal Cutting and Metal Forming machine tools.

BMTG-MTT

Industry structure and developments

Demand for Heavy Machine Tools came down drastically. The competition has also increased in smaller machines as new players have entered the market. However, a bit of upward trend of demand was observed during last few months.

Opportunities, Threats & Outlook

Opportunities

In sectors like fabrication, new entrants have opened up opportunities. The Opportunities have increased for specialized equipment like Isostatic Presses. The slow improvement in demand for heavy-duty machines was observed.

Annual Report 2022-23

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Threats, Risks and concerns

Delay in decision making due to government policies may defer capital expenditure spending. The long time taken by defence sectors in finalizing orders and high amounts of EMD blocked for long periods which has resulted into Principals getting discouraged to participate in tenders.

Performance segment wise or product wise

Improved business demand for metal forming machines and for Isostatic Presses.

Outlook

We are cautiously optimistic for improved demand for heavy metal cutting and forming machine tools as a result because of the improvement in economy and the large spending on infrastructure by the government.

Internal Control system and their adequacy

The division has adequate internal controls in place.

BMTG-MTU

Business Structure

Manufacturing :

Batliboi manufactures CNC machines viz. Turning Centers, Vertical Machining Center, Vertical Turning Lathes and Double Column Machining Centers.

We have decided to also focus on Radial Drilling machine of large capacity in view of demand in infrastructure business.

Developments and Performance

This division was able to improve market share with improvement in quality and introduction of more new models.

For FY 23-24 major investments are being planned in the foundry and machine shop to improve production, productivity and quality

Opportunities,

The Indian economy is projected to grow at 7% in FY 23-24 which augurs well for the manufacturing sector and capital expenditure expansion for engineering industry. With the above initiatives we are hopeful of improving our performance over FY 22-23.

Threats, Risks and concerns

Delay in decision making due to government policies as well as financing available for MSME sector may have an impact on capital expenditure spending.

Internal Control system and their adequacy

The division has adequate internal controls in place.

Batliboi Ltd.

3. Quickmill Inc.

Business Structure;

This 100% subsidiary of the company is headquartered in Peterborough, Canada and is engaged in the manufacture and sale of large size Gantry Drilling & Milling machines. It caters to the global market for the Energy, Structural Steel, Aviation, large equipment manufacturing and Job shop manufacturing sectors.

Development & Performance;

Post pandemic and resumption of travel had positive impact on sales.

Opportunities, threats & Outlook

Barring any further disruptions from any further waves of the Pandemic and any further impact to the economy due to Russia Ukraine conflict, the company expects to improve its performance as demand for capital goods has improved.

For Financial Year 2023-24 forecast for North America (which is the Company’s main market) is positive with active projects for both drilling and milling. Key sectors include heat transfer, job shops and steel service centres.

Internal Control system and their adequacy

There is adequate internal controls system in place.

B. HUMAN RESOURCES / INDUSTRIAL RELATIONS

The total number of permanent employees in the Company was 327 as on 31st March, 2023.

The Company has in place Health, Safety and Environment policy for its manufacturing operations. The same is reviewed by the Board from time to time and appropriate actions are taken as directed.

Sr No	Summary of Training Program (2022-2023)
1	Fixed Term Employment & Contracts Law, Procedure & Practice
2	Disciplinary Proceeding & Domestic Enquiry
3	First Aid Training
4	Positive attitude & Leadership Skill
5	Positive attitude & Leadership Skill
6	Basic Hazard & Precaution during Furnace Operation & Take preventive Action
7	Basic Electrical Safety
8	Hazard during Working at Height
9	Safe EOT Operation

Annual Report 2022-23

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CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance for the financial year ended 31st March, 2023 containing, inter-alia, the matters as specified in Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented hereunder:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance helps to serve corporate purposes by providing a framework within which stakeholders can pursue the objectives of the organization most effectively. The Company’s philosophy on Corporate Governance is aimed at strengthening the confidence of the shareholders in the Company and building a long term relationship of trust with them by maintaining transparency and periodical disclosures. The Company believes in maintaining high standards of quality and ethical conduct in its operations.

The Company’s Philosophy on Corporate Governance envisages the attainment of the high level of transparency and accountability in the functioning of the Company and the conduct of its business internally and externally, including its interaction with employees, shareholders, deposit-holders, creditors, consumers, institutional and other lenders and places due emphasis on regular compliance.

2. BOARD OF DIRECTORS

The Board of Directors (the “Board”) of the Company is broad-based and consists of eminent individuals from industry, management, technical, financial, and legal field. The Company is managed by the Board of Directors in co-ordination with the Senior Management team. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with statutory as well as business requirements.

The Board comprises of an optimum combination of Executive, Non - Executive, Independent and Women Director as required under Companies Act, 2013 and Listing Regulations. As on 31st March, 2023, the Board comprises of eight (8) Directors, out of which Four (4) are Non - Executive Independent Directors, one (1) is non - executive woman director and three (3) are Executive Directors. The Chairman of the Board is an Executive Director.

The Composition, category, other Directorships and Committee memberships held by them are as under:

Name of Director	Category	*Directorship(s) held in other Indian Public Ltd Companies including Batliboi Ltd	*No. of* membership of Board Committees**	*No. of* Board Committees for which Chair-person**	No. of Shares held
Mr. Nirmal Bhogilal (DIN: 00173168)	Promoter Executive/ Chairman	3	2	2	1,17,29,713
Mr. Sanjiv Joshi (DIN: 08938810)	Executive/ ManagingDirector	3	1	0	26,667
Mr. Subodh Bhargava (DIN: 00035672)	Non-Executive/ Independent	1	1	0	-
Mr. Ameet Hariani (DIN: 00087866)	Non-Executive/ Independent	8	5	2	-

Batliboi Ltd.

Batliboi Ltd.
Name of Director	Category	*Directorship(s) held in other Indian Public Ltd Companies including Batliboi Ltd	*No. of* membership of Board Committees**	*No. of* Board Committees for which Chair-person**	No. of Shares held
Mr.Eknath Kshirsagar (DIN: 00121824)	Non-Executive/ Independent	2	1	2	-
Mrs. Sheela Bhogilal (DIN: 00173197)	Promoter/ Non-Executive	2	0	0	8,41,022
Mr. George Verghese (DIN: 00173251)	Non-Executive/ Independent	1	0	0	-
Mr. Kabir Bhogilal (DIN: 02692222)	Executive/ Whole Time Director	4	1	0	4,54,176

Note: *Excludes directorship in Private Companies, foreign companies, companies incorporated under Section 8 of the Companies Act, 2013 and alternate directorships.

**For the purpose of considering the limit of Committee Memberships and Chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of Public Companies have been considered including Batliboi Limited. Committee Membership(s) & Chairmanship are counted separately.

Name of other listed entities where Directors of the Company are Directors and the category of Directorship:

Sr. No	Name of Director	Name of listed entities in which the concerned Director is a Director	Category of Directorship
1.	Mr. Nirmal Bhogilal (DIN: 00173168)	Solara Active Pharma Sciences Ltd	Non-Executive Independent Director
		Eimco Elecon (India) Ltd	Non-Executive Independent Director
2.	Mr. Sanjiv Joshi (DIN: 08938810)	-	-
3.	Mr. Subodh Bhargava (DIN: 00035672)	-	-
4.	Mr. Ameet Hariani (DIN: 00087866)	Ras Resorts & Apart Hotels Ltd.	Non-Executive Independent Director
		Mahindra Lifespace Developers Ltd.	Non-Executive Independent Director
		Mahindra Logistics Limited	Non-Executive Independent Director
5.	Mr.Eknath Kshirsagar (DIN: 00121824)	Hawkins Cookers Ltd.	Non-Executive Independent Director
6.	Mrs. Sheela Bhogilal (DIN: 00173197)	-	-
7.	Mr. George Verghese (DIN: 00173251)	-	-
8.	Mr. Kabir Bhogilal (DIN: 02692222)	-	-

Annual Report 2022-23

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No Director is inter-se, related to any other director on the Board except Mr. Nirmal Bhogilal, Mrs. Sheela Bhogilal, who are related to each other as spouse and as parents to Mr. Kabir Bhogilal. No Director holds directorship in more than 20 companies or in more than 10 public companies.

Attendance of each Director at the Board Meetings and the Last Annual General Meeting.

During the year ended 31st March, 2023, Four (4) Meetings of the Board of Director were held respectively on 27th May, 2022, 12th August, 2022, 5th November, 2022, and 10th February, 2023

Details of attendance of the directors at Board Meeting held in F.Y. 2022-23 and last Annual General Meeting held on 12th August, 2022.

Sr. No.	Name of Director	No. of Board Meetings attended	AGM held on 12th August, 2022
1.	Mr. Nirmal Bhogilal	4	Present
2.	Mr. Sanjiv Joshi	4	Present
3.	Mr. Ameet Hariani	4	Present
4.	Mr. EknathKshirsagar	4	Present
5.	Mr. Subodh Bhargava	4	Present
6.	Mr.George Verghese	4	Present
7.	Mrs.Sheela Bhogilal	3	Present
8.	Mr. Kabir Bhogilal	4	Present

Skills / Expertise / Competencies of the Board of Directors

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:

i) Knowledge on Company’s businesses, policies and culture (including the Mission, Vision and Values),
major risks / threats and potential opportunities and knowledge of the industry in which the Company operates
ii) Behavioral skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company
iii) Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,

iv) Financial and Management skills

v) Technical / Professional skills and specialized knowledge in relation to Company’s business

Batliboi Ltd.

Given below is a list of core skills, expertise and competencies of the individual Directors:

Sr. No.	Name of Director	Knowledge on Company’s businesses, policies and culture knowledge of the industry	Behavioral skills	Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,	Financial and Management	Technical / Professional skills
1.	Mr. Nirmal Bhogilal	√	√	√	√	√
2.	Mr. Sanjiv Joshi	√	√	√	√	√
3.	Mr. Ameet Hariani	√	√	√	√	√
4.	Mr. Eknath Kshirsagar	√	√	√	√	√
5.	Mr. Subodh Bhargava	√	√	√	√	√
6.	Mr.George Verghese	√	√	√	√	√
7.	Mrs.Sheela Bhogilal	√	√	√	√	√
8.	Mr. Kabir Bhogilal	√	√	√	√	√

Board procedures

Before each meeting, the Company sends to the Board of Directors, Agenda for the meeting, along with Minutes of Board/Committee meetings, comprehensive notes and information which is material for facilitating effective discussion and decision making at their meetings. Apart from this, financial MIS containing details of annual operating plans, budgets, updates, capital expenditure budgets and updates and other material information is presented as set out in Regulation 17 read with Part A of Schedule II of Listing Regulations to the Board and the Board Committees. The same are reviewed at length by the Board.

3. INDEPENDENT DIRECTORS

Independent Directors play an important role in the governance process of the Board. They bring together their expertise and experience on the deliberations of the Board which enriches the decision making process of the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The Independent Directors of the Company have been re-appointed for the consecutive period of five years commencing from 1st August, 2019 except Mr. George Verghese have been re-appointed for the consecutive period of five years commencing from 9th August, 2021. All the Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. The terms and conditions for appointment of independent directors and a sample letter of appointment issued to them are posted on the Company’s website: www.batliboi.com.

Annual Report 2022-23

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Familiarization Program for Independent Directors:-

The Company familiarises its independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The Company has also formulated a policy on Familiarisation Program for Independent Director which is published on the website of the Company and can be accessed through the website www.batliboi.com.

Meeting of Independent Directors:-

The meeting of Independent Directors was held on 10th February, 2023 inter-alia to,

Review the performance of Non - independent directors and Board of director as a whole; including committees of the Board.
Review the performance of the Chairperson.
Assess the quality, quantity and timeliness of flow of information between management and board of directors;

Mr. Eknath Kshirsagar, Mr. Subodh Bhargava, Mr. Ameet Hariani and Mr. George Verghese were present in the meeting.

4. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

Audit Committee of the Company comprises of three Independent Directors. The Company Secretary of the Company acts as a Secretary to the Committee. The Composition of the Audit Committee and the details of meetings attended by the Committee members during the financial year ended 31st March, 2023 are given below:

Sr. No.	Name of the Member	Nature of membership	No. of Meetings during the fnancial Year 2022-2023	No. of Meetings during the fnancial Year 2022-2023
			Held	Attended
1.	Mr. E. A. Kshirsagar	Chairman	4	4
2.	Mr. Subodh Bhargava	Member	4	4
3.	Mr. Ameet Hariani	Member	4	4

The Committee invites the Managing Director, Whole Time Director, Chief Financial Officer Statutory Auditor and Internal Auditor to attend the meeting. The members of the Audit Committee are financially literate and have experience in financial management. During the year ended 31st March, 2023, four (4) Audit Committee meetings were held on 27th May, 2022, 12th August, 2022, 5th November, 2022, and 10th February, 2023. The Company Secretary acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee includes the following:

Overseeing the Company’s financial reporting process and the disclosure of its financial Information to ensure that the financial statements are correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Batliboi Ltd.

Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the board for approval, with particular reference to:
a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report;
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
Reviewing and monitoring the auditor‘s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the listed entity with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the listed entity, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Annual Report 2022-23

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Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the whistle blower mechanism;
Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
To carry out any other function as is mentioned in the terms of reference of the audit committee.
To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision
To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results of operations;
(2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
(3) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(4) Internal audit reports relating to internal control weaknesses; and
(5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(6) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

Reviewing the utilization of loans and/ or advances from/ investment by the holding Company in the subsidiary exceeding Rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.
consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is governed by the provisions of Regulation 20 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Batliboi Ltd.

Functions

The Committee meets to approve inter alia, transfer / transmission of shares, issue of duplicate share certificates and for considering and resolving the grievances of security holders of the company including redressal of investor complaints such as transfer or credit of securities, non- receipt of dividend / notice / annual reports, etc. and reviewing the following:

Resolving the grievances of the security holders of the Company
Review of measures taken for effective exercise of voting rights by shareholders
Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent
Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Details of share transfers / transmissions approved by the Committee are placed at the Board Meetings from time to time. The Company maintains continuous interaction with the Registrar & Share Transfer Agents and takes proactive steps and actions for resolving complaints/queries of the shareholders/investors and also takes initiative in solving critical issues.

The Committee consists of three members and is chaired by a Non-Executive Independent Director.

Composition and meetings attended:

The Composition of the Committee and the number of meetings attended by the Committee members during the year ended 31st March, 2023 are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings during the fnancial Year 2022-23	No. of Meetings during the fnancial Year 2022-23
			Held	Attended
1.	Mr. Ameet Hariani	Chairman	4	4
2.	Mr. Nirmal Bhogilal	Member	4	4
3.	Mr. Sanjiv Joshi	Member	4	4

During the year ended 31st March, 2023, Four (4) Stakeholders Relationship Committee meetings were held. The days on which the said meetings were held are as follows:

27th May, 2022, 12th August, 2022, 5th November, 2022, and 10th February, 2023.

Annual Report 2022-23

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Statement of various complaints received and resolved during the financial year 2022-23 is as follows:

Nature of Complaint	Opening balance as on April 01, 2022	Received during the year.	Resolved during the year	Closing Balance as on 31.03.2023
Non receipt of share certificates sent for Transfer, Demat, Deletion of name, Transmission, Transposition, Consolidation of folios & Share certificates / Non Receipt of Exchange certificates/dividend warrants	NIL	0	0	NIL

Compliance Officer:

Ms. Pooja Sawant, Company Secretary of the Company acts as the Compliance Officer of the Company.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Independent Directors.

The Composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings held during the fnancial Year 2022-2023	No. of Meetings held during the fnancial Year 2022-2023
			Held	Attended
1.	Mr. E. A. Kshirsagar	Chairman	3	3
2.	Mr. Subodh Bhargava	Member	3	3
3.	Mr. George Verghese	Member	3	3

During the year ended 31st March, 2023, Three (3) Nomination and Remuneration Committee meetings were held on 27th May, 2022, 5th November, 2022, and 10th February, 2023.

The broad terms of reference of the nomination and remuneration committee includes:

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommending a policy to the Board, relating to the remuneration for the Directors, Key Managerial Personnel and other employees
For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.

Batliboi Ltd.

Devise a policy on Board diversity.
Formulation of criteria for evaluation of performance of independent directors and the board of directors;
Recommend to the Board appointment of Key Managerial Personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this Committee).
Oversee familiarization programmes for directors.
Grant of stock option to the eligible employees
Administering the Employee Stock option Plan of the Company.
Recommend to the board, all remuneration, in whatever form, payable to senior management.
Exercising the powers and performing the duties as prescribed under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Nomination & Remuneration Policy

The Nomination and Remuneration policy was revised on 30th January, 2016 in line with Part D Schedule II of SEBI (Listing Obligation & disclosure Requirements) Regulations, 2015

The compensation of the Managing Director, Chairman and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee and is approved by the Board. It is directed towards rewarding performance based on review of achievements.

The Main objective of the Nomination & Remuneration policy is:

Determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;
Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;
Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and
Evaluation of the performance of the Board and its constituents. The key principles governing this Remuneration Policy are, as follows:

Employees Stock Option Plan

Pursuant to the resolution passed by the members at the Extra-Ordinary General Meeting held on 13th December, 2011, the Company had formulated Employees Stock Option Plan (ESOP) with a view to encourage the employees to participate in the growth of the Company. The options reserved under ESOP were 28,68,255.

During the year 64,999 options lapsed which were added back to the option reserved under ESOP. Option to be vested in future as on 31st March, 2023 is 9,30,004. Further, the Nomination and Remuneration Committee had granted 8,30,000 Options and 1,69,998 shares have been allotted under ESOP in the Financial Year 2022-23.

Annual Report 2022-23

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Criteria of making payment to Non-Executive Directors of the Company

Company only pays sitting fees to its Non-Executive Directors (NEDs).Sitting Fees for attending Board Meeting and various Committee Meetings of the Company:

Particulars	Board Meeting	Audit Committee Meeting and Nomination and Remuneration Committee	Stakeholders Relationship Committee and Executive Committee
Sitting Fees	Rs. 15,000	Rs. 10,000	Rs. 5,000

The Company also reimburses out of pocket expenses incurred by the Directors for attending meetings.

Pecuniary Relationship with the Non-Executive Directors:

None of the Non-Executive Directors has any pecuniary relationship or transaction with the Company.

Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31st March, 2023 are given below:-

Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the fnancial year ended 31st March, 2023 are given below:-
(Figures in Rs.)
Name of the Director	Salary including perquisite*	Benefts	Commission	Sitting Fees	Details of fxed component and performance linked incentives, along with the performance criteria	stock option details	Total	Service contract/ Notice period/ Severance fees
Mr. Nirmal Bhogilal	5,14,518	-	-	-	-	-	5,14,518	Five years contract and Notice Period Six months.
Mr. Sanjiv Joshi	61,90,800	-	-	-	-	1,00,000	61,90,800	Five years contract and Notice Period Six months.
Mr. Eknath Kshirsagar	-	-	-	1,30,000	-	-	1,30,000	For a term of upto five consecutive years.
Mr. Subodh Bhargava	-	-	-	1,30,000	-	-	1,30,000	For a term of upto five consecutive years.
Mr. Ameet Hariani	-	-	-	1,20,000	-	-	1,20,000	For a term of upto five consecutive years.

Batliboi Ltd.

Mr. George Verghese	-	-	-	90,000	-	-	90,000	For a term of upto five consecutive years.
Mrs. Sheela Bhogilal	-	-	-	45,000	-	-	45,000	Liable to retire by rotation.
Mr. Kabir Bhogilal	51,34,800	-	-	-	-	-	51,34,800	Five years contract and Notice Period Six months.

The perquisites include retirement benefits also.

Performance Evaluation of the Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out the annual performance evaluation of independent directors in the Board meeting held on 26th May, 2023. A structured questionnaire was prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance for the performance evaluation of Independent directors.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board has carried out performance evaluation of its own, evaluation of working of the committees & performance of all the Directors in the aforesaid manner.

D. EXECUTIVE COMMITTEE

The Composition of the Committee and the number of meetings attended by the Committee members during the year ended 31st March, 2023 are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings during the fnancial Year 2022-2023	No. of Meetings during the fnancial Year 2022-2023
			Held	Attended
1.	Mr. Nirmal Bhogilal	Chairman	10	10
2.	Mrs. Sheela Bhogilal	Member	10	10
3.	Mr. Sanjiv Joshi	Member	10	10
4.	Mr. K K Shah	Member	10	10

During the year ended 31st March, 2023, Ten (10) Executive Committee meetings were held. The days on which the said meetings were held are as follows:

24[th ] May, 2022, 23rd June, 2022, 2nd July, 2022, 9th August, 2022, 12th October, 2022, 18th November, 2022, 1st December, 2022, 3rd January, 2023, 14th March, 2023 and 31st March, 2023.

Terms of Reference of the Executive Committee:

a. To borrow money / Inter - Corporate Deposits.
b. To grant loans or give guarantee or provide security in respect of loans
c. To give authorization to execute/register the agreement/document of any nature
d. To issue Specific Power of Attorney
e. To authorize to appear, file, submit, execute any prescribed document/agreement to statutory/regulatory/ judicial or equivalent authorities

Annual Report 2022-23

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f. To allot shares and issue share certificates
g. To authorize to apply/execute for any kind of regulatory/statutory licenses/approvals.
h. To authorize to transfer unpaid dividend to IEPF
i. To authorize officials to appear before court / tribunal or any other authority on behalf of the company.
j. Any other matter which can be delegated to the Executive Committee

The Committee consists of four members and is chaired by Executive Director.

E. SHARE TRASNFER COMMITTEE

The Committee deals with various matters relating to share transfers, transmission, issue of duplicate share certificates, change transposition/deletion of name, split sub-divide and consolidation of shares, re-materialisation of shares. The Share Transfer Committee meetings are held as and when required to approve the said matters.

approve the	said matters.
Sr. No.	Name of the Member	Designation	No. of Meetings during the fnancial Year 2022-2023
			Held	Attended
1.	Mr. Nirmal Bhogilal	Chairman	8	8
2.	Mr. Sanjiv Joshi	Member	8	8

During the year ended 31st March, 2023, Eight (8) Share Transfer Committee meetings were held. The days on which the said meetings were held are as follows:

23rd May, 2022, 23rd June, 2022, 13th September, 2022, 30th September, 2022, 18th November, 2022, 28th November, 2022, 19th January, 2023, and 23rd February, 2023.

5. GENERAL BODY MEETINGS:

Location and time, where last three Annual General Meetings were held are given below:

Financial Year	Date	Location of the Meeting	Time
2021- 2022	12th August, 2022	Through Video Conferencing	4.00 P.M.
2020-21	06th August, 2021	Through Video Conferencing	3.00 P.M
2019-20	03rd September, 2020	Through Video Conferencing	3.00 P.M

During the year, following special resolutions were passed:
Revision in remuneration of Mr. Kabir Bhogilal as Whole Time Director of the Company
Approval of Material Related Party Transactions to be entered into by the Company with Batliboi Environmental Engineering Limited
At the AGM held on 6th August, 2021, following special resolution were passed
Re-appointment of Mr. Nirmal Bhogilal (DIN: 00173168) as a Whole-Time Director
Re-appointment of Mr. George Verghese (DIN: 00173251) as an Independent Director of the Company
Appointment of Mr. Sanjiv Joshi (DIN: 08938810) as a Managing Director

Batliboi Ltd.

At the AGM held on 03rd September, 2020, following special resolutions were passed:
To create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the Company
At the AGM held on 31[st] July, 2019, following special resolutions were passed:
Re-appointment of Mr. Ameet Hariani (DIN:00087866) as an Independent Director of the Company
Re-appointment of Mr. Eknath Kshirsagar (DIN: 00121824) as an Independent Director of the Company
Re-appointment of Mr. Subodh Bhargava (DIN: 00035672) as an Independent Director of the Company
Re-appointment of Mr. Vijay Kirloskar (DIN: 00031253) as an Independent Director of the Company
No Extraordinary General Meeting was held during the period under review.
In the year 2021-22, following resolutions were passed by way of Postal Ballot:
Appointment of Mr. Kabir Bhogilal (DIN: 02692222) as a Whole Time Director

The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated February 10, 2023 for alteration of Object Clause of the Memorandum of Association of the Company, which was duly passed and the results of which were announced on April 13, 2023. D.S. Momaya & Co. LLP., Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process only by voting through electronic means (remote e-voting) in a fair and transparent manner.

Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the Circular No (1) 11/2020 dated March 24, 2020, (2) No 14/2020 dated April 8, 2020, (3) No 17/2020 dated April 13, 2020, (4) No 20/2020 dated May 5, 2020 (5) No 22/2020 dated June 15, 2020, (6) No. 33/2020 dated September 28, 2020, (7) No.39/2020 dated December 31, 2020, (8) No.10/2021 dated June 23, 2021 and (9) No.20/2021 dated December 08, 2021, (10) No 03/2022 dated May 5, 2022 and (11) No 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs.

6. MEANS OF COMMUNICATION:

The quarterly, half-yearly and annual results are uploaded on the stock exchange website and also on the website of the Company www.batliboi.com. The results are also published in newspaper as under:

Year Ended 31st March 2023	The Free Press Journal and Navshakti
Quarter / Nine Months ended 31st December, 2022	The Free Press Journal and Navshakti
Quarter / Halfyear ended 30th September, 2022	The Free Press Journal and Navshakti
Quarter Months ended 30th June, 2022	The Free Press Journal and Navshakti

Annual Report 2022-23

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Website of the Company;

The separate section of investor relation on the Company’s website www.batliboi.com has been provided, where information on quarterly, half yearly and yearly compliances are available. The Annual Report is also available on website of the Company.

7. GENERAL SHAREHOLDER INFORMATION:

i) Annual General Meeting : Date and Time: 28th July, 2023 at 4.00 p.m. through Video Conferencing ii) Financial Year : 12 months ended 31st March, 2023 iii) Dividend Payment date : N.A iv) Stock Exchange : BSE Limited P. J. Towers, Dalal Street, Mumbai - 400001 v) Stock Code : 522004 vi) Registered Office : Bharat House, 5 Floor, 104, Bombay Samachar Marg, Fort, Mumbai – 400 001. vii) Date of Book Closure : Saturday, 22nd July, 2022 to Friday, 28th July, 2022 (both days inclusive) viii) Listing : Company’s Equity shares are listed on BSE Ltd.P. J. Towers, Dalal Street, Mumbai - 400001. : The Company has paid Annual Listing fees to BSE Limited and Annual Custodian fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited CDSL for the Financial Year ended 31st March, 2023.

ix) Demat ISIN Number in NSDL / : INE 177C01022 CDSL for Equity Shares.:

x) Scores : The Company is registered with SEBI Scores.

xi) Market Price Data : During the year ended 31 March, 2023, the highest market price

and the lowest price for the Company’s equity shares of face value of Rs.5/- recorded on BSE Ltd. were as follows:

Price Range

(Rs.)

Price Range Rate(Rs.)	Price Range Rate(Rs.)	Price Range Rate(Rs.)
BSE
Month	High Price	Low Price
April, 2022	50.00	41.25
May, 2022	43.00	34.00
June, 2022	37.60	28.00

Batliboi Ltd.

Batliboi Ltd.
July, 2022	45.00	32.20
Aug, 2022	43.00	35.20
Sept, 2022	45.00	37.00
Oct, 2022	42.50	36.00
Nov, 2022	68.00	37.15
Dec, 2022	65.00	45.15
Jan, 2023	73.50	47.15
Feb, 2023	74.20	57.45
Mar, 2023	72.85	51.25

Monthly high low (BSE)

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i) Distribution of Shareholding as on 31st March 2023

Sr. No.	Shares Range	Shares Range	Shares	% To Capital	No. Of Holders	% to total
	From	To
1	1	1000	1591530	5.51	9277	94.37
2	1001	2000	377247	1.31	239	2.43
3	2001	4000	397047	1.38	136	1.38
4	4001	6000	309158	1.07	61	0.62
5	6001	8000	106836	0.37	15	0.15
6	8001	10000	254871	0.88	27	0.28
7	10001	20000	499364	1.73	33	0.34
8	20001	And above	25349828	87.76	42	0.43
	TOTAL		28885881	100.00	9830	100.00

Annual Report 2022-23

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ii) Shareholding Pattern as on 3 1 [st] March 2023 (Face Value Rs.5/-)

Shareholding Pattern as on 3~~1~~st March 2023 (Face Value Rs.5/-)
Category	No. of Shares	%
(A) Promoter and Promoter Group	21510567	74.47
(B) Public
(1) Bodies Corporate	7,30,110	2.53
(2) Mutual Funds
(3) Financial Institutions/Banks	800	0.01
(4) Insurance Companies	0	0.00
(5) Foreign Investors (FIIs/NRIs/OCDs/ Foreign Bank/ Foreign Corporate Bodies)	898047	3.10
(6) AnyOther	5746357	19.90
Sub Total Public(B)	7375314	25.53
Total(A) +(B)	28885881	100

iii) Registrar and Transfer Agents : Datamatics Business Solution Ltd., Plot No. B-5, Part B, Cross Lane, MIDC Marol, Andheri (East) Mumbai 400093. Tel no: 66712001 iv) Share Transfer System : Transfer of Shares held in Physical form is processed by Datamatics Business Solution Ltd and approved by the Managing Director or the Company Secretary pursuant to powers delegated by the Board of Directors. v) Dematerialization of Shares : The Shares of the Company have been put on Compulsory Demat. As on 31st March 2023, 1.73% shares are in physical form vi) Outstanding GDR/ ADR : NIL vii) Commodity price risk or foreign exchange risk and hedging activities : NO viii) Plant Location : P. O. Fateh Nagar, Surat Navsari Road, Udhna 394 220. ix) Address for Correspondence : Bharat House, 5[th] Floor 104, Mumbai Samachar Marg Fort, Mumbai 400001 Email id:- [email protected] Telephone: 66378200 / 256 Website:- www.batliboi.com

Batliboi Ltd.

x) Performance in comparison to broad-based indices

“Table A”

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“Table B”

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Performance in comparison to Broad-Based indices can be understood from Table A and Table B

xi) Commodity price risk or foreign exchange risk and hedging activities:

The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given.

8. OTHER DISCLOSURES:

a. Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;

Annual Report 2022-23

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All the transactions entered during the financial year 2022-23 were in ordinary course of business and pricing was done on arm’s length basis. .

The Audit Committee, during the financial year 2022-23 has approved the related party transaction along with granting omnibus approval in line with the related party policy approved.

The Audit Committee reviews on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval granted. Pursuant to the Regulation 23 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Company has formulated a policy on Related Party Transaction which is published on the website of the Company at www.batliboi.com.

There were no materially significant transactions with related parties during the year which were in conflict with the interest of the Company. Suitable disclosure has been made in the notes to the financial statements.

b. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;

There were no strictures or penalties were imposed on the Company by the Stock Exchange or the board or any statutory authority, on any matter related to Capital Market.

c. Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;

With a view to maintain the high standards of transparency in Corporate Governance and in compliance with the Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Company has adopted Whistle blower policy and effective vigil mechanism system.

The Whistle blower mechanism enables employees and Directors to raise their concerns about any malpractice, impropriety or abuse at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. The policy is intended to encourage and enable the employees and Directors to raise concerns within the Company than overlooking the issues keeping the organizations’ interest in mind. The details of the policy are posted on the website. www.batliboi.com

A Committee has been constituted which looks into the complaints raised and has not received any complaint for the financial year 2021-22. The Committee reports to Audit Committee and the Board.

d. Subsidiary Companies

The Company has 3 subsidiaries namely Queen Project (Mauritius) Ltd, Quickmill Inc., and 760 Rye Street Inc.

Pursuant to the Regulation 24 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Company has adopted a policy for determining “material subsidiary” which is published on the website of the Company at www.batliboi.com.

Further the Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board Meetings of the Company and the Copies of the Minutes of the Board Meetings of Subsidiary are tabled at the subsequent Board Meeting of the Company.

Batliboi Ltd.

e. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements;

The Company has complied with all the applicable mandatory requirements relating to Corporate Governance under the Listing Regulations.

The status of adoption of Non - mandatory requirement provided under Schedule II (E) of the Listing Regulation is as below;

i. The Board

This Clause is not applicable to the Company as the Chairman of the Board is an Executive Director.

ii. Shareholder Rights

The Company publishes its quarterly/half yearly and annual financial results in English and Marathi newspapers. The financial results and significant events, if any, are communicated by the Company to the Stock Exchanges and are also uploaded on its website i.e. www.batliboi.com

iii. Modified opinion(s) in audit report

The Auditors report is with unmodified opinion.

iv. Separate posts of Chairman and Chief Executive Officer (CEO)

The Company is having Executive Chairman Mr. Nirmal Bhogilal and Mr. Sanjiv Joshi as Managing Director.

v. Reporting of Internal Auditor

The Company has appointed M/s CNK & Associates Chartered accountant as Internal Auditor of the Company report directly to the Audit Committee of the Company for the financial year 2022-2023.

f. The Company has laid down the procedures to inform Board Members about the risk assessment and minimization procedures. The Board is periodically informed about business and other risks and its minimization procedures. Further there are no disclosures to be made with regards to commodity price risks and commodity hedging activities.
g. The Quarterly Report on Corporate Governance Report, Statement of Investor Complaints, Shareholding pattern and financial results are posted on the Company’s website www.batliboi.com
h. A certificate from a Company Secretary in practice has been received stating that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority.
i. During the year, details of fees paid/payable to the Statutory Auditors and all entities in the network firm/ network entity of which the Statutory Auditor is a part, by the Company and its subsidiaries, are given below:

Annual Report 2022-23

Annua	Annua	Annua	Annua
(in Lakhs)
Particulars	By the Company*	By the Subsidiaries*	Total Amount
Audit Fees	44.33	-	44.33
Tax Matters	-	-	-
Certification	4.92	-	4.92
Reimbursement	-	-	-
Other Services	-	-	-
Total	49.25	-	49.25

*The above fees are exclusive of applicable tax.
j. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder, including constitution of the Internal Complaints Committee (ICC). The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is available on the Company’s website at www.batliboi.com.

Status of complaints as on 31st March 2023:

Number of complaints filed during the financial year
Number of complaints disposed off during the financial year
Number of complaints pending at the end of the financial year

: NIL : NIL : NIL

k. The Company has complied with all the requirements of corporate governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
l. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount’:

	Particulars	Amount
a.	Loan and advances by Batliboi Ltd. to firms/companies in which directors are interested	Nil
b.	Loan and advances by Subsidiaries of Batliboi Ltd. to firms/ companies in which directors are interested
(i)	Quickmill Inc.	Nil
(ii)	760Rye Street Inc.	CAD 4,56,000

9. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, your Company has adopted a code of conduct to regulate, monitor and report trading by designated persons and their immediate relatives for prevention of Insider Trading in the shares of the Company. The code is available on the website of the Company at www.batliboi.com

Batliboi Ltd.

This code prohibits the purchase or sale of Company’s shares by the Director’s, designated employees and connected persons, while in possession of unpublished price sensitive information in relation to the Company when the trading window is closed.

All the Board of Directors, designated employees and connected persons have affirmed their compliance with the Code.

10. CEO / CFO CERTIFICATION :

The MD and the CFO of the Company have submitted their Compliance Certificate to the Board of Directors in terms of Regulation 17(8) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) which is provided in this report.

11. RISK MANAGEMENT

The Company has procedures to inform Board of Directors about risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through the means of properly defined framework.

12. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

As required by Schedule V of the Listing Regulations, the Auditor certificate on corporate governance is attached to this report.

13. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company’s share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Reconciliation of Share Capital Audit Report in terms of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 obtained form M/s. D.S. Momaya & Co. LLP., Practicing Company Secretaries, Navi Mumbai is filed with BSE Limited within the time specified in the regulations and is also placed before the Board of Directors for their noting.

14. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all the Board Members and Senior Management of the Company which is posted on the website of the Company. As per the requirement of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Board Members and Senior Management have affirmed compliance with the Code of Conduct.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the employees in their business dealings and in particular on matters relating to integrity in work place, in business practices and in dealing with stakeholders.

For and on behalf of the Board of Directors

SANJIV JOSHI Managing Director (DIN: 08938810)

Annual Report 2022-23

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To The Board of Directors, Batliboi Limited

CERTIFICATE (Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015)

We, the undersigned in our respective capacities as Managing Director and the Chief Financial Officer of Batliboi Limited (“the Company”) to the best of our knowledge and belief hereby certify that:

a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31[st] March, 2023 and that to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading;
ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative to the Code of Conduct adopted by the Company.
c. We hereby declare that all the members of the Board of Directors have confirmed compliance with the Code of Conduct of the Company.
d. We are responsible for establishing and managing internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to the financial reporting of the Company and we have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.
e. We have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:
i. Significant changes, if any, in internal control over financial reporting during the year;
ii. Significant changes, if any, in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Company’s internal control system over the financial reporting.

Yours Faithfully,

For Batliboi Limited For Batliboi Limited

Sanjiv Joshi Ghanshyam Chechani Managing Director Chief Financial Officer Place: Mumbai Date: 26.05.2023

Batliboi Ltd.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of Batliboi Limited, Bharat House, 5[th] floor, 104 B. S. Marg Fort Mumbai - 400001.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of BATLIBOI LIMITED , having CIN L52320MH1941PLC003494 and having registered office at BHARAT HOUSE 5TH FLOOR104 B S MARG FORT MUMBAI MH 400001 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA).

Details of Directors:

Sr. No	Name of Director	DIN	Date of appointment in company
1	Ameet Pratapsinh Hariani	00087866	17/10/2003
2	Eknath Atmaram Kshirsagar	00121824	22/04/2004
3	Nirmal PratapBhogilal	00173168	06/09/1973
4	Sheela Nirmal Bhogilal	00173197	27/08/2014
5	George Verghese	00173251	20/12/1999
6	Kabir Nirmal Bhogilal	02692222	11/02/2022
7	Sanjiv Harischandra Joshi	08938810	07/11/2020
8	Subodh Kumar Bhargava	00035672	22/04/2004

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Date: 26/05/2023 Place: Navi Mumbai

For D.S. MOMAYA & CO. LLP, Company Secretaries FRN NO: L2022MH012300

CS Divya Momaya Designated Partner FCS No.7195, CP No.7885 UDIN: F007195E000455643

Annual Report 2022-23

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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members The Batliboi Limited.

INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

This certificate is issued in accordance with the terms of our engagement with Batliboi Limited. (‘the Company’).
We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31[st] March 2023, as per Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (the ‘Listing Regulations’).

MANAGEMENTS’ RESPONSIBILITY

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

AUDITOR’S RESPONSIBILITY

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC), Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Batliboi Ltd.

OPINION

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (the ‘Listing Regulations’).
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Mukund M. Chitale & Co Chartered Accountants

Firm Reg. No. 106655W

A. V. Kamat

Partner M. No. – 039585

Place: Mumbai Date: 26[th] May 2023 UDIN: 23039585BGXBMA9763

Annual Report 2022-23

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INDEPENDENT AUDITOR’S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Standalone Ind AS Financial Statements

1. Opinion

We have audited the Standalone Ind AS financial statements of Batliboi Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March , 2023, the profit and total other comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Ind AS financial statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters

We have determined the matters described below to be the key audit matters to be communicated in our report.

Batliboi Ltd.

Sr. No.	Key Audit Matter	How our audit addressed the key audit matter
1)	Evaluation of Impairment of Investment made in Subsidiary– The Company has made investment in equity and preference shares of its wholly owned subsidiary Queen Project Mauritius Limited. It had impaired the investment in the subsidiary on the date of transition to Ind AS in view of the losses in its subsidiaries. The management has tested the impairment of its investment in subsidiaries as per Ind AS 109 -Financial Instruments as at 31st March 2023. Based on internal analysis and estimation of the projected cash flows of its Step-down subsidiary Companies Quickmill Inc. and 760 Rye Street Inc. located in Canada, the Company has not made any further impairment to the carrying amount of the investment value as at 31stMarch 2023.	Our Audit Approach: a) Focused our testing on the impairment of investment in subsidiary and the key assumptions and estimates made by management. b) Audit procedures included an assessment of the controls over the impairment assessment process, evaluated the design of internal controls relating to the testing of impairment of assets and also tested the operating effectiveness of the aforesaid controls. . c) Obtained understanding of management’s estimation of recoverable amount of investment in subsidiary which have been determined by value in use. d) Verified and tested the future projected cash flows estimated by management of its Step-down subsidiary Companies Quickmill Inc. and 760 Rye Street Inc. located in Canada to determine the value in use and recoverable amounts including assessment of the key cash flow assumptions based on historical performance and industry information. e) Assessed the appropriateness of the recognition, measurement and related disclosures of investment in subsidiary.
2)	Evaluation of Contingent Liabilities– The Company has disclosed the contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts against the company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the financial statement as at 31st March 2023. Refer note 24 of the Standalone Ind AS Financial Statements for disclosure of Contingent Liabilities.	Our Audit Approach: a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Company. b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from the management. c) Evaluated the management’s underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the disputes. Also considered legal precedence and other rulings and read, where applicable, external advice sought by the Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management’s position on these uncertain disputed taxes and court cases.

Annual Report 2022-23

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4. Information other than the Standalone Ind AS financial statements and Auditor’s report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the Standalone Ind AS financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations.

5. Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the Ind AS and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

6. Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standard on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

Batliboi Ltd.

As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Annual Report 2022-23

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ii) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of Standalone Ind AS financial statements.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as at 31st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as at 31st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS financial statements – Refer Note 24 to the Standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. (a) The Management has represented that 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, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 40(i)(a) to Standalone Ind AS financial statements);
(b) The Management has represented that no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,

Batliboi Ltd.

lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 40(i)(b) to Standalone Ind AS financial statements); and

(c) Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not paid dividend during the year and has not declared any dividend for the year, accordingly compliance with provisions of Section 123 of the Companies Act, 2013 is not applicable.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March 2023.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai Date: 26th May, 2023

A. V. Kamat Partner M. No. – 039585 UDIN - 23039585BGXBLY4938

Annual Report 2022-23

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Annexure A to the Independent Auditor’s Report of even date on the Standalone Ind AS Financial Statements of Batliboi Limited

Referred to in paragraph [7(i)] under Report on Other Legal and Regulatory Requirements of our report of even date

According to the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

i) In respect of the Plant’s Property, Plant and Equipment’s, Right of Use Assets and Intangible Assets:
a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of Right-of-use Assets.

B) The Company has maintained proper records showing full particulars of Intangible Assets.

b) As per information and explanations given to us the Property, Plant and Equipment and Right-of-Use Assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable having regard to the size of the operations of the Company and on the basis of explanations received no material discrepancies were noticed during the verification.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in Property, Plant and Equipment are held in the name of the Company.
d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or Intangible Assets during the year
e) According to the information and explanations given to us, no proceedings have been initiated or is pending against the Company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii) In respect of Inventories:
a) As per information and explanations given to us the inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency, coverage and procedure of verification by the management is reasonable and appropriate having regard to the size of the Company and nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been appropriately dealt with.
b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from banks on the basis of security of its current assets. We have observed differences/reconciliation items in the quarterly statements of current assets filed by the Company with such banks or financial institutions as compared to the books of account maintained by the Company. However, we have not carried out a specific audit of such statements. The details of such differences / reconciliation items are given in Note no. 22 (e) of the Standalone Ind AS financial statements of the Company.
iii) The Company has not made any investments in or granted any loans or advances in nature of loans, secured and unsecured, to companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties. During the year, the Company has provided/renewed corporate guarantee in respect of credit facilities availed by one of its related parties from bank in respect of which:

Batliboi Ltd.

a) During the year the Company has not provided loans or advances in the nature of loans or stood guarantee, provided security to its subsidiaries or any other entity except for it has provided/renewed corporate guarantee in respect of credit facilities availed by one of its related parties from bank amounting to Rs. 1,340.24 lakhs as at 31st March 2023.
b) The Company has not made any investment or provided any loans or advances in nature of loans during the year. In our opinion, guarantees provided, during the year is, prima facie, not prejudicial to the Company’s interest.
c) The Company has not provided loans or advances in the nature of loans hence reporting under paragraph 3(iii)(c) to (f) of the Order is not applicable to the Company.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.
v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under hence reporting under paragraph 3(v) of the Order is not applicable to the Company.
vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii) a) According to the records of the Company, during the year there have been delays on several occasions in depositing undisputed statutory dues such as provident fund, employee’s state insurance, income tax, goods and service tax, duty of customs, cess and other statutory dues applicable to the Company with the appropriate authorities for certain part of the year which has been paid alongwith interest after the respective due dates. There were no undisputed amounts payable which are outstanding as at 31st March 2023 for a period of more than six months from the date they became payable except in respect of provident fund amounting to Rs. 0.17 lakhs remaining unpaid to Employees Provident Fund Office, due to non-availability of certain details pertaining to an employee.
b) There are no dues of income tax, sales tax, service tax and duty of excise which have not been deposited on account of any dispute except the amount mentioned in the table given below:

Name of the Statute	Nature of Dues	Disputed Amount (In Lakhs)	Period to which it pertains	Forum where pending
Sales Tax Act of various states (Refer Note Below)	Sales Tax	62.54	F.Y. 1987 to F.Y. 2000	Sales Tax Appellate/Revisional Authority-upto Commissioner Level
	Sales Tax	53.08	--------“---------	Sales Tax Appellate Tribunal
Central Excise Act 1941 (Refer Note Below)	Excise Duty	2.47	F.Y 1995-97	Central Excise Appellate Tribunal

Annual Report 2022-23

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Name of the Statute	Nature of Dues	Disputed Amount (In Lakhs)	Period to which it pertains	Forum where pending
Customs Act	Custom Duty	36.04	F.Y. 2019-20	Additional Director General of Foreign Trade
Income Tax Act 1961	TDS	10.35	Prior to F.Y. 2007-08 to F.Y. 2022-23	Reflecting on TDS CPC website
Total Rs		164.48

Note - The Company has filed appeals against the respective order and had paid Rs. 40.40 Lakhs against the dispute.

viii) According to the information and explanations given to us, there are no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
ix) a) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender.
b) Basis the information and explanation provided to us, the Company has not been declared a willful defaulter by any bank or financial institution or other lender.
c) According to the information and explanations given to us and to the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application of proceeds.
d) On an overall examination of the Standalone Ind AS financial statements of the Company, funds raised on short-term basis do not seem to have been used during the year for long-term purposes.
e) According to the information and explanations given to us and on an overall examination of the Standalone Ind AS financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
f) According to the information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries.
x) a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under paragraph 3 (x)(a) of the Order is not applicable to the Company.
b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence reporting under paragraph 3 (x)(b) of the Order is not applicable to the Company.
xi) a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

Batliboi Ltd.

b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT- 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report by the Statutory auditors.
c) According to the information and explanations given to us and to the best of our knowledge, there were no whistle blower complaints received by the Company during the year.
xii) The Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company.
xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the Standalone Ind AS financial statements, as required by the applicable accounting standards.
xiv) a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.
b) We have taken into consideration, the internal audit reports for the period under audit issued to the Company till the date while determining the nature, timing and extent of audit procedures.
xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in section 192 of the Act. Thus, paragraph 3(xv) of the Order is not applicable to the Company.
xvi) a) According to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India (RBI) Act, 1934. Hence, reporting under paragraph 3(xvi)(a) and (b) of the Order is not applicable to the Company.
b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence reporting under paragraph 3 (xvi)(c) of the Order is not applicable.
c) According to the information and explanations given to us, there is no CIC in the Group.
xvii) The Company has not incurred cash loss in the current financial year and in the immediately preceding financial year the Company had cash loss amounting to Rs. 310.15 Lakhs.
xviii) There has been no resignation of the Statutory Auditors of the Company during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.
xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due within a period of one year from the Balance Sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the Balance Sheet date, will get discharged by the Company as and when they fall due.

Annual Report 2022-23

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xx) Provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company hence reporting under paragraph 3(xx)(a) and (b) is not applicable to the Company.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

A. V. Kamat

Place: Mumbai Date: 26th May 2023

Partner M. No. – 039585 UDIN - 23039585BGXBLY4938

Batliboi Ltd.

Annexure B to the Independent Auditors’ Report of even date on the Standalone Ind AS financial statements of Batliboi Limited

Referred to in paragraph [7(ii)(f)] under Report on Other Legal and Regulatory Requirements of our report of even date

Report on the Internal Financial Control Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

We have audited the internal financial controls over financial reporting of Batliboi Limited (“the Company”) as at 31st March, 2023 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

In our opinion, to the best of our information and according to the explanations given to us the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023 based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error.

Annual Report 2022-23

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai Date: 26th May 2023

A. V. Kamat Partner M. No. – 039585 UDIN - 23039585BGXBLY4938

Batliboi Ltd.

BALANCE SHEET AS AT 31ST MARCH, 2023 (Rs. In Lakhs)

	Particulars Notes	As at 31-Mar-23 As at 31-Mar-22	As at 31-Mar-23 As at 31-Mar-22
1 (a) (b) (c) (d) (e) i. ii. iii. (f) 2 (a) (b) i. ii. iii. iv. v. (c) 3 1 (a) (b) 2 (a) i. ii. iii. iv. (b) (c) (d) 3 (a) i. ii. iii. (b) (c)	ASSETS Non-current assets Property, Plant and Equipment 5 Capital work-in-progress 5 Right of use assets 6 Other Intangible assets 5 Financial Assets Investments 7 Trade receivables 8.1 Loans 8.2 Other non-current assets 8.3 Total Non current Assets Current assets Inventories 9.1 Financial Assets Trade receivables 9.2 Cash and cash equivalents 9.3 Bank balances other than (ii) above 9.4 Loans 10.1 Others 10.2 Current Tax Assets (Net) 10.3 Total current Assets Non Current Asset Held for Sale 11 Total Assets EQUITY AND LIABILITIES Equity Equity Share capital 12.1 Other Equity 12.2 Total Equity LIABILITIES Non-current liabilities Financial Liabilities Borrowings 13.1 Lease Liabilities 34 Trade payables Total outstanding dues of micro enterprises and small enterprises 13.2 Total outstanding dues of creditors other than micro enterprises and small enterprises 13.2 Other financial liabilities 13.3 Provisions 13.4 Deferred tax liabilities (Net) 14 Other non-current liabilities 13.5 Total Non-current liabilities Current liabilities Financial Liabilities Borrowings 15.1 Lease Liabilities 34 Trade payables Total outstanding dues of micro enterprises and small enterprises 15.2 Total outstanding dues of creditors other than micro enterprises and small enterprises 15.2 Other current liabilities 15.3 Provisions 15.4 Total Current liabilities Total Equity and Liabilities	18,385.48 18,444.44 23.10 160.56 117.86 179.70 11.92 15.06 563.10 537.16 267.27 376.78 0.04 0.40 66.72 100.62
		19,435.49 19,814.72
		1,750.65 2,243.62 1,622.24 1,144.71 169.92 8.47 199.25 34.39 0.51 1.02 207.65 278.10 34.02 60.63
		169.92
		199.25
		0.51
		207.65
		34.02
		3,984.24 3,770.94
		1,779.39 1,779.39
		25,199.12	25,365.05


		109.33
		5,354.59	8,257.82
		25,199.12	25,365.05

The accompanying notes are an integral part of the Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants Firm Reg. No : 106655W NIRMAL BHOGILAL

NIRMAL BHOGILAL SANJIV JOSHI Chairman Managing Director DIN No. 00173168 DIN No. 08938810

A.V. Kamat (Partner) M. No. 039585

GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

Annual Report 2022-23

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31[ST] MARCH, 2023

	, (Rs. In Lakhs)
Particulars Notes	Year ended 31-Mar-23 Year ended 31-Mar-22
INCOME I Revenue From Operations 16 II Other Income 17 III Total Income (I+II) IV EXPENSES Cost of materials consumed 18.1 Purchases of Stock-in-Trade 18.2 Changes in inventories of finished goods, Stock-in -Trade and work-in-progress 18.3 Employee benefits expense 19 Finance costs 20 Depreciation and amortization expense 5 & 6 Other expenses 21 Total expenses (IV) V Proft/(loss) before exceptional items and tax (III-IV) VI Exceptional Items VII Proft/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Earlier year tax (3) Deferred tax credit / (charge) 14 (4) Mat credit Reversed IX Proft (Loss) for the year X Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss 14 B (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss XI Total Comprehensive Income for the year (IX+X) (Comprising Proft (Loss) and Other Comprehensive Income for the year) XII Earnings per equity share: 28 (1) Basic (2) Diluted	19,485.47 14,606.94 504.52 266.55
I II III IV V VI VII VIII IX X XI XII
	19,989.99 14,873.49
	6,589.89 5,765.65 5,421.77 4,035.97 336.78 (333.57) 2,410.34 2,262.40 485.92 793.71 324.01 297.72 3,588.32 2,521.89
	19,157.03 15,343.77
	832.96 (470.28) - - 832.96 (470.28) - - - (1.92) 35.32 (80.07) (11.43) (111.89)
	856.85 (664.16)

	864.91 (620.29)
	2.98 (2.31) 2.90 (2.31)

The accompanying notes are an integral part of the Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants Firm Reg. No : 106655W

NIRMAL BHOGILAL

SANJIV JOSHI

Chairman

Managing Director DIN No. 08938810

A.V. Kamat (Partner) M. No. 039585

DIN No. 00173168

GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

Batliboi Ltd.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023

A) Equity Share Capital (Rs. In Lakhs)	A) Equity Share Capital (Rs. In Lakhs)	A) Equity Share Capital (Rs. In Lakhs)
Particulars	Note	Amounts
As at 1st April 2021		1,435.79
Changes in Equity Share capital during the year		-
As at 31st March 2022		1,435.79
Changes in Equity Share capital during the year		8.50
As at 31st March, 2023	12.1	1,444.29

B) Other Equity

(Rs. In Lakhs)

Particulars	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus
	Capital Reserve	Capital Redemption Reserve	Securities Premium	General Reserve	Employee Stock Option Reserve	Investment Allowance Reserve	Other Comprehensive Income	Retained Earnings	Total
As at 1st April 2021	25.00	160.60	396.59	1,162.92	45.39	63.05	(50.33)	8,480.62	10,283.84
Profit / (Loss) for the year	-	-	-	-	-	-	-	(664.16)	(664.16)
Accrual of Employee Compensation cost	-	-	-	-	(2.94)	-	-	-	(2.94)
Total Comprehensive Income for the year	-	-	-	-	-	-	43.87	-	43.87
As at 31st March 2022	25.00	160.60	396.59	1,162.92	42.45	63.05	(6.46)	7,816.46	9,660.61
Profit / (Loss) for the year	-	-	-	-	-	-	-	856.85	856.85
Accrual of Employee Compensation cost	-	-	-	-	(1.34)	-	-	-	(1.34)
Premium on equity shares issued under ESOP Scheme	-	-	36.03	-	-	-	-	-	36.03
Exercise of Options under ESOP Scheme	-	-	-	-	(17.75)	-	-	-	(17.75)
Total Comprehensive Income for the year	-	-	-	-	-	-	8.06	-	8.06
As at 31st March, 2023	25.00	160.60	432.62	1,162.92	23.36	63.05	1.60	8,673.31	10,542.46

The accompanying notes are an integral part of the Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants Firm Reg. No : 106655W

NIRMAL BHOGILAL

SANJIV JOSHI

Chairman DIN No. 00173168

Managing Director DIN No. 08938810

A.V. Kamat DIN No. 00173168 (Partner) M. No. 039585 GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

Annual Report 2022-23

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH 2023 (Rs. In Lakhs)

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST	MARCH 2023(Rs. In Lakhs)	MARCH 2023(Rs. In Lakhs)
Particulars	Year Ended 31-Mar-23 Year Ended 31-Mar-22 832.96 (470.28) 324.01 297.72 373.87 668.65 17.98 11.83 0.10 3.69 383.77 13.17 27.70 6.77 90.49 95.07 - 29.97 0.27 - 12.26 21.35 (1.34) 1,229.11 (2.93) 1,145.29 11.98 14.77 0.25 - 210.27 - 59.86 - 35.68 318.04 140.12 154.89 1,744.03 520.12 492.97 (731.64) (568.35) (288.22) 66.15 53.27 (961.42) (970.65) 1,677.89 711.30 773.38 1,231.42 (26.60) 0.79 799.98 1,230.63 11.98 14.77 56.49 14.88 (117.04) (233.68) (0.27) - (164.86) (213.70) 18.94 (185.09) (213.70) (185.09)
I. CASH FLOW ARISING FROM OPERATING ACTIVITIES: Net Proft / (Loss) Before Tax Add Back: a) Depreciation b) Interest Expense c) Interest on Lease Liabilities d) Loss on Sale/Disposal of Assets/Assets Written off e) Bad Debts f) Provision for Doubtful Debts/Advances g) Gratuity and Leave Encashment Provision h) Foreign Exchange Loss i) Investment Written off j) Reversal of SEIS Entitlement recoverable k) Employee Stock Option Reserve Deduct: a) Interest Income b) Profit on Sale of Property, Plant and Equipment's c) Reversal of Provision for Doubtful Debts d) Foreign Exchange Loss e) Unclaimed Credit Balances Written Back Operating Proft Before Working Capital Changes Add/ Deduct : a) Decrease/ (Increase) in Inventories b) Decrease/ (Increase) in Trade Receivables and Advances c) Decrease/ (Increase) in Other Current Assets d) Increase/ (Decrease) in Trade and Other Payables Income Taxes Paid / (Refund) (net) Net Cash Infow / (Outfow) from Operations (A) II. CASH FLOW ARISING FROM INVESTING ACTIVITIES: a) Interest Income b) Proceeds from Sale of Property, Plant and Equipment c) Acquisition of Property, Plant and Equipment d) Investments written off e) Decrease/ (Increase) in Bank Deposits Net Cash Infow / (Outfow) in Course of Investing Activities(B)
		(213.70)

Batliboi Ltd.

	Year	Ended	Year Ended	Year Ended
	31-Mar-23		31-Mar-22
III. CASH FLOW ARISING FROM FINANCING ACTIVITIES:
a) Proceeds from issue of Equity Shares under ESOP Scheme	26.77		-
b) Proceeds from/ (Repayment of) in Long Term Borrowings	1,784.52		(222.66)
c) Proceeds from/ (Repayment of) in Short Term Borrowings	(1,792.02)		(97.57)
d) Payment of Lease Liabilities (including interest on lease	(80.62)		(62.17)
liabilities)
e) Interest Paid	(363.48)	(424.83)	(660.81)	(1,043.21)
Net Cash Infow/(Outfow) in Course of Financing Activities (C)		(424.83)		(1,043.21)
Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C)		161.45		2.33
Add: Cash/Cash Equivalents at the beginning of the year		8.47		6.14
Cash/Cash Equivalents at the end of the year		169.92		8.47
Consists of:
Cash in Hand		3.65		4.58
Bank Balance		166.27		3.89
Closing Cash at the end of theyear		169.92		8.47

Note - 1 As required by Ind AS 7 ‘”Statement of Cash Flows”, reconciliation between opening and closing balances in the balance sheet for libilities arising from financing activities is given in note 36 of the financial statements.

The accompanying notes are an integral part of the Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No : 106655W

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL SANJIV JOSHI Chairman Managing Director DIN No. 00173168 DIN No. 08938810

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 26th May 2023

GHANSHYAM CHECHANI POOJA SAWANT Chief Financial Officer Company Secretary

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No. 1

Company Overview

Batliboi Limited (the Company) is engaged in manufacturing and trading of machine tool and textile engineering machines. The Registered Office of the Company is situated in Mumbai. Its shares are listed on Bombay Stock Exchange (BSE).

Note No. 2

Basis for preparation and measurement:

i. Basis of preparation:

The Ind AS Financial Statements are prepared in accordance with and in compliance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

ii. Basis of measurement:

The Ind AS financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Company and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

iii. Presentation of Ind AS Financial Statements:

The Balance Sheet, Statement of Profit and Loss, Statement of Changes in equity and Statement of Cash Flows are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the Ind AS financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. Functional and presentation Currency:

The Company’s presentation and functional currency is Indian Rupees ( ) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

Note No. 3

Use of Judgement, Assumptions and Estimates

The preparation of the Company’s Ind AS financial statements requires management to make informed judgements, reasonable assumptions and estimates that affect the amounts reported in the Ind AS financial

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Changes in accounting estimates are reflected in the Ind AS financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to the Ind AS financial statements.

In the assessment of the Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the Ind AS financial statements relates to the following areas:

Financial instruments;
Useful lives of property, plant and equipment;
Valuation of inventories;
Measurement of recoverable amounts of assets / cash-generating units;
Assets and obligations relating to employee benefits;
Evaluation of recoverability of deferred tax assets;
Leases;
Assets Held for sale; and
Provisions and Contingencies.

Note No. 4.1

SIGNIFICANT ACCOUNTING POLICIES:

A. Property, plant & equipment

a) The cost of an item of property, plant and equipment is recognized as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment losses, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and non-refundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
e) Where the cost of a part of asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life.
f) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

g) Spare parts which meet the definition of property, plant and equipment are capitalized as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Statement of Profit and Loss on issue/consumption.
h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Company derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Statement of Profit and Loss as and when incurred.
i) Property, Plant and Equipment which are not ready for intended use as on date of Balance Sheet are disclosed as ‘Capital Work in Progress’.
j) On transition to Ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as per the option available to the Company in accordance with Ind AS 101 – First Time Adoption of Indian Accounting Standard.

B. Depreciation

a) i) For Manufacturing unit at Udhna and Windmill:

Depreciation on property, plant and equipment is provided on the straight line basis over the useful lives of assets (after considering an estimated residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in Schedule II of the Act except for factory building and plant and machinery on the date of transition to Ind AS. In case of factory building and plant and machinery on the date of transition to Ind AS, depreciation is provided over their remaining useful life for different parts/items of factory building and plant and machinery based on the technical evaluation made by the valuer which ranges from 7 to 40 years and 7 to 15 years respectively.

ii) For all other units:

Depreciation on tangible assets is provided on Written Down Value Method over the useful lives of the assets as specified in Schedule II to the Companies Act, 2013. Intangible assets are amortised on Straight Line Method over a period of 3 years. Improvement to Leasehold Properties are amoritised on Straight Line Method over the period of lease.

b) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised.
c) The Company depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately.
d) The spare parts are depreciated over the estimated useful life based on internal technical assessment.
e) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation.
f) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

C. Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The rightof-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset, whichever is earlier. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss if any is recognized in the Statement of profit and loss.

The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease payments are discounted using the Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognises the lease payments associated with these leases as an expense over the lease term.

D . Inventories

Inventories are stated at cost or net realizable value, whichever is lower. Cost of inventories comprises of expenditure incurred in the normal course of business in bringing inventories to their present location, including appropriate overheads apportioned on a reasonable and consistent basis and is determined on the following basis:

a) Raw materials and finished goods on weighted average basis.
b) Work in progress at raw material cost plus cost of conversion and other cost including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition.
c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

E . Revenue Recognition

Revenue from contracts with customers:

Revenue from contract with customers is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Performance obligations are satisfied at the point of time when the customer obtains the controls of the goods.

Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable, stated net of discounts, returns and value added tax. Transaction price is recognized based on the price specified in the contract. Revenue excludes taxes collected from customers.

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Service Income:

Income from annual maintenance services is recognized proportionately over the period of contract as the performance is discharged by the Company and it has the enforceable right to get the payment for the services rendered.

Revenue from Works Contract:

Revenue from works contracts with customer is recognised as the performance obligation is satisfied by transferring a promised good (i.e. an asset) to a customer. For performance obligation satisfied over time, the revenue recognition is made by measuring the progress towards complete satisfaction of performance obligation. The progress is measured by measuring the performance completed to date, considering the proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. Expected loss, if any, on the contract is recognized as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract.

Interest Income:

Interest income is recognized using Effective Interest Rate (EIR) method..

Dividend Income:

Revenue is recognized when the Company’s right to receive the payment has been established.

F . Employee Benefits

Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.

The Company’s post-employment benefit consists of provident fund, gratuity and superannuation fund. The Company also provides for leave encashment which is in the nature of long term benefit.

Provident Fund

Company’s contributions to Provident Fund administered by Regional Provident Fund Authorities and ESIC and Labour Welfare Fund in the case of employees at manufacturing unit at Udhna, which are defined contribution plan, are recognized as an expense in the Statement of Profit and Loss for the year in which the services are rendered and the Company has no further obligation beyond making the contributions.

The Company’s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined benefit plan, is remitted to separate trust established for this purpose and charged to Statement of Profit and Loss. Shortfall, if any, in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Company and charged to Statement of Profit and Loss.

Superannuation Fund

The Company’s contribution to Superannuation Fund for Managers/Officers, which is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Profit and Loss Account.

Gratuity and Leave Encashment

The Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Actuarial gains and losses are recognized in other comprehensive income for gratuity and leave encashment.

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 recognized 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.

Past service costs are recognized in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Company recognizes related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the 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.

G . Share-based payment arrangements

The stock options granted pursuant to the Company’s Stock Options Scheme, are measured at the fair value of the options of the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight line basis.

The amount recognized as expense each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting period, the cumulative discount recognized as expense in respect of such grant is transferred to the employee stock option reserve within equity.

H . Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use) are capitalized as a part of the cost of such assets till the month in which the asset is ready for use. All other borrowing costs are charged to the Statement of Profit and Loss.

I . Segment Accounting

The Company operates in ‘Industrial Equipment’ segment and there are no other reportable segments as defined under Ind AS 108.

J . Foreign Currency Transactions

Monetary items:

Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation, are recognised in Statement of Profit and Loss.

Non – Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

K . Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recognized when there is 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. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. The expenses relating to a provision are recognized in the Statement of Profit and Loss net of any reimbursement.
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting 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 recognized as a finance cost.
c) Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
d) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or present obligations where it is not probable that an outflow of resources will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the Ind AS financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.
e) Contingent liabilities are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable.
f) Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recognized but reviewed at each Balance Sheet date and disclosure is made in the notes where inflow of economic benefit is probable.

L . Fair Value measurement

a) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date.
b) While measuring the fair value of an asset or liability, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs).

M . Financial Instruments

i. Financial Assets other than derivatives

The initial recognition of financial assets is made only when the Company becomes a party to the contractual provisions of the instrument. Initial measurement of financial assets is made at fair values including transaction costs that are attributable to the acquisition of the financial asset.

The subsequent measurement of a financial asset is made at amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if any) using the Effective Interest Rate (“EIR”) method taking into account any discount or premium 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.

Investments in subsidiaries are accounted for and measured at cost (fair value as deemed cost on first time adoption) in Ind AS financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or loss.

A financial asset is derecognised either partly or fully to the extent the rights to receive cash flows from the asset have expired and / or the control on the asset has been transferred to a third party. On derecognition, any gains or losses are recognised in the Statement of Profit and Loss.

ii. Financial Liabilities other than derivatives

The initial recognition of financial liabilities is made only when the Company becomes a party to the contractual provisions of the instrument. Initial measurement of financial liabilities is made at fair values net of transaction costs that are attributable to the liability.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the 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 as finance costs in the Statement of Profit and Loss.

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 de-recognition 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.

iii. Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require specified payments 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

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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 cumulative amortisation. Where guarantees in relation to loans or other payables of subsidiary and related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under “other financial assets” or as a part of the cost of the investment, depending on the contractual terms.

iv. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the 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, or to realise the assets and settle the liabilities simultaneously.

N . Classification of Assets and Liabilities as Current and Non-Current:

All assets and liabilities are classified as current if they are expected to be realised / settled within twelve months after the reporting period. All other assets and liabilities are considered as non-current.

O . Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the recoverable amount of assets. The recoverable amount is the higher of fair value less costs of disposal in respect of the asset or Cash-Generating Units (CGU) and their value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount and impairment loss is charged to Statement of Profit and Loss.

Financial Assets

The Company assesses at each date of Balance Sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Company recognises lifetime expected losses for all contract assets and /or all trade receivables that do not contain a significant financing component. For all other financial assets, expected credit losses are measured at an amount equal to the 12 – month expected credit losses if the credit risk on the financial asset had not increased significantly since initial recognition or at an amount equal to the life time expected credit losses if the credit risk on the financial asset had increased significantly since initial recognition.

P . Non Current Asset Held for Sale

Non-Current assets are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of held for sale is met when the non-current asset is available for immediate sale and the same is highly probable of being completed in near future from the date of classification as held for sale. Non-Current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Subsequent to such classification, such assets are not depreciated while they are classified as ‘Held for Sale’. Non-current assets that ceases to be classified as held for sale are measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the non-current assets no longer meets the “Held for sale” criteria.

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Q . Taxes on Income

Current Tax

Income-tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the end of reporting period.

Minimum Alternate Tax (‘MAT’) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred tax

Deferred tax (both assets and liabilities) is calculated using the Balance Sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The amount of deferred tax assets is reviewed at each reporting date.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Current tax and Deferred Tax items are recognised in correlation to the underlying transaction either in the Statement of Profit and Loss, other comprehensive income or directly in equity

R. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, adjusted for the effect of all dilutive potential equity shares.

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Cash Flows

Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

Note No. 4.2

Recent pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2022. The effective date for adoption of these amendments is annual period beginning on or after 1st April 2023 and will not have material impact on Company’s Ind AS financial statements. The following is a summary of the amendments:

(i) Ind AS 1 - Presentation of Financial Statements

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies.

(ii) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates.

(iii) Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

(iv) Ind As 102 – Share Based Payments

Relating to the fair value of the equity instruments not being possible to be estimated reliably.

(v) Ind AS 103 – Business Combinations

Relating to the date on which the transferee obtains control of the transferor.

(vi) Ind AS 107 – Financial Instruments Disclosure

Relating to disclosure of material accounting policy information about the measurement basis (or bases) for financial instruments used in preparing the Ind AS financial statements.

(vii) Ind AS 109 – Financial Instruments

Relating to a combination of entities or businesses under common control as described in Appendix C.

(viii) Ind AS 34 – Interim Financial Reporting

Relating to disclosure of material accounting policy information in interim financial statements.

Batliboi Ltd.

NET BLOCK	As At 31-03-2023	16,056.75 1,319.54 - 911.52 40.60 43.84 13.23	18,385.48	23.10	23.10	11.92	11.92	18,420.50
DEPRECIATION / AMORTISATION	As At 31-03-2023	- 872.50 - 707.38 67.58 103.39 36.90	1,787.75	-	-	31.56	31.56	1,819.31
	Deductions/ Adjustment	- - 25.05 21.48 - 6.82 -	53.35	-	-	-	-	53.35
	For The Year	- 122.16 24.38 80.83 6.01 12.95 4.65	250.98	-	-	9.28	9.28	260.26
	As At 01-04-2022	- 750.34 0.67 648.03 61.57 97.26 32.25	1,590.12	-	-	22.28	22.28	1,612.40
GROSS BLOCK (AT COST)	As At 31-03-2023	16,056.75 2,192.04 - 1,618.90 108.18 147.23 50.13	20,173.23	23.10	23.10	43.48	43.48	20,239.81
	Deductions/ Sales	- - 25.05 77.55 0.18 6.92 -	109.70	178.07	178.07	-	-	287.77
	Additions	- 20.02 12.20 180.43 6.32 29.40 -	248.37	40.61	40.61	6.14	6.14	295.12
	As At 01-04-2022	16,056.75 2,172.02 12.85 1,516.02 102.04 124.75 50.13	20,034.56	160.56	160.56	37.34	37.34	20,232.46
PARTICULARS1		(i) Tangible Assets Land (Freehold)2 Buildings on Freehold Land Improvement to Leasehold Property Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Com- puters etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software	Total Intangible Assets	TOTAL

Annual Report 2022-23

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NET BLOCK	As At 31-03-2022	16,056.75 1,421.68 12.18 867.99 40.47	27.49 17.88	18,444.44	160.56	160.56	15.06	15.06	18,620.06
DEPRECIATION / AMORTISATION	As At 31-03-2022	- 750.34 0.67 648.03 61.57	97.26 32.25	1,590.12	-	-	22.28	22.28	1,612.40
	Deductions/ Adjustment	- - - 3.31 -	0.06 -	3.37		-	-	-	3.37
	For The Year	- 122.55 0.67 83.08 8.04	12.63 5.97	232.94		-	13.23	13.23	246.17
	As At 01-04-2021	- 627.79 - 568.26 53.53	84.69 26.28	1,360.55	-	-	9.05	9.05	1,369.60
GROSS BLOCK (AT COST)	As At 31-03-2022	16,056.75 2,172.02 12.85 1,516.02 102.04	124.75 50.13	20,034.56	160.56	160.56	37.34	37.34	20,232.46
	Deductions/ Sales	- - - 21.68 0.03	0.23 -	21.94	-	-		-	21.94
	Additions	- 8.29 12.85 61.74 3.16	10.86 -	96.90	136.77	136.77		-	233.67
	As At 01-04-2021	16,056.75 2,163.73 - 1,475.96 98.91	114.12 50.13	19,959.60	23.79	23.79	37.34	37.34	20,020.73
	PARTICULARS1	(i) Tangible Assets Land (Freehold)2 Buildings on Freehold Land Improvement to Lease- hold Property Plant & Machinery Furniture, Fixtures, fans and Electrical fittings	Office Equipment/ Com- puters etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software	Total Intangible Assets	TOTAL

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note 5A - Disclosure in respect of Capital Work in Progress :

Note 5A - Disclosure in respect	of Capital Work in Progress :	of Capital Work in Progress :	of Capital Work in Progress :	of Capital Work in Progress :
Particulars	Amount in CWIP for aperiod of				TOTAL
	Less than 1 year	1 - 2 years	2 - 3 years	More than 3 years
Projects inprogress	23.10	-	-	-	23.10
Total	23.10	-	-	-	23.10

Note 5B - Disclosure in respect of Capital Work in Progress :

Total Note 5B - Disclosure in respect	Total Note 5B - Disclosure in respect	Total Note 5B - Disclosure in respect	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :	23.10 - - - 23.10 of Capital Work in Progress :
			(Rs. In Lakhs)
Particulars			Amount in CWIP for aperiod of										TOTAL
			Less than 1 year			1 - 2 years		2 - 3 years			More than 3 years
Projects inprogress			136.77			-		-			-		136.77
Projects temporarilysuspended			-			14.32		-			9.47		23.79
Total			136.77			14.32		-			9.47		160.56
Note 6 - RIGHT-OF-USE ASSET (Rs. In Lakhs)
PARTICULARS	GROSS CARRYING AMOUNT						DEPRECIATION							NET CARRYING VALUE
	As At 01-04-2022	Additions		Adjust- ment / Deductions	As At 31-03-2023		As At 01-04-2022		For The Year	Deduc- tions		As At 31-03-2023		As At 31-03-2023
Right- of -use asset	339.41	22.61		119.34	242.68		159.71		63.75	98.64		124.82		117.86
Total	339.41	22.61		119.34	242.68		159.71		63.75	98.64		124.82		117.86

PARTICULARS	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	DEPRECIATION	DEPRECIATION	DEPRECIATION	DEPRECIATION	NET CARRYING VALUE
	As At 01-04-2021	Additions	Adjust- ment / Deductions	As At 31-03-2022	As At 01-04-2021	For The Year	Deduc- tions	As At 31-03-2022	As At 31-03-2022
Right- of -use asset	207.19	147.63	15.41	339.41	108.16	51.55	-	159.71	179.70
Total	207.19	147.63	15.41	339.41	108.16	51.55	-	159.71	179.70

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
NOTE 7 : INVESTMENTS	(Rs. In Lakhs)
Particulars Numbers Numbers Face Value	As at As at
31-Mar-23 31-Mar-22 (Each Rs.)	31-Mar-23 31-Mar-22
Investment in Equity Instruments Measured at Cost : In fully paid Shares of Wholly Owned Subsidiary Company (Un-Quoted): Queen Project Mauritius Ltd. Ordinary shares of MUR 10 per sharea 32,088 32,088 MUR 10 In fully paid Equity Shares (Un-Quoted): Batliboi Environmental Engineering Ltd.b 19,08,930 19,08,930 10 Investment in Preference Instruments Measure at Fair Value through Proft and Loss: In fully paid Shares of Wholly Owned Subsidiary Company (Un-Quoted): Queen Project Mauritius Ltd.a Redeemable Non-Cumulative Preference Shares of MUR 10 per share 1,61,41,654 1,61,41,654 MUR 10 In fully paid Equity Shares (Un-Quoted): Andhra Pradesh State Financial Corporation - 5 100.00 Precision Tooling Systems Ltd. - 1,500 10.00 Shree Vardhan Co.op. Bank Ltd. - 200 25.00 Patan Co-operative Bank Ltd. - 200 25.00 The Saraswat Co.op. Bank Ltd. - 5 10.00 Shamrao Vitthal Co.op. Bank Ltd. 20,000 20,000 25.00 SUB-TOTAL TOTAL GRAND TOTAL Aggregate value of Un-Quoted Investments	- - - - 558.10 531.89 - 0.01 - 0.15 - 0.05 - 0.06 - - 5.00 5.00
	5.00 5.27
	563.10 537.16
	563.10 537.16
	563.10 537.16

a) On transition to Ind AS, the fair value of investments held in subsidiary 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 earning on the date of transition.

b) 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 unqouted equity shares was considered as nil and Rs. 191.21 lakhs was adjusted against the retained earnings on the date of transition.

	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 8.1 : TRADE RECEIVABLES- NON CURRENT Considered Good - Secured Considered Good - Unsecureda Which have Significant increase in credit risk Considered Credit Impaired Less: Provision for Trade Receivables Credit Impaired	- - 267.27 376.78 - - 217.45 427.72 (217.45) - (427.72) -
	267.27 376.78

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

a) Includes amount of Rs.156.83 (Previous Year Rs. 272.93 Lakhs) due from related parties.

b) There are no unbilled current trade receivables as at 31st March 2023 (Previous Year Rs. Nil).

c) Ageing for Trade receivables - Non Current- as at 31st March, 2023

		(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
S.No.	Particulars	Outstanding for the following periods from due date of payment					Total
		Less than 6 months	6 months - 1years	1-2 years	2-3 years	More than 3years
1	Undisputed Trade Receivables
i)	- Considered good	-	-	124.99	7.58	134.70	267.27
ii)	- Which have Significant in- crease in credit risk	-	-	-	-	-	-
iii)	- Credit Impaired	-	-	-	-	152.47	152.47
2	Disputed Trade Receivables
i)	Considered good	-	-	-	-	-	-
ii)	Which have Significant in- crease in credit risk	-	-	-	-	-	-
iii)	Credit Impaired	-	-	-	-	64.98	64.98
		-	-	124.99	7.58	352.15	484.72
	Less : Provision for Trade Receivables Credit Impaired	-	-	-	-	217.45	217.45
	Total	-	-	124.99	7.58	134.70	267.27

Ageing for Trade receivables - Non Current- as at 31st March, 2022 (Rs. In Lakhs)

S.No.	Particulars	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Total
		Less than 6 months	6 months - 1 years	1-2 years	2-3 years	More than 3 years
1	Undisputed Trade Receiv- ables
i)	Considered good	-	-	133.75	228.08	2.95	364.78
ii)	Which have Significant in- crease in credit risk	-	-	-	-	-	-
iii)	Credit Impaired	-	-	-	63.54	332.15	395.69
2	Disputed Trade Receivables
i)	Considered good	-	-	-	-	12.00	12.00
ii)	Which have Significant in- crease in credit risk	-	-	-	-	-	-
iii)	Credit Impaired	-	-	-	-	32.03	32.03
		-	-	133.75	291.62	379.13	804.50
	Less : Provision for Trade Receivables Credit Impaired	-	-	-	63.54	364.18	427.72
	Total	-	-	133.75	228.08	14.95	376.78

100

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

(Rs. In Lakhs)
As at
31-Mar-23
As at
31-Mar-22
-
-
0.04
0.40
0.04
0.40
84.69
96.33
(27.70)
56.99
-
96.33
9.73
4.29
66.72
100.62
1,052.20
1,208.39
544.19
898.90
16.32
16.65
137.94
119.68
1,750.65
2,243.62
-
-
1,622.24
1,144.71
-
-
-
-
1,622.24
1,144.71

Particulars

NOTE 8.2 : LOAN- NON CURRENT
Considered Good - Secured
Considered Good - Unsecured
- Staff Loan
NOTE 8.3 : OTHER NON CURRENT ASSETS
Unsecured Considered Good Unless Specified Otherwise
Security and Other Deposits
Less: Provision for Doubtful Advances
Advance given to creditors
Note 9.1 : INVENTORIES
Raw Materials
Work-in-Progress
Finished Goods
Stock-in-trade
Note 9.2 : TRADE RECEIVABLES- CURRENT
Considered Good - Secured
Considered Good - Unsecureda
Which have Significant increase in credit risk
Considered Credit Impaired

a) Includes amount of Rs. 224.70 Lakhs (Previous Year Rs. 192.34 Lakhs) due from related parties.

b) There are no unbilled current trade rececivables as at 31st March 2023 (Previous Year Rs. Nil).

101

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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c) Ageing for Trade receivables - Current as at 31st March 2023:
S.No. Particulars Not Outstanding for the following periods from due date of Total
Due payment
Less than 6 6 months - 1-2 years 2-3 More than
months 1 years years 3 years
1 Undisputed Trade Receivables
i) Considered good 775.92 691.94 154.38 - - - 1,622.24
ii) Which have Significant increase - - - - - - -
in credit risk
iii) Credit Impaired - - - - - - -
2 Disputed Trade Receivables
i) Considered good - - - - - - -
ii) Which have Significant increase - - - - - - -
in credit risk
iii) Credit Impaired - - - - - - -
Total 775.92 691.94 154.38 - - - 1,622.24
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Ageing for Trade receivables - Current- as at 31st March, 2022 (Rs. In Lakhs)

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S.No. Particulars Not Outstanding for the following periods from due date of TOTAL
Due payment
Less than 6 6 months - 1-2 years 2-3 More than 3
months 1 years years years
1 Undisputed Trade Receivables
i) Considered good 458.34 551.07 135.30 - - - 1,144.71
ii) Which have Significant increase - - - - - - -
in credit risk
iii) Credit Impaired - - - - - - -
2 Disputed Trade Receivables
i) Considered good - - - - - - -
ii) Which have Significant increase - - - - - - -
in credit risk
iii) Credit Impaired - - - - - - -
Total 458.34 551.07 135.30 - - - 1,144.71
As at As at
Particulars
31-Mar-23 31-Mar-22
Note 9.3 : CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents :
Cash in hand 3.65 4.58
Balances with Scheduled Banks :
In Current Account 2.83 3.89
Debit Balance in Cash Credit Account (Refer Note - 22 (a)) 163.44 -
169.92 8.47
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102

Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

(Rs. In Lakhs)

Particulars

As at
31-Mar-23
As at
31-Mar-22
70.63
14.12
128.62
20.27
199.25
34.39
-
-
0.51
1.02
0.51
1.02
9.11
14.79
22.22
22.39
48.47
45.37
103.59
85.95
24.26
31.48
-
78.12
207.65
278.10

Note 9.4 : OTHER BANK BALANCES
Fixed Deposits with Banks having maturity of less than one Year
Fixed Deposits towards Margin on Guarantees/LC’s (Deposit receipts
pledged with the Banks)
NOTE 10.1 : LOANS- CURRENT
Considered Good - Secured
Considered Good - Unsecured
Staff Loan
NOTE 10.2 : OTHERS- CURRENT
Balances with Government Authorities
Earnest Money Deposit
Prepaid Expenses
Advances given to Creditorsa
Other Advances Recoverable in Cash or Kind
SEIS Entitlement Receivableb

a) Includes amount of Rs.10.48 Lakhs (Previous Year - Rs. Nil Lakhs) given to related parties.

b) This represented transferable Duty Credit Scrip receivable from the authorities under Service Exports from India Scheme (SEIS) based on past performance of the Company in line with the terms specified by Directorate General of Foreign Trade. The amount was received during the current financial year.

NOTE 10.3 : CURRENT TAX ASSETS (NET)

NOTE 10.3 : CURRENT TAX ASSETS (NET)
Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax)	34.02	60.63
	34.02	60.63
NOTE 11 : NON CURRENT ASSET HELD FOR SALE
Land	1,625.70	1,625.70
Building	152.69	152.69
Capital Work in Progress	1.00	1.00
	1,779.39	1,779.39

Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax)

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.

During financial year 2021-22, the Company had entered into Memorandum of Understanding(MOU) with the proposed buyer for the sale of this part of the asset which did not materialise and the same is cancelled. The management of the Company is looking for a new buyer and is hopeful to finalise and execute the deal in near future.

103

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note 11A - Disclosure in respect of Capital Work in Progress :

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(Rs. In Lakhs)
Capital Work in Progress Amount in CWIP for a period of 31st March 2023 TOTAL
Less than 1 1 - 2 years 2 - 3 years More than 3
year years
Projects in progress - - - - -
Projects permanently - -
- 1.00 1.00
suspended
Total - - - 1.00 1.00
(Rs. In Lakhs)
Capital Work in Progress Amount in CWIP for a period of 31st March 2022 TOTAL
Less than 1 1 - 2 years 2 - 3 years More than 3
year years
Projects in progress - - - - -
Projects permanently - -
- 1.00 1.00
suspended
Total - - - 1.00 1.00
----- End of picture text -----

Note 12.1 - EQUITY SHARE CAPITAL (Rs. In Lakhs)

Note 12.1 - EQUITY SHARE CAPITAL	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
Authorised Capital 4,61,70,400 Equity Shares of Rs. 5/- each (Previous Year : 4,61,70,400 Equity Shares of Rs. 5/- each) TOTAL Issued Subscribed and fully paid up 2,88,85,881 Equity Shares of Rs. 5/- (Previous Year : 2,87,15,883 Equity Shares of Rs. 5/-)	2,308.52 2,308.52
	2,308.52 2,308.52
	1,444.29 1,435.79
	1,444.29 1,435.79

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.

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Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under:

Equity Shares The reconcilation of the number of shares outstanding at the beginning and	at the end of year is as under:
Particulars	As at 31-Mar-23 As at 31-Mar-22
Opening Number of Equity Shares Add: Equity Shares issued under ESOP Scheme Closing Number of Equity Shares	2,87,15,883 2,87,15,883 1,69,998 -
	2,88,85,881 2,87,15,883

During the year, the Company allotted 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.

The details of Shareholders holding more than 5% Equity Shares is as under:

Name of Share holder	As at 31-Mar-23 As at 31-Mar-22
	No. of Shares No. of Shares
Mr.Nirmal Bhogilal % Shareholding Bhogilal Family Trust % Shareholding	1,17,29,713 1,17,29,713 40.61% 40.85% 70,00,000 70,00,000 24.23% 24.38%

The details of shareholding of promoters is set out below :

Promoters Name	As at 31st March 2023	As at 31st March 2023	As at 31st March 2022	As at 31st March 2022	% of changes
	Number of shares	% of total Shares	Number of shares	% of total Shares
Nirmal PratapBhogilal	1,17,29,713	40.61%	1,17,29,713	40.85%	(0.24)
Total	1,17,29,713	40.61%	1,17,29,713	40.85%	(0.24)

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note 12.2 : OTHER EQUITY

	(Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 25.00 25.00 160.60 160.60 396.59 396.59 36.03 - 432.62 396.59 1,162.92 1,162.92 42.45 45.39 (1.34) (2.94) (17.75) - 23.36 42.45 63.05 63.05 7,816.46 8,480.62 856.85 (664.16) 8,673.31 7,816.46 (6.46) (50.33) 8.06 43.87 1.60 (6.46) 10,542.46 9,660.61
Particulars
a) Capital Reserve b) Capital Redemption Reserve c) Securities Premium Balance as at the beginning of the year Add : Premium on equity shares issued under ESOP Scheme Balance as at the end of the year d) General Reserve e) Employee Stock Option Reserve Balance as at the beginning of the year Add : Accural of Employee Compensation cost Less : Exercise of Options under ESOP Scheme Balance as at the end of the year f) Investment Allowance Reserve g) Retained Earnings Balance as at the beginning of the year Add : Profit/(Loss) for the year Balance as at the end of the year h) Other Comprehensive Income Balance as at the beginning of the year Add : Remeasurement gain /(loss) on defined benefit plan Balance as at the end of theyear
Total
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.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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.

h) Other Comprehensive Income

It represents the cumulative actuarial gains/(losses) on defined employee benefit plans.

	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 13.1 : BORROWINGS- NON CURRENT Secured Term Loans Working Capital Loans From Banksa 156.01 236.10 Less: Maturity within 1 year - (Refer Note 15.1) (83.33) 72.68 (83.33) 152.77 From Financial Institutions Vehicle Loan (Secured by Hypothecation of Vehicle) From Kotak Mahindra Prime Ltd. 1.94 3.71 Less: Maturity within 1 year (Refer Note 15.1) (1.94) - (1.77) 1.94 Repayable in various EMIs by March 2024 Unsecured Loans, Measured at Amortised Cost Loans & Advances from Related Parties Loan from Directors No specific terms of repayment has been specified, Interest free loan 4,217.04 1,830.40 Other Loans taken from related party Repayable after one year. Rate of Interest nil (P.Y. 12%) - 25.97 Inter Corporate Deposits 600.00 1100.00 Less: Maturity within 1 year (Refer Note 15.1) - 600.00(132.00) 968.00 [(Repayable by 1st April 2025. rate of interest 13.50% (P.Y. Repayable from 25th July 2021 to 27th March 2025. Rate of Interest 15.75%)] 5% - 5 Year Redeemable Non-Cummulative Preference Share of Rs. 100/- each fully paid from Related Party. [4,78,000 Redeemable on 27th March, 2026 and 2,14,480 redeemable on 19th June 2026. P.Y. - 4,78,000 Redeemable on 27th March, 2026 and 2,14,480 redeemable on 19th June 2026.] 628.99 623.28 5,518.71 3,602.36
		3,602.36

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
The reconciliation of the number of shares outstandingat the beginningand at the end ofyear is as under :
Particulars				31-Mar-23		31-Mar-22
OpeningNumber of Preference Shares				692,480		692,480
Add: Issued duringtheyear				-		-
Closing Number of Preference Shares				692,480		692,480
Details of Shareholder holdingmore than 5% Preference Shares are as under:
Particulars				31-Mar-23		31-Mar-22
Mr. Nirmal Bhogilal				692,480		692,480
% Shareholding				100%		100%
a) Details of Working capital Term Loan taken from Banks			(Rs. In Lakhs)
Bank Name	Interest Rate and Repayment Term	Security Given	Outstand- ing as at 31.03.2023		Repayable within one year		Repayable after one year
State Bank of India	@ 7.65 % p.a. and repayable upto 6th November 2024	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	56.01		33.33		22.68
Bank of Baroda	@ 7.50 % p.a. and repayable upto 30th March 2025	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	100.00		50.00		50.00
Total			156.01		83.33		72.68
Bank Name	Interest Rate and Repayment Term	Security Given	Outstanding as at 31.03.2022		Repayable within one year		Repayable after one year
State Bank of India	@ 7.65 % p.a. and repayable upto 6th November 2024	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	86.10		33.33		52.77
Bank of Baroda	@ 7.50 % p.a. and repayable upto 30th March 2025	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	150.00		50.00		100.00
Total			236.10		83.33		152.77
			(Rs. In Lakhs)
Particulars			As at 31-Mar-23 As at 31-Mar-22
NOTE 13.2 : TRADE PAYABLES- NON CURRENT Due to Micro Small and Medium Enterprises (Refer Note 23) Othersa			15.01 11.90 145.61 192.86
			160.62 204.76

a) Includes amount of Rs. 54.16 Lakhs (Previous Year - Rs. 66.71 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.

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Ageing schedule of Trade Payables outstanding as at 31st March 2023: (Rs. In Lakhs)
Particulars Outstanding for the following periods from due date of payment TOTAL
Less than 1-2 Years 2-3 Years More than 3 Years
1 Years
(i) MSME - 7.31 - 7.70 15.01
(ii) Others - 29.52 26.33 68.75 124.60
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - 21.01 21.01
Total - 36.83 26.33 97.46 160.62
Ageing schedule of Trade Payables outstanding as at 31st March 2022: (Rs. In Lakhs)
Particulars Outstanding for the following periods from due date of payment TOTAL
Less than 1-2 Years 2-3 Years More than 3 Years
1 year
(i) MSME - 1.13 2.61 8.16 11.90
(ii) Others - 41.71 38.77 91.36 171.84
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - 21.02 21.02
Total - 42.84 41.38 120.54 204.76
(Rs. In Lakhs)
Particulars 31-Mar-23 31-Mar-22
NOTE 13.3 : OTHER FINANCIAL LIABILITIES - NON CURRENT
Interest accrued and due on loans 95.04 84.65
95.04 84.65
Includes amount of Rs. 95.04 Lakhs (Previous Year - Rs. 84.65 Lakhs) due to related parties.
NOTE 13.4 : PROVISIONS - NON CURRENT
Provisions for Employee Benefits:
- Gratuity (Note 27) 269.37 266.22
- Leave Encashment (Note 27) 106.94 101.10
376.31 367.32
NOTE 13.5 : OTHER NON-CURRENT LIABILITIES
Advances and Deposits from Customers 346.19 329.46
346.19 329.46
----- End of picture text -----*

Includes amount of Rs. 197.84 Lakhs (Previous Year - Rs. Nil Lakhs) due to related parties.

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Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No: 14

DEFERRED TAX LIABILITIES (NET)

Item wise details of deferred tax liabilities (Net) are as under

Note No: 14 DEFERRED TAX LIABILITIES (NET) Item wise details of deferred tax liabilities (Net) are as under	Note No: 14 DEFERRED TAX LIABILITIES (NET) Item wise details of deferred tax liabilities (Net) are as under	Note No: 14 DEFERRED TAX LIABILITIES (NET) Item wise details of deferred tax liabilities (Net) are as under	Note No: 14 DEFERRED TAX LIABILITIES (NET) Item wise details of deferred tax liabilities (Net) are as under	Note No: 14 DEFERRED TAX LIABILITIES (NET) Item wise details of deferred tax liabilities (Net) are as under
(Rs.in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/ (Charge)	Recognised in Other Comprehensive Income Credit/ (Charge)	Closing Balance
For theyear ended 31st March 2023
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant and Equipment	(3,043.00)	(76.88)	-	(3,119.88)
- On account of fair Value of Land Rs.(118.73) Lakhs (Refer Note - (a) below)
- On account of other depreciable Property, Plant and Equipment Rs. 41.85 Lakhs
Total deferred tax liabilities(A)	(3,043.00)	(76.88)	-	(3,119.88)
Deferred tax assets
Expenses allowed onpayment basis	44.24	8.36	(3.62)	48.98
Provision for Investments	683.40	47.84	-	731.24
Provision for Doubtful debts, doubtful advances and inventory obsolescence	111.20	(43.00)	-	68.20
Provision for Capital WIP	73.14	5.12	-	78.26
Unabsorbed Depreciation	251.08	17.40	-	268.48
Unabsorbed Business Loss	563.16	76.48	0.51	640.15
Total deferred tax assets(B)	1,726.22	112.20	(3.11)	1,835.31
Deferred Tax Liabilities(NET) (A+B = C)	(1,316.78)	35.32	(3.11)	(1,284.57)
Minimum Alternate tax(D)	18.43	(11.43)	-	7.00
Deferred Tax Liabilities(NET) (C+D)	(1,298.35)	23.89	(3.11)	(1,277.57)
For theyear ended 31st March 2022
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant and Equipment	(3,192.09)	149.09	-	(3,043.00)
- On account of fair Value of Land Rs. 58.56 Lakhs (Refer Note - (a) below)
- On account of other depreciable Property, Plant and Equipment Rs. 90.53 Lakhs
Total deferred tax liabilities(A)	(3,192.09)	149.09	-	(3,043.00)

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
(Rs.in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/(Charge)	Recognised in Other Comprehensive Income Credit/ (Charge)	Closing Balance
Deferred tax assets
Expenses allowed onpayment basis	43.94	3.88	(3.58)	44.24
Provision for Investments	683.40	-	-	683.40
Provision for Doubtful debts, doubtful advances and inventoryobsolescence	109.44	1.76	-	111.20
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciation	231.14	19.94	-	251.08
Unabsorbed Business Loss	829.73	(254.74)	(11.83)	563.16
Total deferred tax assets(B)	1,970.79	(229.16)	(15.41)	1,726.22
Deferred Tax Liabilities(NET) (A+B = C)	(1,221.30)	(80.07)	(15.41)	(1,316.78)
Minimum Alternate tax(D)	130.32	(111.89)	-	18.43
Deferred Tax Liabilities(NET) (C+D)	(1,090.98)	(191.96)	(15.41)	(1,298.35)

Note :

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. (118.73) Lakhs (P.Y. deferred tax credit of Rs. 58.56 Lakhs) which is part of deferred tax credit of Rs. 35.32 Lakhs for the year ended 31st March 2023 (P.Y. deferred tax charge of Rs. (80.07) 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. .

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Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate:

account profit multiplied by the applicable tax rate:
		(Rs.in Lakhs)
Particulars	2022-23	2021-22
Profit / (Loss) before tax	832.96	(470.28)
Applicable tax rate	27.82%	26.00%
Tax using the applicable tax rate	-	-
Tax effect of:
Add: Non deductible tax expenses	497.94	542.08
Less: Deductible tax expenses	501.21	337.91
Less: Taxed at different rates	-	-
Taxable Income*	829.69	(266.11)
Current Tax expense recognised in the Statement of Profit and Loss	-	-
Weighted average Tax rate	0.00%	0.00%

Taxable income for the current year got set off with the carried forward losses of the Company hence there is no current tax expenses.

The tax rate of 27.82% is applicable to the next financial year.

Tax expense recognised in the statement of profit and loss / Other comprehensive Income (OCI) are as below:

	(Rs.in Lakhs) 2022-23 2021-22 - - 139.51 (265.93) (118.73) 58.56 20.78 (207.37) 23.89 (191.96) (3.11) (15.41)
Particular
Current Tax Expense Deferred tax expense/ ( Asset) relating to - Origination and reversal of temporary differences - Different tax rates Total Tax expenses including deferred tax credit/ (charge) recognised in the state- ment of profit and loss Deferred tax liability/ ( asset) relating to remeasurement of the defined benefit plan recognised in OCI

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 15.1 : BORROWINGS- CURRENT SECURED Loans repayable on demand From Banks Cash Credit and Working Capital Borrowings (Refer Note - 22 (a))1C141 Term Loan from Banks and Financial institutionsaD164b UNSECURED Inter Corporate Depositsb1D164 Loan from Directorsce Current maturities of Long Term Loan - Secured and Unsecured (Refer Note 13.1)	848.00 1,608.52 150.61 178.25 - 813.23 131.20 190.00 85.27 217.10
	1,215.08 3,007.10

a) Details of Working capital Term Loan from Banks

Name of Bank/ Financial Institution	Interest rate and Repayment term	Security Given	Outstanding as at 31-Mar-23	Outstanding as at 31-Mar-22
Punjab National Bank	@ 7.85 % and repayable upto 28th June 2022	ECL Borrowing no additional security given	-	6.95
Indusind Bank	@ 8.60 % and repayable upto 1st February 2023	ECL Borrowing no additional security given	-	15.66
Canara bank	@ 7.65 % and repayable upto 25th August 2022	FITL Borrowing no additional security given	-	1.93
State bank of inda	@ 6.95% and repayable upto 30th July 2022	FITL Borrowing no additional security given	-	2.82
Oxyzo Financial Ser- vices Pvt Ltd.	@ 14.00 % and repayable in 26th October 2023	Secured By Bank Guarantee given by Bank of Baroda on behalf of the Company of Rs. 150.00 lakhs	150.61	150.89
Total			150.61	178.25

b) includes amount taken from related party of Rs.Nil lakhs (P.Y. amount Rs.590.26 Lakhs @ 15.00% interest -

repayable within 90 days).

c) Loan taken from directors of Rs. 131.20 Lakhs are interest free loan (P.Y. Rate of Interest - 12% p.a. on Rs. 75 Lakhs and balance amount of Rs.115 Lakhs are interest free loan from directors.).

113

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 584.65 479.81 1,373.45 1,656.64 1,958.10 2,136.45
Particulars
NOTE 15.2 : TRADE PAYABLES- CURRENT Due to Micro Small and Medium Enterprises (Refer Note 23) * Others#7

Includes amount of Rs. 3.73 (Previous Year - Rs. 39.72 Lakhs) due to related parties

Includes amount of Rs.17.95 Lakhs (Previous Year - Rs. 46.33 Lakhs) due to related parties.

Ageing schedule of Trade Payables outstanding as at 31[st ] March 2023:

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----- Start of picture text -----

Particulars Outstanding for the following periods from due date of payment TOTAL
Less than 1-2 Years 2-3 Years More than
1 Years 3 Years
(i) MSME 584.65 - - - 584.65
(ii) Others 1,373.45 - - - 1,373.45
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 1,958.10 - - - 1,958.10
----- End of picture text -----

Ageing schedule of Trade Payables outstanding as at 31[st] March 2022:

Particulars	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	TOTAL
	Less than 1 Years	1-2 Years	2-3 Years		More than 3 Years
(i) MSME	479.81	-		-	-	479.81
(ii) Others	1,656.64	-		-	-	1,656.64
(iii) Disputed dues – MSME	-	-		-	-	-
(iv) Disputed dues - Others	-	-		-	-	-
Total	2136.45	-		-	-	2,136.45
Particulars				As at 31-Mar-23 As at 31-Mar-22
NOTE 15.3 : OTHER CURRENT LIABILITIES Advances and Deposits# Statutory Liabilities Employee Related Liabilities Interest accrued and due on loans* Other Liabilities				1,540.00 2,302.77 24.76 94.14 219.21 320.84 - 12.60 240.23 228.22
				2,024.20 2,958.57

Includes amount of Rs. 130.55 Lakhs (Previous Year - Rs. 325.32 Lakhs) advance received from related parties.
Includes amount of Rs. 39.27 Lakhs (Previous Year - Rs. 64.07 Lakhs) due to related parties.
** Includes amount of Rs. Nil Lakhs (Previous Year - Rs. 12.60 Lakhs) due to related parties.

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	(Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 24.16 14.09 31.39 29.89 53.78 43.70 109.33 87.68 (Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 16,914.46 12,825.61 2,367.97 1,585.26 203.04 196.07 19,485.47 14,606.94 59.86 - 0.25 - 0.97 - 210.27 - 35.68 140.12 7.57 1.85 64.40 10.18 4.40 2.74 121.12 111.66 504.52 266.55
Particulars
NOTE 15.4 : PROVISIONS- CURRENT Provisions for Employee Benefits: - Gratuity (Note 27) - Leave Encashment (Note 27)2H376 Warranty Provisions (Note 32)2H337

Particulars
NOTE 16: REVENUE FROM OPERATIONS Sale of Products Sale of Services Other Operating Revenue NOTE 17 : OTHER INCOME Exchange Difference Gains Profit on Sale of Property, Plant and Equipment's (net) Bad Debt Recovered Reversal of Provision for Doubtful Debts Credit Balances Written Back (net) Interest Income - on fixed deposits - on financials instruments measured at amortised cost (Net) - others Other Income

115

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs) Year ended 31-Mar-23 Year ended 31-Mar-22 6,137.14 5,359.18 37.05 35.07 415.70 371.40 6,589.89 5,765.65 5,421.77 4,035.97 5,421.77 4,035.97 544.19 898.90 137.94 119.68 16.32 16.65 698.45 1,035.23 898.90 623.69 119.68 60.89 16.65 17.08 1,035.23 336.78 701.66 (333.57) 2,067.30 1,925.10 101.20 93.25 (1.34) (2.93) 90.49 95.07 152.69 151.91 2,410.34 2,262.40	(Rs. In Lakhs) Year ended 31-Mar-23 Year ended 31-Mar-22 6,137.14 5,359.18 37.05 35.07 415.70 371.40 6,589.89 5,765.65 5,421.77 4,035.97 5,421.77 4,035.97 544.19 898.90 137.94 119.68 16.32 16.65 698.45 1,035.23 898.90 623.69 119.68 60.89 16.65 17.08 1,035.23 336.78 701.66 (333.57) 2,067.30 1,925.10 101.20 93.25 (1.34) (2.93) 90.49 95.07 152.69 151.91 2,410.34 2,262.40
Particulars
NOTE 18.1 : COST OF MATERIALS CONSUMED Raw Materials Consumed Cost of Services Rendered Job Work Charges Incurred NOTE 18.2 : PURCHASE OF STOCK IN TRADE Purchases of Stock in Trade NOTE 18.3 : CHANGE IN INVENTORY OF FINISHED GOODS, WORK IN PROGRESS & STOCK IN TRADE Stock at Close : Work-in-Process Stock-in-trade Finished Goods Less : Stock at Commencement : Work-in-Process Stock-in-trade Finished Goods NOTE 19 : EMPLOYEE BENEFIT EXPENSES Salaries, Wages, Allowances and Bonus Contribution to Provident and Other Funds (Note 27) Expenses on Employee Stock Option Scheme (ESOP) Provision for Gratuity and Leave Encashment (Note 27) Staff Welfare Expenses









	544.19
	137.94
	16.32
	698.45


	898.90
	119.68
	16.65
		2,067.30 101.20 (1.34) 90.49 152.69 2,410.34

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Annual Report 2022-23

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

(Rs. In Lakhs)
Year ended
31-Mar-23
Year ended
31-Mar-22
373.87
668.65
17.98
11.83
94.07
113.23
485.92
793.71
22.42
18.35
380.19
282.67
120.61
65.52
16.64
24.32
187.93
69.14
32.97
70.18
17.70
13.98
273.74
205.31
409.98
310.06
93.96
69.20
335.85
239.47
316.50
258.78
82.99
70.24
62.61
21.17
49.06
45.08
462.27
389.71
5.15
5.20
0.10
3.69
0.27
-
383.77
13.17
27.70
6.77
-
29.97
12.26
21.35
293.65
288.56
3,588.32
2,521.89

Particulars

NOTE 20 : FINANCE COST
Interest Expenses
Interest on Lease Liabilities
Bank Charges and other borrowing cost
NOTE 21 : OTHER EXPENSES
Rent (Note 34)
Rates and Taxes
Power and Fuel
Insurance
Sales Commission
Exhibitions/ Advertisement Expenses
Printing and Stationery
Travelling and Conveyance
Audit, Legal and Professional Charges (Note 35)
Vehicle Maintenance
Packing and Cartage
Stores & Loose Tools Consumed
Repairs to Machinery
Repairs to Buildings
Repairs to Other Assets
Job work Charges
Directors' Sitting Fees
Loss on Sale / Assets Written Off (Net)
Investment Written off
Bad Debts *
Provision for Doubtful Debts/Advances (net)
Exchange Difference Loss
Reversal of SEIS Entitlement recoverable
Miscellaneous Expenses

Includes amounts of Rs. 131.56 lakhs (P.Y. Rs. Nil) written off on account of trade receivable from one of its related party .

117

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No 22:

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 2nd 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.
c) There has not been any default in repayment of borrowings and interest during the current and previous financial years.
d) The Company is not declared wilful defaulter by any bank or financials institution or other lender.
e) The quarterly statements of current assets filed by the Company with banks are in agreement with the books of accounts of the Company except for certain immaterial differences which has been duly reconciled and presented here below:

(Rs. in Lakhs)

Quarter Ended	Value as per quarterly statements fled with Banks	Value as per Ind AS books of account	Difference	Reason for difference
June 2022	3,908.17	3,848.50	59.67	Due to estimated overhead loading on the work in progress and finished goods stock and receivables stated prior to adjustment of Expected Credit Loss provisioning (ECL).
September 2022	4,415.48	4,327.74	87.74
December 2022	4,380.19	4,317.70	62.49
March 2023	3,734.42	3,640.16	94.26

Note No 23:

Disclosure required under section 22 of the Micro, small and medium enterprises development Act, 2006:

(Rs. In Lakhs)

			(Rs. In Lakhs)
Sr. No.	Particulars	As at 31st March 2023	As at 31st March 2022
1	Principal amount due and remaining unpaid	599.66	491.71
2	Interest due on above and the unpaid interest	28.43	25.60
3	Interest Paid	-	-
4	Payment made beyond the appointed day during the year	1,314.99	1,245.76

118

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

5	Interest due and payable for the period of delay *	38.90 34.32
6	Interest accrued and remaining unpaid	28.43 25.60
7	Amount of further interest remaining due and payable in succeeding years	28.43 25.60

* Not claimed by Suppliers

NOTE 24 - CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

			(Rs.in Lakhs)
Particulars		As at 31st March 2023	As at 31st March 2022
A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
	Disputed Sales Tax/Excise Demands *	118.09	120.78
	*The Company has filed appeals against the respective orders
	and has paid Rs. 40.40 Lakhs against the dispute in earlier years.
	TDS Demands (F.Y. 2007-08 till F.Y. 2022-23)	10.35	117.61
	Custom Duty demands (F.Y. 2019-20)	36.04	36.04
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	144.48	168.21
C.	GUARANTEES GIVEN:
	Corporate Guarantee given to banks and financial institutions
	for credit facilities/performance guarantees extended by them to	3,340.23	3,140.24
	Batliboi Environmental Engineering Limited (BEEL), a related party.
	Guarantees given by the Company's bankers on behalf of BEEL
	specific guarantee facility given in matter of one of its vendors (which is part of Corporate Guarantee shown in above row of Rs.	358.79	858.54
	3,340.23 Lakhs (P.Y. Rs. 3,140.24 Lakhs)
	Guarantees given on behalf of the Company by its bankers.	352.33	353.18
D.	Amount, if any, arising out of liquidation of AESA Air Engineering SA, France (erstwhile a step-down subsidiary) (Refer Note 38)

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 party, 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 Rs. 1.44 Lakhs (31st March 2022 Rs. Nil).

119

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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.
b) Quickmill Inc.- Canada[1]
c) 760 Rye Street Inc., Canada[1]
d) Vanderma Holdings Ltd – Cyprus[2]
1 These are step down subsidiaries.
2 This was step down subsidiary Upto 22nd January 2021- the subsidiary got deregistered on 25th April 2021.
ii) Key Management Personnel and their relatives:
a) Mr. Nirmal Bhogilal, Chairman
b) Mr. Sanjiv Joshi, Managing Director
c) Mrs. Sheela Bhogilal, Director
d) Mr. Ghanshyam Chechani, Chief Financial Officer
e) Mr. Kabir Bhogilal, Chief X Officer/Director (Upto 10th February 2022 / w.e.f. 11th February 2022)
f) Mrs. Maya Bhogilal
g) Mr. Ganpat Sawant, Company Secretary (Upto 10th June, 2021)
h) Mrs. Pooja Sawant, Company Secretary (w.e.f. 19th July 2021)
iii) Independent / Non-Executive Directors
a) Mr. Ameet Hariani
b) Mr. Eknath.Kshirsagar
c) Mr. George Verghese
d) Mr. Subodh Bhargava
e) Mr. Vijay Kirloskar (Upto 27th April 2021)
iv) Enterprises over which Key Management Personnel are able to exercise significant influence:
a) Batliboi Environmental Engineering Ltd
b) Batliboi International Limited
c) Batliboi Impex Ltd
d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)
e) Sustime Pharma Ltd
f) Spartan Electricals
g) Bhagmal Investments Pvt Ltd
h) Delish Gourment Pvt Ltd

120

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

i) Hitco Investments Pvt Ltd
j) Nirbhag Investment Pvt Ltd
k) Pramaya Shares and securities Pvt Ltd
l) Bhogilal Trusteeship Pvt Ltd
v) Entities in which management personnel are trustees:
a) Bhogilal Leherchand Foundation
b) Leherchand Uttamchand Trust Fund
c) Shekhama Family Trust
d) Bhogilal Family Trust

*Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) – 24 disclosed above is as identified by the Company and relied upon by the auditors.

B) Transactions and Outstanding Balances:

(Rs. In Lakhs)

Sr. No.	Particulars	Subsidiary Companies	Subsidiary Companies	Entities in which Key Management Personnel or their relatives have signifcant infuence	Entities in which Key Management Personnel or their relatives have signifcant infuence	Key Management Personnel & their Relatives	Key Management Personnel & their Relatives
		2022-23	2021-22	2022-23	2021-22	2022-23	2021-22
	Transactions
i.	Purchase of goods/ material/ services	-	-	267.33	581.55	-	5.90
ii	Sale of goods/ materials/ services/ recovery of expenses	61.33	53.36	1,579.19	1,137.80	-	-
iii	Rent/License fee received(paid)	-	-	(1.73)	(11.52)	(5.40)	(5.40)
iv	Bad Debts	-	-	131.56	-	-	-
v	Interest Paid (Received)	-	-	7.99	98.43	4.25	15.34
vi	Loans and Advance Received/ (Refunded)(Net)	-	-	50.00	1,331.50	2,397.95	190.00
vii	Loans and advances repaid	-	-	589.43	1,535.25	-	-
viii	Remuneration	-	-	-	-	149.01	126.09
ix	Director Sitting Fees	-	-			5.15	5.20
II)	Outstanding Balances as at
a	Loans Received	-	-	-	616.23	4,348.24	2,020.40
b	Loans and Advance Given	-	-	10.48	-	-	-

121

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

c	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -	Receivable (for goods, services and other items) -
	i) Trade Receivables	-	-	381.53	465.27		-
d	Payables (for goods, services and other items)
	i) Interest accrued and due on loans	-	-	-	6.03	95.04	91.22
	ii) Employee Related Liabilities	-	-	-	-	39.27	64.07
	iii) Trade Payables	-	-	55.43	122.94	20.41	29.82
e	Advance Received	-	-	328.39	325.32	-	-
f	Outstanding investment in preference shares	558.10	531.89	-	-	-	-
g	Outstanding Guarantee	-	-	3,340.23	3,140.24	-	-

C) Disclosure of material transactions between the company and related parties and the status of outstanding balances:

			(Rs In Lakhs) 31st March 2023 31stMarch 2022 146.83 386.09 9.96 16.06 95.50 72.79 15.04 95.95 - 10.66 - 5.90 976.17 788.87 578.55 324.15 18.11 17.53 1.26 1.35 5.10 5.90 61.33 53.36 (3.29) (3.29) - (2.23) 7.56 - (5.40) (5.40) (6.00) (6.00)	(Rs In Lakhs) 31st March 2023 31stMarch 2022 146.83 386.09 9.96 16.06 95.50 72.79 15.04 95.95 - 10.66 - 5.90 976.17 788.87 578.55 324.15 18.11 17.53 1.26 1.35 5.10 5.90 61.33 53.36 (3.29) (3.29) - (2.23) 7.56 - (5.40) (5.40) (6.00) (6.00)
Particulars	Enterprise / Key Management	Relationship	31st March 2023	31stMarch 2022
Purchase of Goods/ materials/ services/ payment of expenses	Batliboi Environmental engineering Ltd	Entities in which key management personnel and/or their relatives have significant influence	146.83	386.09
	Batliboi International Ltd		9.96	16.06
	Batliboi Impex Ltd		95.50	72.79
	Spartan Electricals		15.04	95.95
	Hitco Investments Pvt Ltd		-	10.66
	Hariani & Co	KeyManagerial Person	-	5.90
Sale of goods/ materials/services / recovery of expenses	Batliboi Environmental engineering Ltd	Entities in which key management personnel and/or their relatives have significant influence	976.17	788.87
	Batliboi International Ltd		578.55	324.15
	Batliboi Renewable Energy Solutions Pvt Ltd		18.11	17.53
	Spartan Electricals		1.26	1.35
	Batliboi Impex Ltd		5.10	5.90
	Quickmill Inc.	Subsidiary	61.33	53.36
Rent/License fees received/(paid)	Batliboi Renewable Energy Solutions Pvt Ltd	Entities in which key management personnel and/or their relatives have significant influence	(3.29)	(3.29)
	Spartan Electricals		-	(2.23)
	Batliboi Impex Ltd		7.56	-
	Nirmal Bhogilal (Guest House)	Chairman	(5.40)	(5.40)
	Shekhama Family Trust	Trusts in which management personnel are trustees	(6.00)	(6.00)

122

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Bad Debts	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	131.56	-
Interest Paid/ (Received)	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	1.68	3.62
	Hitco Investments Pvt Ltd		6.31	94.81
	Sheela Bhogilal	Key Managerial Person	4.25	15.34
Loans and advances received	Hitco Investments Pvt Ltd	Entities in which key management	-	1,331.50
	Spartan Electricals	personnel and/or their relatives have significant influence	50.00	-
	Nirmal Bhogilal	Key Managerial Person	1,352.95	80.00
	Kabir Bhogilal		-	35.00
	Sheela Bhogilal		1,045.00	75.00
Loans and advances repaid	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	29.43	-
	Hitco Investments Pvt Ltd		560.00	1,535.25
Remuneration paid to Key Management Personnel and their Relatives.	Kabir Bhogilal	Chief X Officer/Director	51.24	43.27
	Ganpat Sawant	Company Secretary	-	1.88
	Sanjiv Joshi	Managing Director	61.80	49.56
	Pooja Sawant	Company Secretary	8.51	4.93
	Ghanshyam Chechani	Chief Financial Officer	27.46	26.45
Director Sitting Fees	Mrs. Sheela Bhogilal	Director	0.45	0.60
	Mr. Ameet Hariani		1.20	1.20
	Mr. Eknath Kshirsagar	Independent / Non	1.30	1.30
	Mr. George Verghese	Executive Director	0.90	0.80
	Mr. Subodh Bhargava		1.30	1.30

123

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
Outstanding balances (Rs. In Lakhs)
Sr. No.	Particulars 2022-23 2021-22
Outstanding Loans and Advances Received
A)	Entities in which key management personnel and/or
	their relatives have significant influence
i)	Batliboi International Ltd - 25.97
ii)	Hitco Investments Pvt Ltd - 590.26
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal 3,152.86 1,843.40
ii)	Sheela Bhogilal 1,160.38 142.00
iii)	Kabir Bhogilal 35.00 35.00
Outstanding Loans and Advances Given
A) Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd 8.90 -
ii)	Batliboi International Ltd 1.56 -
iii)	Batliboi Impex Ltd 0.02 -
Outstanding Receivable for goods, services and other items
A) Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd 352.97 305.09
ii)	Batliboi International Ltd 24.07 155.24
iii)	Batliboi Impex Ltd 3.58 4.48
iv)	Spartan Electricals 0.83 -
v)	Batliboi Renewable Energy Solutions Pvt Ltd 0.08 0.46
Outstanding Payables for goods, services and other items
A) Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd - 28.82
ii)	Batliboi International Ltd 2.57 3.46
iii)	Batliboi Renewable Energy Solutions Pvt Ltd 0.07 2.09
iv)	Spartan Electricals 3.73 39.72
v)	Hitco Investments Pvt Ltd - 6.72
vi)	Pramaya Shares and securities Pvt Ltd - 1.27
vii)	Nirbhag Investment Pvt Ltd - 1.30
viii)	Batliboi Impex Ltd 4.57 -

124

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Sr.No.	Particulars	2022-23	2021-22
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal	92.81	102.00
ii)	Sheela Bhogilal	53.78	49.96
iii)	Kabir Bhogilal	3.12	15.63
iv)	Hariani & Co	-	0.54
v)	Sanjiv Joshi	3.05	14.46
vi)	Ghanshyam Chechani	1.28	1.39
vii)	Pooja Sawant	0.68	1.13
C)	Management personnel are trustees and Related
i)	Shekhama Family Trust	44.49	45.59
Outstanding Advance received
A)	Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi International Ltd	199.43	228.23
ii)	Batliboi Renewable Energy Solutions Pvt Ltd	28.96	47.13
iii)	Spartan Electricals	100.00	49.96
Outstanding Investment in preference shares
A)	Subsidiary Companies
i)	Queen Projects (Mauritius) Ltd	558.10	531.89
Outstanding Guarantees/collateral security
	Subsidiary Companies / Entities in which key management
A)	personnel and/or their relatives have significant
	influence
i)	Batliboi Environmental Engineering Ltd	3,340.23	3,140.24

NOTE 26 - FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Company and outstanding as at 31st March 2023 for Hedging currency and interest related risks.

Nominal number of derivative contracts entered by the Company and outstanding is given below:

			(Rs. In Lakhs)
Sr. No.	Particulars	31st March 2023	31st March 2022
1	Interest Rate Swaps	-	-
2	CurrencySwaps	-	-

125

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31st March

2023 and 31st March 2022:

b.Foreign Currency payables and receivab 2023 and 31st March 2022:	les that are not hedged by deriva	tive instruments as on 31st March	tive instruments as on 31st March
Particulars	31st March 2023 (In Lakhs)	31st March 2022 (In Lakhs)
Foreign Currency Receivable exposure:	(In FCY Lakhs) (In Rs. Lakhs)	(In FCY Lakhs)	(In Rs. Lakhs)
Euro	7.83 700.00	7.43	624.69
US Dollar	0.30 24.76	0.71	53.44
Japan Yen	8.39 5.20	14.93	9.25
Foreign Currency Payable exposure
EURO	0.42 37.58	-	-

c. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 27 - “EMPLOYEE BENEFITS” :

The Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

under contribution to Provident Fund and Other Funds:
		(Rs in Lakhs)
Particulars	31st March 2023	31st March 2022
Contribution to Provident Fund	89.29	78.98
Contribution to ESIC	3.92	5.93
Contribution to Superannuation Fund	7.99	8.34
Total	101.20	93.25

Provident Fund:

The Fair value of the assets of the provident fund trust as of the Balance Sheet date is greater than the obligation, including interest and also the returns on these plan assets including the amount already provided are sufficient to take care of provident fund interest obligations, over and above the fixed contributions.

126

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

b. Defined Benefit Plans:

b. Defned Beneft Plans:
	(Rs in Lakhs)
Sr. No. Particulars	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2023 31st March 2022 31st March 2023 31st March 2022 31st March 2023 31st March 2022
1 Change in Beneft Obligation - Liability at the beginning of the year Interest cost Current Service Cost Benefit Paid Actuarial (gain) / Loss on obli- gation Liability at the end of the year 2 Changes in the Fair Value of Plan Assets - Present Value of Plan Assets as at the beginning of the year Expected Return on Plan Assets Actuarial (Gain)/Loss Employers’ Contributions Benefits Paid Present Value of Planned Assets as at end of the year 3 Amount Recognized in the Bal- ance Sheet including a recon- ciliation of the Present Value of Defned Beneft Obligation and the Fair Value of Assets Present Value of Defined Benefit Obligation as at the end of the year Fair Value of Plan Assets as at the end of the year Net Liability recognized in the Balance Sheet as at the end of the year 4 Expenses Recognized in the Proft and Loss Account Service Cost Interest Cost Expected Return on Plan Assets	280.31 326.03 120.22 117.13 10.77 11.55 20.11 20.09 8.59 7.31 0.77 0.71 19.51 27.24 19.78 19.79 21.73 19.93 (28.25) (47.49) (30.51) (31.72) (-) (-) 1.85 (45.56) 9.18 7.71 (22.20) (21.42) 293.53 280.31 127.26 120.22 11.07 10.77 - - - - - - - - - - - - - - - - - - 28.25 47.49 30.51 31.72 - - (28.25) (47.49) (30.51) (31.72) - - - - - - - - 293.53 280.31 127.26 120.22 11.07 10.77 - - - - - - 293.53 280.31 127.26 120.22 11.07 10.77 19.51 27.24 19.78 19.79 21.73 19.93 20.11 20.09 8.59 7.31 0.77 0.71 - - - - - -

127

Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Sr.
No.
Particulars

Gratuity
(Non-Funded)
Leave Encashment
(Non funded)
Compensated
Absences(Non funded)

31st March
2023
31st March
2022
31st March
2023
31st March
2022
31st March
2023
31st March
2022

Curtailment Cost/(Credit)
-
-
-
-
-
-
Settlement Cost/(Credit)
-
-
-
-
-
-
Total Expenses recognized in
the Profit and Loss A/c
39.62
47.33
28.37
27.10
22.50
20.64
5
Actual Return on Plan Assets
Estimated Contribution to be
made in the next annual year
The composition of plan as-
sets: i.e. percentage of each
category of plan assets to
total fair value of plan assets:
a) Govt of India Securities
-
-
-
-
-
-
b) Corporate Bonds
-
-
-
-
-
-
c) Special Deposit Scheme
-
-
-
-
-
-
d) Equity Shares of Listed Compa-
nies
-
-
-
-
-
-
e) Property
-
-
-
-
-
-
f) Insurance Managed Funds
-
-
-
-
-
-
g) Others
-
-
-
-
-
-
Total
-
-
-
-
-
-
6
Amount recognised in Other
Comprehensive Income (OCI)
Actuarial (Gains) / Losses on
Obligations for the period
1.85
(45.56)
9.18
7.71
(22.20)
(21.43)
Re-measurement (Return on
Plan Assets Excluding Interest
Income)
-
-
-
-
-
-
Change in Asset Ceiling
-
-
-
-
-
-
Net (Income) / Expenses for
the period recognized in OCI
1.85
(45.56)
9.18
7.71
(22.20)
(21.43)
7
Principal Actuarial Assumptions at the Balance Sheet Date
Retirement age
58 years for employees at Manufacturing facilities at Udhna and 60
years at other locations
Discount rate
7.22% p.a. 7.36% p.a.
7.22% p.a. 7.36% p.a. 7.22% p.a.
7.36% p.a.
Mortality
Indian Assured Lives Mortality (2012-2014) Ultimate
Salary escalation
4% p.a.
4% p.a.
4% p.a.
4% p.a.
4% p.a.
4%p.a.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2023 31st March 2022 31st March 2023 31st March 2022 31st March 2023 31st March 2022
Projected benefts payable in future years from the date of reporting 1st following year Sum of years 2 to 5 Sum ofyears 6 to 10	24.16 14.07 8.02 6.92 4.28 5.59 126.25 132.69 29.34 27.62 35.43 34.63 96.53 76.97 30.78 28.06 41.35 32.20
Sensitivity Analysis on PBO
Delta effect of 1% increase in rate of discounting Delta effect of 1% decrease in rate of discounting Delta effect of 1% increase in rate of salary escalation Delta effect of 1% decrease in rate of salaryescalation	274.22 261.62 94.62 88.44 10.14 9.80 315.64 301.74 115.80 108.96 12.16 11.90 315.06 301.18 115.95 109.12 12.19 11.93 274.29 261.32 94.35 88.17 10.10 9.76
NOTE NO. 28: Earning per share Particulars 31st March 2023 31st March 2022 Profit/ (Loss) after Tax – (Rs in Lakhs) 856.85 (664.16) No. of Equity shares of Rs. 5 each outstanding 2,88,85,881 2,87,15,883 Weighted Average Number of Equity Shares Outstanding during the year For Basic 2,87,39,170 2,87,15,883 For Diluted 2,95,91,173 2,87,15,883 Earnings Per Equity Share (Rs.) Basic 2.98 (2.31) Diluted 2.90 (2.31)

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.

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	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	As at 31-Mar-23			As at 31-Mar-22			Fair Value Measurement Hierarchy
	Amortised Cost	FVPL	At Cost	Amortised Cost	FVPL	At Cost
FINANCIAL ASSETS
Investments	-	558.10	5.00	- 1,521.49 8.47 34.39 1.42 378.72	531.89 - - - - -	5.27 - - - - -	Level 2
Trade receivables	1,889.51	-	-
Cash and cash equivalents	169.92	-	-
Other Bank balances	199.25	-	-
Loans	0.55	-	-
Others Total Financial Assets	274.37	-	-
	2,533.60	558.10	5.00	1,944.49	531.89	5.27
FINANCIAL LIABILITIES
Borrowings	6,733.79	-	-	6,609.46 191.95 2,341.21 3,372.68	- - - -	- - - -	Level 2
Lease Liabilities	131.22	-	-
Trade payables	2,118.72	-	-
Other financial liabilities Total Financial Liabilities	2,465.43	-	-
	11,449~~.~~16	-	-	12,515.30	-	-

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

Type	Valuation technique
Fixed Rate Borrowings	Discounted cash flows: The valuation model considers the present value of expected payment discounted using appropriate discountingrates.

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.

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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.

The following table provides information about the exposure to credit risk and measurement of loss allowance using lifetime expected credit loss for trade receivables:

allowance using lifetime expected credit loss for trade receivables:	allowance using lifetime expected credit loss for trade receivables:	allowance using lifetime expected credit loss for trade receivables:	allowance using lifetime expected credit loss for trade receivables:	allowance using lifetime expected credit loss for trade receivables:	allowance using lifetime expected credit loss for trade receivables:
(Rs. In Lakhs)
Particulars	Up to 6 months	6 months. to 1year.	1 year to 3 years	More than 3 years	Total
As at 31st March 2023
Gross Carrying Amount	1,467.86	154.38	132.57	352.15	2,106.96
Specific Provision	-	-	-	217.45	217.45
Carrying Amount	1,467.86	154.38	132.57	134.70	1,889.51
As at 31st March 2022
Gross Carrying Amount	1,009.41	135.30	425.37	379.13	1,949.21
SpecificProvision	-	-	63.54	364.18	427.72
Carrying Amount	1,009.41	135.30	361.83	14.95	1521.49

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 169.92 lakhs as at 31st March 2023 (31st March 2022: Rs. 8.47 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.

(Rs. In Lakhs)

Particulars	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
	Carrying amount	Up to 1 year	1-2 years	2-5 years	More than 5years	Total
As on 31st March 2023
Non-derivative financial liabilities
Borrowings	6,733.79	1,215.08	72.68	1,228.99	4,217.04	6,733.79
Interest	95.04	-	-	-	95.04	95.04
Tradepayables	2,118.72	1,958.10	160.62	-	-	2,118.72

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As on 31st March 2022
Non-derivative financial liabilities
Borrowings	6,609.46	3,007.10	481.28	667.41	2,453.67	6,609.46
Interest	97.25	12.60	-	-	84.65	97.25
Trade payables	2,341.21	2,136.45	204.76	-	-	2,341.21

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.

Exposure to Interest rate risk :

The Company’s interest rate risk arises from borrowings. The interest rate profile of the Company’s interestbearing long term financial instruments is as follows:

bearing long term financial instruments is as follows:	bearing long term financial instruments is as follows:	bearing long term financial instruments is as follows:
(Rs In Lakhs)
Particulars	31st March 2023	31st March 2022
Fixed-rate instruments	908.56	2,499.26
Variable-rate instruments	848.00	1,608.52
Total	1,756.56	4,107.78

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.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are as below: (Rs. In Lakhs)

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are	NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS Exposure to currency risk: The currency profile of financial assets and financial liabilities as on 31st March 2023 and 31st March 2022 are
as below: (Rs. In Lakhs)
Particulars	Total	INR	JPY	EURO	USD		MUR
As at 31 March 2023
Financial assets
Cash and cash equivalents	169.92	169.92	-	-	-		-
Loans and advances	208.20	208.20	-	-	-		-
Other current fnancial assets	199.25	199.25	-	-	-		-
Trade and other receivables	1,889.51	1,159.55	5.20	700.00	24.76		-
Other Non-current fnancial asset	629.82	71.72	-	-	-		558.10
Exposure for assets (A)	3,096.70	1,808.64	5.20	700.00	24.76		558.10
Financial liabilities
Long term borrowings	5,518.71	5,518.71	-	-	-		-
Short term borrowings	1,215.08	1,215.08	-	-	-		-
Trade and other payables	2,118.72	2,118.72	-	-	-		-
Other Current fnancial liabilities	2,072.08	2,034.50	-	37.58	-		-
Other Non-Current fnancials Liabilities	524.57	524.57	-	-	-		-
Exposure for liabilities (B)	11.449.16	11,411.58	-	37.58	-		-
Net exposure (A-B)	(8,352.46)	(9,602.94)	5.20	662.42	24.76		558.10

As at 31 March 2022
Financial assets
Cash and cash equivalents	8.47	8.47	-	-		-		-
Loans and advances	279.52	275.78	-	-		3.74		-
Other current fnancial assets	34.39	34.39	-	-		-		-
Trade and other receivables	1,521.49	990.04	9.25	472.50		49.70		-
Other Non-current fnancial asset	637.78	105.89	-	-		-		531.89
Exposure for assets (A)	2,481.65	1,414.57	9.25	472.50		53.44		531.89
Financial liabilities
Long term borrowings	3,602.36	3,602.36	-	-		-		-
Short term borrowings	3,007.10	3,007.10	-	-		-		-
Trade and other payables	2,341.21	2,341.21	-	-		-		-
Other Current fnancial liabilities	3,026.59	3,026.59						-
Other Non-Current fnancial Liabilities	538.04	538.04	-	-		-		-
Exposure for liabilities (B)	12,515.30	12,515.30	-	-		-		-
Net exposure (A-B)	(10,033.65)	(11,100.73)	9.25	472.50		53.44		531.89

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Sensitivity analysis :

A reasonably possible change in foreign exchange rate by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

	(Rs in Lakhs) Particulars For the year ended 31st March 2023 For the year ended 31st March 2022 Movement in exchange rate 4% 4% Impact on profit and loss JPY- INR 0.21 0.37 EURO – INR 26.50 18.90 USD – INR 0.99 2.14 MUR – INR 21.20 20.12

Note No. 30: Disclosure relating to Revenue from Contract

a) Disaggregation of revenue into Customer Categories and Geographical areas for the year ended 31st March 2023:

Revenue disaggregation by industry vertical is as follows:

	(Rs. In Lakhs)
Industry Vertical	Year Ended 31st March 2023 Year Ended 31st March 2022
Machine Tools Textile Engineering Others Total Rs.	6,545.35 5,351.13 12,872.44 9,187.53 67.68 68.28
	19,485.47 14,606.94

Revenue disaggregation by geography is as follows:

Revenue disaggregation by geography is as follows:
	(Rs. In Lakhs)
Geography	Year Ended 31st March 2023 Year Ended 31st March 2022
India Foreign Total Rs.	17,511.47 13,263.47 1,974.00 1,343.47
	19,485.47 14,606.94

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 31st March 2023 which are part of contract is expected to be completed within duration of one year.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No. 31: Capital Management

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.

(Rs. In Lakhs)

Particulars	31st March 2023 31st March 2022
Loans and Borrowings	6,733.79 6,609.46
Trade Payables	2,118.72 2,341.21
Other Financial Liabilities	2,596.65 3,564.63
Less: Cash and Cash Equivalents	169.92 8.47
Net Debts	11,279.24 12,506.83
Equity	11,986.75 11,096.40
Capital and net debt	23,265.99 23,603.23
Gearing ratio	48% 53%

Note No 32: Disclosure for provisions:

The aforesaid provisions are made for warranty cover related to goods sold and jobs executed (Refer Note 15.4):

(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Provisions	Opening Amount	Additional provision	Amount utilized	Amount reversed	Closing balance
2022-23	43.70	10.13	-	0.05	53.78
2021-22	27.15	16.55	-	-	43.70

Note No 33: Employees Stock Option Plan (ESOP)

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Company has reversed 28,68,255 options to the eligible employees of the Company and its subsidiaries under the Employees Stock Option Scheme. Summary of stock options as on 31st March 2023 is as follows:

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Name of Plan	Number of Options	Number of Options	Exercise Price	Exercise Price
ESOP 2011-12 - Phase 1	10,00,000		Rs. 15.75
ESOP 2012-13 - Phase 2	1,00,000		Rs. 15.75
ESOP 2014-15 - Phase 3	3,50,000		Rs. 15.75
ESOP 2015-16 - Phase 4	2,50,000		Rs. 15.75
ESOP 2017-18 - Phase 5	1,00,000		Rs. 15.75
ESOP 2018-19 - Phase 6	4,50,000		Rs. 15.75
ESOP 2022-23 - Phase 7	8,30,000		Rs. 45.00
Number and weighted average exercise prices of stock options for each of the following groups of options -	Number of Options		Weighted Average Exercise Price (In Rs.)
	2022-23	2021-22	2022-23	2021-22
- Outstandingat the beginningof the year	4,45,000	6,66,666	15.75	15.75
- Granted duringthe year	8,30,000	-	45.00	-
- Forfeited/Lapsed duringthe year	64,999	2,21,666	-	-
- Exercised duringthe Year	1,69,998	-	-	-
- Outstandingat the end of the Year	10,40,003	4,45,000	39.09	15.75
- Exercisable at the end of the Year	1,09,999	2,28,334	15.75	15.75
Number of Option Vested duringthe Year	1,08,333	108,333
Total number of shares arisingas a result of exercise	1,69,998 Shares
Money realised by exercise of options (Rs.)	26.77 Lakhs
For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average shareprice duringtheperiod.(Rs.)	1,69,998 options were exercised during the year at the rate Rs. 15.75 per option
For stock options outstanding at the end of the period, the range of exercise prices and weighted average remaining contractual life (vesting period + exercise period). If the range of the exercise prices is wide, the outstanding of those options should be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and cash that may be received upon exercise of those options.	Range of exercise Prices (Rs.)		Weighted average contractual life (Years)
	2022-23	2021-22	2022-23	2021-22
ESOP 2014-15 - Phase 3	15.75	15.75	0.44	1.44
ESOP 2018-19 - Phase 6	15.75	15.75	4.15	5.15
ESOP 2022-23 - Phase 7	45.00	-	8.87	-
For liabilities arising from employee share-based payment plans	Carrying amount as at 31st March 2023 – Rs. 23.36 lakhs (31st March 2022 – Rs. 42.45 Lakhs)
- Total carrying amount at the end of the period
- Total intrinsic value at the end to the period for which the right of the employee to cash or other assets had vested by the end of theperiod.	No cash settled awards given out
Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option.	Rs. 2.98 Basic Earnings per share Rs. 2.90 Diluted Earnings per share

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No 34: Leases

Set out below are the carrying amounts of lease labilities and the movement:


Set out below are the carryingamounts of lease labilities and the	movement: (Rs. In Lakhs)
Particulars	2022-23 2021-22
Opening Balance Modifications Interest on Lease Liabilities Repayments Closing balance Current Non-Current Total	191.95 110.08 1.91 132.21 17.98 11.83 (80.62) (62.17)
	131.22 191.95
	47.88 68.02 83.34 123.93
	131.22 191.95

The maturity analysis of undiscounted lease liabilities are as follows:

	(Rs. In Lakhs)
Particulars	2022-23 2021-22
Less than 1 year 1 to 5 years More than 5 years Total	60.74 87.37 97.83 148.96 - -
	158.57 236.33
The following amounts are recognized in the statement of profit and loss: (Rs. In Lakhs)
Particulars	2022-23 2021-22
Depreciation expense on right-of-use asset (Note 6) Interest expense on lease liability (Note 20) Expense relating to short term leases including service charges (included in other expense as rent) Total	63.75 51.55 17.98 11.83 22.42 18.35
	104.15 81.73

The Company had total cash outflows for leases of Rs. 62.64 Lakhs (PY Rs. 50.34 Lakhs) (excluding interest) for the year ended 31st March 2023. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31st March 2023. Further, there are no future cash outflows relating to leases that have not yet commenced.

Note No.35

Audit, Legal and Professional Charges (excluding Service Tax/ GST) shown under other expenses (Note 21), includes the following payments to auditors:

includes the following payments to auditors:
	Rs.(In Lakhs)
Particulars	2022-23 2021-22
a) Audit Fees b) Certification c) Reimbursement Total	15.68 14.50 4.92 4.20 - -
	20.60 18.70

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Batliboi Ltd.

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No. 36:

Reconciliation between opening and closing balance in the Balance Sheet for liabilities arising from financing activities as required by Ind AS 7 “Statement of Cash Flows” is as under:

		(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars		31st March 2023 31st March 2022
Cash and Cash Equivalents Current Borrowings (including interest) Non-Current Borrowings (including interest) Net Debt		169.92 8.47 (1,215.08) (3,019.70) (5,613.75) (3,687.01)
		(6,658.91) (6,698.24)
		(Rs. In Lakhs)
Particulars	Other Assets		Liabilities from fnancing activities		Total
	Cash and Bank Balance		Non - Current Borrowings	Current Borrowings
Net Debts as at 31st March 2022	8.47		(3,687.01)	(3,019.70)	(6,698.24)
Cash Flows	161.45		(1,986.90)	1,810.76	(14.69)
Interest Expense	-		(24.08)	(349.79)	(373.87)
Interest Paid	-		19.84	343.65	363.49
Other non-cash movements -	-		-	-	-
- Fair Value adjustments	-		64.40	-	64.40
Net Debts as at 31st March 2023	169.92		(5,613.75)	(1,215.08)	(6,658.91)

Particulars	Other Assets		Liabilities from fnancing activities		Total
	Cash and Bank Balance		Non - Current Borrowings	Current Borrowings
Net Debts as at 31st March 2021	6.14		(3,864.39)	(3,104.67)	(6,962.92)
Cash Flows	2.33		186.00	74.01	262.34
Interest Expense	-		(46.60)	(622.05)	(668.65)
Interest Paid	-		27.80	633.01	660.81
Other non-cash movements -	-		-	-	-
- Fair Value adjustments	-		10.18	-	10.18
Net Debts as at 31st March 2022	8.47		(3,687.01)	(3,019.70)	(6,698.24)

Note No. 37: Code on Social Security,2020

The Code on Social Security, 2020 (“Code”) relating to employee benefits during the employment and postemployment benefits had been published in the Gazette of India on 28th September 2020. The Ministry of Labour and Employment had released draft rules for the Code on 13th November 2020. The effective date from which these changes are applicable is yet to be notified. The Company will assess and record the impact, if any, when the rules are notified, and the Code becomes effective.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No. 38

The Board of Directors of AESA Air Engineering SA, France which was a step-down subsidiary, had filed Judiciarie Redressment under French Law on 6th July 2020. The French Court had passed an interim order on 18th November 2020 taking cognizance of the situation and pronounced the ‘liquidation judicial’ of AESA Air Engineering SA France including its three step down subsidiaries and appointed a Liquidator. Thus, the Company had no control over the said step-down subsidiary companies and hence it seized to be step down subsidiary of the Company from financial year 2020-21.

Note No. 39

Queen Projects (Mauritius) Ltd, Mauritius, Subsidiary Company of the Company is undergoing a voluntary liquidation process, as it is desirable for the Company to have direct control of Quickmill Inc. and 760 Rye Street Inc. (Canada) which are currently its Step down subsidiary Companies.

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 2023, 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.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

viii) Analytical Ratios:

viii) Analytical Ratios:
Ratio	Numerator	Denominator	As at 31.03.2023	As at 31.03.2022	% Variance	Reason for Variance for more than 25%
(a) Current Ratio	Total Current Assets	Total Current Liabilities	0.74	0.46	62.94%	Note 1
(b) Debt-Equity Ratio (in times)	Total Debt and lease liabilities	Total Equity	0.57	0.61	(6.56%)	NA
(c) Debt Service Coverage Ratio (in times)	Earning for Debt Service = Net Profit after taxes + Non- cash operating expenses + Interest + other non-cash adjustments	Debt Service = Interest and lease payments + principal repayments	3.52	0.35	895.50%	Note 2
(d) Return on Equity Ratio (in %)	Net Profit after tax	Average Total Equity	7.42%	(5.82%)	(227.52%)	Note 3
(e) Inventory Turnover Ratio (in times)	Sales of Products	Average Inventory	8.47	6.83	24.00%	NA
(f) Trade Receivables turnover ratio (in times)	Revenue from rendering of operations	Average Accounts Receivable	11.43	10.56	8.23%	NA
(g) Trade payables turnover ratio (in times)	Purchases	Average Trade Payables	5.11	4.46	14.75%	NA
(h) Net capital turnover ratio (in times)	Revenue from rendering of operations	Average working capital (i.e. Total current assets less Total current liabilities)	(6.65)	(3.59)	85.28%	Note 3
(i) Net profit ratio (in %)	Net Profit after tax	Revenue from rendering of operations	4.40%	(4.55%)	(196.71%)	Note 3
(j) Return on Capital employed (in %)	Profit before tax and interest	Capital employed = Net worth + Lease liabilities + Deferred tax liabilities	6.08%	1.10%	455.68%	Note 3
(k) Return on investment (in %)	Income generated from invested funds (Bank Deposit)	Average invested funds in investments (Bank Deposits)	6.48%	4.22%	53.63%	Note 4

Notes:

Reduction in current Liabilities as compared to last year on account of repayment of borrowings has resulted into improvement in the ratio.
Reduction in interest expense and increase in operating margin as compared to last year has resulted in improvement in the ratio.
Increase in revenue from operations and improvement in operating margin and profit has resulted in variance of the respective ratios.
Increase in investment in Bank Deposits has resulted in improvement in the ratio.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No. 41: Events after reporting date

There have been no significant events after the reporting date that requires disclosure in these Ind AS financial statements.

Note No. 42:

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

Signature on notes on accounts

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No : 106655W

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL SANJIV JOSHI Chairman Managing Director DIN No. 00173168 DIN No. 08938810

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 26th May 2023

GHANSHYAM CHECHANI POOJA SAWANT Chief Financial Officer Company Secretary

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INDEPENDENT AUDITOR’S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

1. Opinion

We have audited the Consolidated Ind AS financial statements of Batliboi Limited (“the Holding Company”) and its subsidiaries (the Company and its subsidiaries together referred to as “ the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2023, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the Consolidated state of affairs of the Group as at 31st March, 2023, the Consolidated profit and consolidated total other comprehensive income, Consolidated changes in equity and its Consolidated cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Ind AS financial statements under the provisions of the Companies Act, 2013 (“the Act”) and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Consolidated Ind AS financial statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the Consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report which is based on audit procedures performed by us.

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Sr. No.	Key Audit Matter	Auditor’s Response
1)	Evaluation of Contingent Liabilities– The Holding Company has disclosed the contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts against the Holding Company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the Consolidated Ind AS financial statements as on 31st March 2023. Refer note 26 of the Consolidated Ind AS Financial Statements for disclosure of Contingent Liabilities.	Our Audit approach: a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Holding Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Holding Company. b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from management of the Holding Company. c) Evaluated the Holding Company management’s underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the disputes. Also considered legal precedence and other rulings and read, where applicable, external advice sought by the Holding Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management’s position on these uncertain disputed taxes and court cases.

4. Information other than the Consolidated Ind AS financial statements and Auditor’s report thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the Consolidated Ind AS financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Ind AS financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance of the Holding Company and determine the actions under the applicable laws and regulations.

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5. Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated Ind AS financial statements that give a true and fair view of the Consolidated financial position, Consolidated financial performance, Consolidated total comprehensive income, Consolidated changes in equity and Consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Ind AS financial statements, the respective Board of Directors of the Companies included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in the Group are also responsible for overseeing the Company’s financial reporting process.

6. Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standard on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Ind AS financial statements.

As part of an audit in accordance with Standard on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Holding Company, has adequate internal financial controls system in place and the operating effectiveness of such controls.

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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated Ind AS financial statements, including the disclosures, and whether the Consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the Consolidated Ind AS financial statements of such entities included in the Consolidated Ind AS financial statements. For the other entities included in the Consolidated Ind AS financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. Other Matters

We did not audit the financial statements / financial information of three subsidiary companies (including 2 Step-down subsidiaries), whose financial statements include excluding consolidation eliminations reflect total assets of Rs. 9,815.20 Lakhs as at 31st March 2023, total revenue of Rs. 5,985.38 Lakhs, total profit/(loss) after tax of Rs. 195.96 Lakhs, total comprehensive income of Rs. 195.96 Lakhs and net cash outflows amounting to Rs. 870.94 Lakhs for the year then ended, as considered in the Consolidated Ind AS financial statements. These financial statements have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the Consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries company and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report of the other auditor.

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Our opinion on the Consolidated Ind AS financial statements and our report on Other Legal and Regulatory requirements below is not modified in respect to our reliance on the work done and the reports of the other auditors.

8. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
ii. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statement of subsidiary companies, as noted in the ‘Other Matter’ paragraph, we report to the extent applicable that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of Consolidated Ind AS financial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Ind AS financial statements have been kept so far as appears from our examination of those books and the reports of the other auditor.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this report are in agreement with the relevant books of account maintained for preparation of Consolidated Ind AS Financial Statements.
d. In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors of the Holding Company as on 31st March 2023 taken on record by the board of directors of the Holding Company, none of the Directors are disqualified as on 31st March 2023, from being appointed as a director in terms of sub-section 2 of Section 164 of the Act. According to information and explanations provided to us, sub-section 2 of section 164 of the Act is not applicable to subsidiary companies as these are not incorporated in India.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’. According to information and explanations provided to us, clause (i) sub-section 3 of section 143 of the Act is not applicable to subsidiary companies as these are not incorporated in India.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other matter’ paragraph:

i. The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Ind AS financial statements – Refer Note 26 to the Consolidated Ind AS financial statements;
ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.
iv. (a) The Management has represented that 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 Holding 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, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Reporting under Rule 11(e) is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been only with respect to the Holding Company. (Refer Note 43(i)(a) to Consolidated Ind AS financial statements);

(b) The Management has represented that no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Reporting under Rule 11(e) is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been only with respect to the Holding Company. (Refer Note 43(i)(b) to Consolidated Ind AS financial statements); and

(c) Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Holding Company has not paid dividend during the year and has not declared any dividend during the year, accordingly compliance with provisions of Section 123 of the Companies Act, 2013 is not applicable. Reporting under Rule 11(f) is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been only with respect to the Holding Company.

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vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Holding Company with effect from 1st April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable to the Holding Company for the financial year ended 31st March 2023. Reporting under Rule 11(f) is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been only with respect to the Holding Company.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai Date: 26[th] May 2023

A. V. Kamat M. No. - 039585 Partner UDIN - 23039585BGXBLZ9368

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Annexure A to the Independent Auditor’s Report

Annexure referred to in para 8(i) to the Independent Auditor’s Report of even date to the members of Batliboi Limited on the Consolidated Ind AS financial statements for the year ended 31st March 2023.

(xxi) According to the information and explanations given to us and based on our examination of the records of the Holding Company, the Order is not applicable to the subsidiaries of the Holding Company as none of the subsidiaries are incorporated in India and hence the paragraph 3(xxi) of the Order is not applicable to the Group.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai Date: 26[th] May 2023

A. V. Kamat Partner M. No. 039585 UDIN - 23039585BGXBLZ9368

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Annexure B to the Independent Auditor’s Report

Annexure referred to in para 8(ii)(f) to the Independent Auditor’s Report of even date to the members of Batliboi Limited on the Consolidated Ind AS financial statements for the year ended 31st March 2023.

Report on the Internal Financial Control under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

We have audited the internal financial controls over financial reporting of Batliboi Limited (“the Holding Company”), as of 31st March 2023 in conjunction with our audit of the Consolidated Ind AS financial statements for the year ended on that date.

In our opinion the Holding Company which is incorporated in India, has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective group’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the Consolidated Ind AS financial statements

Inherent Limitations of Internal Financial Controls Over Financial Reporting

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

A.V. Kamat

Place: Mumbai Date: 26[th] May 2023

Partner M. No. 039585 UDIN - 23039585BGXBLZ9368

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2023

ON	SOL	IDATED BALANCE SHEET AS AT 31ST MARCH, 2023
				(Rs. In Lakhs)
		Particulars	Notes As at	As at
		ASSETS	31-Mar-23	31-Mar-22
1		Non-current assets
(a)		Property, Plant and Equipment	7 19,121.08	19,182.37
(b)		Capital work-in-progress	7 23.10	160.56
(c)		Right of use assets	8 117.87	179.70
(d)		Other Intangible assets	7 15.10	18.58
(e)		Financial Assets
	i.	Investments	9 5.00	5.27
	ii.	Trade receivables	10.1 267.27	376.93
	iii.	Loans	10.2 0.04	0.40
(f)		Other non-current assets	10.3 66.72	100.62
		Total Non current Assets	19,616.18	20,024.43
2		Current assets
(a)		Inventories	11.1 3,328.34	3,422.82
(b)		Financial Assets
	i.	Trade receivables	11.2 3,158.51	1,879.51
	ii.	Cash and cash equivalents	11.3 463.75	1,168.88
	iii.	Bank balances other than (ii) above	11.4 199.25	34.39
	iv.	Loans	12.1 0.51	1.02
	v.	Others Current Assets	12.2 304.07	353.75
(c)		Current Tax Assets (Net)	12.3 -	3.91
		Total current Assets	7,454.43	6,864.28
3		Non Current Asset Held for Sale	13 1,779.39	1,779.39
		Total Assets	28,850.00	28,668.10
		EQUITY AND LIABILITIES
1		Equity
(a)		Equity Share capital	14.1 1,444.29	1,435.79
(b)		Other Equity	14.2 12,172.80	11,114.70
		Total Equity	13,617.09	12,550.49
		LIABILITIES
2		Non-current liabilities
(a)		Financial Liabilities
	i.	Borrowings	15.1 6,125.70	4,225.36
	ii.	Lease Liabilities	36 83.34	123.93
	iii.	Trade payables
		(a) Total outstanding dues of micro enterprises and small enterprises	15.2 15.01	11.90
		(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	15.2 145.61	193.01
	iv.	Other financial liabilities	15.3 95.04	84.65
(b)		Provisions	15.4 376.31	367.32
(c)		Deferred tax liabilities (Net)	16 1,256.51	1,277.35
(d)		Other non-current liabilities	15.5 346.20	329.47
		Total Non-current liabilities	8,443.72	6,612.99
3		Current liabilities
(a)		Financial Liabilities
	i.	Borrowings	17.1 1,235.58	3,036.37
	ii.	Lease Liabilities	36 47.88	68.02
	iii.	Trade payables
		(a) Total outstanding dues of micro enterprises and small enterprises	17.2 584.65	479.81
		"(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	17.2 2,204.62	2,399.30
(b)		Other current liabilities	17.3 2,444.98	3,305.21
(c)		Provisions	17.4 227.32	215.91
(d)		Current Tax Liabilities (Net)	17.5 44.16	-
		Total Current liabilities	6,789.19	9,504.62
		Total Equity and Liabilities	28,850.00	28,668.10

The accompanying notes are an integral part of the Consolidated Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants

Firm Reg. No : 106655W

NIRMAL BHOGILAL SANJIV JOSHI

Chairman Managing Director

A.V. Kamat

DIN No. 00173168 DIN No. 08938810

(Partner) M. No. 039585

GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2023

		(Rs. In Lakhs)
	Particulars Notes	Year Ended 31-03-2023 Year ended 31-03-2022
I II III IV V VI VII VIII IX X XI XII	INCOME Revenue From Operations 18 Other Income 19 Total Income (I+II) EXPENSES Cost of materials consumed 20.1 Purchases of Stock-in-Trade 20.2 Changes in inventories of finished goods, Stock-in -Trade and work-in-progress 20.3 Employee benefits expense 21 Finance costs 22 Depreciation and amortization expense 7 & 8 Other expenses 23 Total expenses (IV) Profit/(loss) before exceptional items and tax Exceptional Items Proft/(loss) before tax (V-VI) Tax expense: (1) Current tax (2) Earlier year tax (3) Deferred tax credit / (charge) 16 (4) Mat credit Reversed Proft (Loss) for the year (VII-VIII) Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss Actuarial gain/(loss) on employee defined benefits (ii) Income tax relating to items that will not be reclassified to profit or loss 16 B (i) Items that will be reclassified to profit or loss Effects of changes in rates of foreign currency monetary items Total Comprehensive Income for the year (Comprising Proft (Loss) and Other Comprehensive Income for the year) Earnings per equity share: 30 (1) Basic (2) Diluted	25,383.26 19,658.53 453.55 213.50
		25,836.81 19,872.03
		9,840.52 8,317.25 5,421.77 4,035.96 27.64 (169.52) 4,241.83 3,754.09 522.29 828.53 416.96 368.03 4,255.86 2,965.07
		24,726.87 20,099.41
		1,109.94 (227.38) - - 1,109.94 (227.38) (77.93) (68.34) - (1.92) 35.37 (60.99) (11.43) (111.89)
		1,055.95 (470.52)
		11.17 59.28 (3.11) (15.41) (22.84) 57.73
		1,041.17 (368.92)
		3.67 (1.64) 3.57 (1.64)

The accompanying notes are an integral part of the Consolidated Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants Firm Reg. No : 106655W NIRMAL BHOGILAL

NIRMAL BHOGILAL SANJIV JOSHI Chairman Managing Director DIN No. 00173168 DIN No. 08938810

A.V. Kamat (Partner) M. No. 039585

GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

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Batliboi Ltd.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023

A) Equity Share Capital

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023 A) Equity Share Capital	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023 A) Equity Share Capital	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023 A) Equity Share Capital
(Rs. In Lakhs)
Particulars	Note	Amounts
As at 1st April 2021		1,435.79
Changes in EquityShare capital duringtheyear		-
As at 31st March 2022		1,435.79
Changes in EquityShare capital duringtheyear		8.50
As at 31st March, 2023	14.1	1,444.29

B) Other Equity

	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Reserves and Surplus
	Capital Reserve	Capital Redemption Reserve	Securities Premium	General Reserve	Employee Stock Option Reserve	Investment Allowance Reserve	Other Comprehensive Income		Retained Earnings	Total
							Foreign Currency Translation Reserves	Others
As at 1st April 2021	25.00	160.60	396.59	1,162.92	45.37	63.05	126.71	(50.32)	9,556.63	11,486.55
Profit / (Loss) for the year	-	-	-	-	-	-	-	-	(470.52)	(470.52)
Accrual of Employee Conpensation cost	-	-	-	-	(2.93)	-	-	-	-	(2.93)
Total Comprehensive Income for the year	-	-	-	-	-	-	57.73	43.87	-	101.60
As at 31st March 2022	25.00	160.60	396.59	1,162.92	42.44	63.05	184.44	(6.45)	9,086.11	11,114.70
Profit / (Loss) for the year	-	-	-	-	-	-	-	-	1,055.95	1,055.95
Accrual of Employee Com- pensation cost	-	-	-	-	(1.34)	-	-	-	-	(1.34)
Premium on equity shares issued under ESOP Scheme during the year	-	-	36.02	-	-	-	-	-	-	36.02
Exercise of Options under ESOP Scheme	-	-	-	-	(17.75)	-	-	-	-	(17.75)
Total Comprehensive Income for the year	-	-	-	-	-	-	(22.84)	8.06	-	(14.78)
As at 31st March 2023	25.00	160.60	432.61	1,162.92	23.35	63.05	161.60	1.61	10,142.06	12,172.80

The accompanying notes are an integral part of the Consolidated Ind AS Financial Statements

As per our report of even date

For Mukund M. Chitale & Co. For and On Behalf of the Board of Directors Chartered Accountants Firm Reg. No : 106655W NIRMAL BHOGILAL

NIRMAL BHOGILAL SANJIV JOSHI Chairman Managing Director DIN No. 00173168 DIN No. 08938810

A.V. Kamat DIN No. 00173168 (Partner) M. No. 039585 GHANSHYAM CHECHANI POOJA SAWANT Place : Mumbai Chief Financial Officer Company Secretary Date : 26th May 2023

Company Secretary

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2023

(Rs. In Lakhs)

			(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Year Ended 31-Mar-23		Year Ended 31-Mar-22
I. CASH FLOW ARISING FROM OPERATING ACTIVITIES: Net Proft / (Loss) Before Tax Add back: a) Depreciation b) Interest Expense c) Interest on Lease Liabilities d) Loss on Sale/Disposal of Property, Plant and Equipment's e) Bad Debts f) Provision for Doubtful Debts/Advances g) Gratuity and Leave Encashment Provision h) Foreign Exchange Loss i) Investments written off j) Reversal of SEIS Entitlement recoverable k) Employee Stock Option Reserve Deduct: a) Interest Income b) Profit on Sale of Property, Plant and Equipment's c) Reversal of Provision for Doubtful Debts d) Foreign Exchange Gain e) Unclaimed Credit Balances Written Back Operating Proft Before Working Capital Changes Add/ Deduct : a) Decrease/ (Increase) in Inventories b) Decrease/ (Increase) in Trade Receivables and Advances c) Decrease/ (Increase) in Other Current Assets d) Increase/ (Decrease) in Trade and Other Payables Income Taxes (Paid)/ Refund received Net Cash Infow / (Outfow) from Operations (A) II. CASH FLOW ARISING FROM INVESTING ACTIVITIES: a) Interest Income b) Proceeds from Sale of Property, Plant and Equipment's c) Acquisition of Property, Plant and Equipment's d) Investments written off e) Decrease/ (Increase) in Bank Deposits Net Cash Infow / (Outfow) in Course of Investing Activities(B)			368.03 689.60 11.83 3.69 13.17 6.77 95.07 39.73 - - (2.93)	(227.38) 1,224.96 142.01
		1,109.94

	416.96
	411.91
	17.98
	0.10
	383.77
	27.70
	90.49
	-
	0.27
	12.26
	(1.34)	1,360.10
			1.89 - - - 140.12
	13.62
	0.25
	210.27
	61.88
	35.68	321.70
		2,148.34	(678.65) (463.87) 58.64 2,256.45	855.57 1,172.57

	94.48
	(1,370.04)
	71.95
	(779.72)	(1,983.33)
		165.01	1.89 14.88 (297.60) - 18.95	2,028.14 (66.02)
		(70.92)
		94.09		1,962.12
				(261.88)
	13.62
	56.49
	(207.83)
	(0.27)
	(164.85)	(302.84)
		(302.84)		(261.88)

155

Batliboi Ltd.

Batliboi Ltd.
Particulars	Year Ended 31-Mar-23 Year Ended 31-Mar-22
III. CASH FLOW ARISING FROM FINANCING ACTIVITIES: a) Proceeds from issue of Equity Shares under ESOP Scheme b) Proceeds from/ (Repayment of) in Long Term Borrowings c) Proceeds from/ (Repayment of) in Short Term Borrowings d) Payment of Lease Liabilities (including interest on lease liabilities) e) Interest Paid Net Cash Infow/(Outfow) in Course of Financing Activities (C) Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C) Add: Cash/Cash Equivalents at the beginning of the year Cash/Cash Equivalents at the end of the year Consists of: Cash in Hand Bank Balance Closing Cash at the end of theyear		- (223.59) (101.39) (62.17) (496.38) (681.76)	(1,068.91)
	26.77
	1,759.77
	(1,800.79)
	(80.62)
	(401.51)
		(496.38) (705.13) 1,168.88 463.75 3.65 460.10 463.75	(1,068.91)
			631.33 537.55

			1,168.88
			4.58 1,164.30


			1,168.88

Note - 1

As required by Ind AS 7 ‘”Statement of Cash Flows”, reconciliation between opening and closing balances in the Consolidated Balance Sheet for labilities arising from financing activities is given in note 38 of the Consolidated Ind AS Financial Statements.

The accompanying notes are an integral part of the Consolidated Ind AS Financial Statements

As per our report of even date For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 26th May 2023

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL Chairman DIN No. 00173168

SANJIV JOSHI Managing Director DIN No. 08938810

GHANSHYAM CHECHANI Chief Financial Officer

POOJA SAWANT Company Secretary

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 1

Company Overview

Batliboi Ltd (the Holding Company) and its subsidiaries (collectively referred to as “the Group”), is engaged in manufacturing and trading of machine tool and textile engineering machines. The Holding Company is a public limited Company incorporated and domiciled in India. The Registered Office of the Holding Company is situated in Mumbai. Its shares are listed on Bombay Stock Exchange (BSE).

Note No. 2

Basis for preparation and measurement

i. Basis of preparation:

The Consolidated Ind AS Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder.

ii. Basis of measurement:

The Consolidated Ind AS financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Group and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current

iii. Presentation of Consolidated Ind AS Financial Statements:

The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss, Consolidated Statement of Changes in equity and Consolidated Statement of Cash Flows are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements with respect to items in the Consolidated Balance Sheet and Consolidated Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the Consolidated Ind AS financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. Functional and presentation Currency:

The Holding Company’s presentation and functional currency is Indian Rupees ( ) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

157

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 3

Basis of Consolidation

Subsidiaries:

The Consolidated Ind AS financial statements have been prepared on the following basis:

Subsidiary Companies are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Changes in Company’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.
The acquisition method of accounting is used to account for business combinations by the Group.
The financial statements of Subsidiary Companies used in consolidation are drawn up to the same reporting date as of the Holding Company i.e. year ended 31st March 2023.
The financial statements of the Holding Company and its subsidiary companies have been combined on a line-by-line basis by adding together the fair values of like items of assets, liabilities, revenues and expenses.
Intra group balances and intra group transactions and resulting profits are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The Consolidated Ind AS financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible in the same manner as the Holding Company’s separate financial statements.

The following subsidiary companies are considered in the Consolidated Ind AS Financial Statements.

Sr. No.	Name of the Subsidiary Company	Country Domiciled/ Incorporated	% of holding either directly or through subsidiaries	% of holding either directly or through subsidiaries	Date since it became subsidiary
			As at 31st March 2023	As at 31st March 2022
1	Queen Projects (Mauritius) Ltd	Mauritius	100%	100%	10.04.2007
2	Quickmill Inc1	Canada	100%	100%	12.04.2007
3	760 Rye Street Inc1	Canada	100%	100%	15.04.2009

[1 ] These are step down subsidiaries.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 4

Business Combinations

The Holding Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in Consolidated Statement of Profit and Loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at the fair values at the acquisition date.

Purchase consideration paid in excess of the fair values of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfer of interests in entities that are under the common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders’ equity.

Note No. 5

Use of Judgement, Assumptions and Estimates

The preparation of the Group’s Consolidated Ind AS financial statements requires management to make informed judgements, reasonable assumptions and estimates that affect the amounts reported in the Consolidated Ind AS financial statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Changes in accounting estimates are reflected in the Consolidated Ind AS financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to the Consolidated Ind AS financial statements.

In the assessment of the Holding Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the Consolidated Ind AS financial statements relates to the following areas:

Financial instruments;
Useful lives of property, plant & equipment;
Valuation of inventories;
Measurement of recoverable amounts of assets / cash-generating units;
Assets and obligations relating to employee benefits;
Evaluation of recoverability of deferred tax assets;
Leases;
Assets Held for Sale; and
Provisions and Contingencies.

159

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No.6.1

SIGNIFICANT ACCOUNTING POLICIES

A. Property, Plant and Equipments -

a) The cost of an item of property, plant and equipment is recognized as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment losses, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and non-refundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
e) Where the cost of a part of asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately, and such asset component is depreciated over its separate useful life.
f) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Consolidated Statement of Profit and Loss when the asset is derecognised.
g) Spare parts which meet the definition of property plant and equipment are capitalized as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Consolidated Statement of Profit and Loss on issue/consumption.
h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Group derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Consolidated Statement of Profit and Loss as and when incurred.
i) Property, Plant and Equipment which are not ready for intended use as on date of Consolidated Balance Sheet are disclosed as ‘Capital Work in Progress’.
j) On transition to Ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as on the date of transition as per the option available to the Holding Company in accordance with Ind AS 101 – First Time Adoption of Indian Accounting Standard.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

B. Depreciation

a) Depreciation policy in case of Holding Company:

i. For Manufacturing unit at Udhna and Windmill -

Depreciation on property, plant and equipment in Holding Company’s books is provided on the straightline basis over the useful lives of assets (after considering an estimated residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in Schedule II of the Act except for factory building and plant and machinery on the date of transition to Ind AS. In case of Factory building and plant and machinery on the date of transition to Ind AS, depreciation is provided over their remaining useful life for different parts/items of factory building and plant and machinery based on the technical evaluation made by the valuer which ranges from 7 to 40 years and 7 to 15 years respectively.

ii. For all other units:

Depreciation on tangible assets is provided on Written Down Value Method over the useful lives of the assets as specified in Schedule II of the Act. Intangible assets are amortised on Straight Line Method over a period of 3 years. Improvement to Leasehold Properties are amoritised on Straight Line Method over the period of lease.

b) Depreciation policy in case of Overseas Subsidiaries:

Depreciation on Property, Plant and Equipment of the overseas subsidiaries is provided over its economic life determined by the management of the respective subsidiaries and are determined in accordance with laws applicable in countries where such operations are domiciled as given below:

Assets	Quick mill Inc., Canada	760 Rye street INC, Canada
Building	-	4% on written Down Value
Leasehold Improvements	50% on Written Down Value	-
Machinery&Equipment	20% on Written Down Value	-
Furniture and fixture	20% on Written Down Value	-
Computers/office Equipment	30% on Written Down Value	-
Computer software	100% on Straight line	-
Trade Mark	5 Years on Straight line	-
Development Cost	3 Years on Straight line	-

There are no Property, Plant and Equipment in any of the other subsidiaries except for the above mentioned subsidiaries.

c) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised.
d) The group depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately.
e) The spare parts are depreciated over the estimated useful life based on internal technical assessment.
f) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation.
g) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

161

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

C. Leases

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The rightof-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset, whichever is earlier. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss if any is recognized in the Consolidated Statement of Profit and Loss.

The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease payments are discounted using the Holding Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense over the lease term.

D. Inventories

a) Raw materials and finished goods on weighted average basis.
b) Work in progress at raw material cost plus cost of conversion and other cost including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition.
c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

E. Revenue Recognition

Revenue from contracts with customers:

Revenue from contract with customers is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. Performance obligations are satisfied at the point of time when the customer obtains the control of the goods.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Service Income:

Income from annual maintenance services is recognized proportionately over the period of contract as the performance is discharged by the Group and it has the enforceable right to get the payment for the services rendered.

Revenue from Works Contract:

Interest Income:

Interest income is recognized using Effective Interest Rate (EIR) method.

Dividend Income:

Dividend income is recognized when the Company’s right to receive the payment has been established.

F. Employee Benefits

Short term employee benefits are recognized as an expense at an undiscounted amount in the Consolidated Statement of Profit and Loss for the year in which the related services are rendered.

The Holding Company’s post-employment benefit consists of provident fund, gratuity and superannuation fund. The Holding Company also provides for leave encashment which is in the nature of long-term benefit.

Provident Fund

The Holding Company’s contributions to Provident Fund administered by Regional Provident Fund Authorities, ESIC and Labour Welfare Fund in the case of employees at manufacturing unit at Udhna, which are defined contribution plans, are recognized as an expense in the Consolidated Statement of Profit and Loss for the year in which the services are rendered and the Holding Company has no further obligation beyond making the contributions.

The Holding Company’s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined benefit plan, is remitted to separate trust established for this purpose and charged to Consolidated Statement of Profit and Loss. Shortfall, if any, in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Holding Company and charged to Consolidated Statement of Profit and Loss.

163

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Superannuation Fund

The Holding Company’s contribution to Superannuation Fund for Managers/Officers, which is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Consolidated Statement of Profit and Loss.

Gratuity and Leave Encashment

The Holding Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Actuarial gains and losses are recognized in other comprehensive income for gratuity and leave encashment.

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 recognized immediately in the Consolidated 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.

Past service costs are recognized in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Holding Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Holding Company recognizes the following changes in the net defined benefit obligation as an expense in the Consolidated 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

In case of one of the foreign subsidiary contributions towards pension plan to employees are charged to Consolidated Statement of Profit and Loss in the period when the Company is obligated to make contributions for services rendered by the employee. The subsidiaries have no further obligation beyond making the contribution. The difference between the accrual amounts and actuarial valuations are not expected to be material.

G. Share-based payment arrangements

The stock options granted pursuant to the Holding Company’s Stock Options Scheme, are measured at the fair value of the options of the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight-line basis.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

H. Borrowing costs

I. Segment Accounting

The Group operates in ‘Industrial Equipment’ segment and there are no other reportable segments as defined under Ind AS 108.

J. Foreign Currency Transactions

The functional currency of the Holding company is the Indian Rupees whereas the functional currency of foreign subsidiaries is the currency of their countries of domicile.

Non – Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

Monetary items:

Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the Holding Company’s net investment in a foreign operation are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

On Consolidation, all assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and their Statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. For practical reasons, the group uses an average rate to translate income and expense items, if the average rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

K. Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recognized when there is 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. The expenses relating to a provision are recognized in the Consolidated Statement of Profit and Loss net of any reimbursement.
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting 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 recognized as a finance cost.

165

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

c) Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
d) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or present obligations where it is not probable that an outflow of resources will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the Consolidated Ind AS financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.
e) Contingent liabilities are assessed continually to determine whether an outflow of resource embodying economic benefits has become probable.
f) Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recognized but reviewed at each Balance Sheet date and disclosure is made in the notes where inflow of economic benefit is probable.

L. Fair Value measurement

a) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Holding Company has access at that date.
b) While measuring the fair value of an asset or liability, the Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs)

M. Financial Instruments

i. Financial Assets other than derivatives

The initial recognition of financial assets is made only when the Group becomes a party to the contractual provisions of the instrument. Initial measurement of financial assets is made at fair values including transaction costs that are attributable to the acquisition of the financial asset.

The subsequent measurement of a financial asset is made at amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if any) using the effective interest rate (“EIR”) method taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Consolidated Statement of Profit and Loss.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Investments in subsidiaries are accounted for and measured at cost (fair value as deemed cost on first time adoption) in the Standalone Ind AS financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or loss.

ii. Financial Liabilities other than derivatives

The initial recognition of financial liabilities is made only when the Group becomes a party to the contractual provisions of the instrument. Initial measurement of financial liabilities is made at fair values net of transaction costs that are attributable to the liability.

iii. Financial guarantee contract

Financial guarantee contracts issued by the group are those contracts that require specified payments 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 cumulative amortisation. Where guarantees in relation to loans or other payables of related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under “other financial assets” or as a part of the cost of the investment, depending on the contractual terms.

iv. Offsetting of financial instruments

N. Classification of Assets and Liabilities as Current and Non-Current:

167

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

O. Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the group estimates the recoverable amount of assets. The recoverable amount is the higher of fair value less costs of disposal in respect of the assets or Cash-Generating Units (CGU) and their value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount and the impairment loss is charged to Consolidated Statement of Profit and Loss.

Financial Assets

The Group assesses at each date of Balance Sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Group recognises lifetime expected losses for all contract assets and /or all trade receivables that do not contain a significant financing component. For all other financial assets, expected credit losses are measured at an amount equal to the 12 – month expected credit losses if the credit risk on the financial asset had not increased significantly since initial recognition or at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset had increased significantly since initial recognition.

P. Non-Current Asset Held for Sale

Non-current assets are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of held for sale is met when the non-current asset is available for immediate sale and the same is highly probable of being completed in near future from the date of classification as held for sale. Non-current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Subsequent to such classification, such assets are not depreciated while they are classified as ‘Held for Sale’. Non-current assets that cease to be classified as held for sale are measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the non-current assets no longer meet the “Held for sale” criteria.

Q. Income Taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in the Consolidated Statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly or indirectly in equity respectively.

Current Income Taxes

The Current Income tax expense includes income taxes payable by the Holding Company and its subsidiaries in India and overseas. The current tax payable by the Company and its subsidiaries in India is Indian Income tax payable on worldwide income.

The Current Income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Advance taxes and provisions for current income taxes are presented in the Consolidated Balance sheet after offsetting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on net basis.

Minimum Alternate Tax (‘MAT’) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Consolidated Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the Holding Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred taxes

Deferred income tax is recognized using the Balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or on asset and liability in a transaction that is not a business combination and effects neither accounting nor taxable profit or loss at the time of the transactions.

Deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured using substantively enacted rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

Deferred tax assets and liabilities are off set when they relate to incomes taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on net basis.

Deferred tax assets include Minimum Alternate tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognized as an asset in the Consolidated Balance Sheet when the asset can be measured reliability and it is probable that the future economic benefit associated with the asset will be realized.

R. Earnings per share

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The group considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

169

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Cash Flows

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

Note No.6.2

Recent pronouncements

(i) Ind AS 1 - Presentation of Financial Statements

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies.

(ii) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

(iii) Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

(iv) Ind As 102 – Share Based Payments

Relating to the fair value of the equity instruments not being possible to be estimated reliably.

(v) Ind AS 103 – Business Combinations

Relating to the date on which the transferee obtains control of the transferor.

(vi) Ind AS 107 – Financial Instruments Disclosure

Relating to disclosure of material accounting policy information about the measurement basis (or bases) for financial instruments used in preparing the Consolidated Ind AS financial statements.

(vii) Ind AS 109 – Financial Instruments

Relating to a combination of entities or businesses under common control as described in Appendix C.

(viii) Ind AS 34 – Interim Financial Reporting

Relating to disclosure of material accounting policy information in interim financial statements.

170

PARTICULARS 1 GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK As At 01-04-2022 Additions Deductions/ Sales Exchange Difference As At 31-03-2023 As At 01-04-2022 For The Year Deductions/ Adjustment Exchange Difference As At 31-03-2023 As At 31-03-2023	(i) Tangible Assets Land (Freehold)2 16,160.28 - - 0.27 16,160.55 - - - - - 16,160.55 Buildings on Freehold Land 3,016.98 20.02 - 2.19 3,039.19 1,123.82 141.09 - 0.97 1,265.88 1,773.31 Improvement to Leasehold Property 12.85 12.20 25.05 - - 0.67 24.38 25.05 - - - Plant & Machinery 2,334.89 211.36 77.54 2.12 2,470.83 1,417.27 96.37 21.48 1.99 1,494.15 976.68 Furniture, Fixtures, fans and Electrical fittings 612.48 10.22 0.18 1.32 623.84 546.25 12.92 - 1.25 560.42 63.42 Office Equipment/ Computers etc. 965.43 82.55 6.92 2.18 1,043.24 850.41 63.81 6.82 1.95 909.35 133.89 Vehicles 50.12 - - - 50.12 32.24 4.65 - - 36.89 13.23	Total Tangible Assets 23,153.03 336.35 109.69 8.08 23,387.77 3,970.66 343.22 53.35 6.16 4,266.69 19,121.08	(ii) Capital WIP Capital Work in Progress 160.56 40.62 178.08 - 23.10 - - - - - 23.10	Total Capital WIP 160.56 40.62 178.08 - 23.10 - - - - - 23.10	(iii) Intangible Assets Software 37.34 6.14 - - 43.48 22.28 9.28 - - 31.56 11.92 Trademarks and Development Costs 160.09 0.38 - 0.41 160.88 156.57 0.71 - 0.42 157.70 3.18	Total Intangible Assets 197.43 6.52 - 0.41 204.36 178.85 9.99 - 0.42 189.26 15.10	TOTAL 23,511.02 383.49 287.77 8.49 23,615.23 4,149.51 353.21 53.35 6.58 4,455.95 19,159.28

171

Batliboi Ltd.

NET BLOCK	As At 31-03-2022	16,160.28 1,893.16 12.18 917.62 66.23 115.02 17.88	19,182.37	160.56	160.56	15.06 3.52	18.58	19,361.51
DEPRECIATION / AMORTISATION	As At 31-03-2022	- 1,123.82 0.67 1,417.27 546.25 850.41 32.24	3,970.66	-	-	22.28 156.57	178.85	4,149.51
	Exchange Difference	- 14.63 - 30.73 19.36 29.65 -	94.37	-	-	- 6.27	6.27	100.64
	Deductions/ Adjustment	- - - 3.32 - 0.06 0.01	3.39	-	-	- -	-	3.39
	For The Year	- 141.79 0.67 95.24 14.41 44.22 5.97	302.30	-	-	13.23 0.95	14.18	316.48
	As At 01-04-2021	- 967.40 - 1,294.62 512.48 776.60 26.28	3,577.38	-	-	9.05 149.35	158.40	3,735.78
GROSS BLOCK (AT COST)	As At 31-03-2022	16,160.28 3,016.98 12.85 2,334.89 612.48 965.43 50.12	23,153.03	160.56	160.56	37.34 160.09	197.43	23,511.02
	Exchange Difference	4.16 33.99 32.94 20.51 33.17 -	124.77	-	-	- 6.40	6.40	131.17
	Deductions/ Sales	- - 21.66 0.04 0.23 0.01	21.94	-	-	- -	-	21.94
	Additions	- 8.29 12.85 61.75 3.18 42.42 -	128.49	136.77	136.77	- 1.79	1.79	267.05
	As At 01-04-2021	16,156.12 2,974.70 - 2,261.86 588.83 890.07 50.13	22,921.71	23.79	23.79	37.34 151.90	189.24	23,134.74
	PARTICULARS1	(i) Tangible Assets Land (Freehold)2 Buildings on Freehold Land Improvement to Leasehold Property Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Computers etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software Trademarks and Development Costs	Total Intangible Assets	TOTAL

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Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note 7A - Disclosure in respect of Capital Work in Progress :

	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Capital Work in Progress	Amount in CWIP for aperiod ended 31st March 2023				TOTAL
	Less than 1year	1 - 2 years	2 - 3 years	More than 3 years
Projects in progress	23.10	-	-	-	23.10
Projects temporarilysuspended
Total	23.10	-	-	-	23.10

Note 7B - Disclosure in respect of Capital Work in Progress :

(Rs. In Lakhs)

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Capital Work in Progress Amount in CWIP for a period ended 31st March 2022 TOTAL
Less than 1 - 2 years 2 - 3 years More than 3
1 year years
Projects in progress 136.77 - - - 136.77
Projects temporarily suspended - 14.32 - 9.47 23.79
Total 136.77 14.32 - 9.47 160.56
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Note 8 - RIGHT-OF-USE ASSET

(Rs. In Lakhs)

PARTICULARS	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	DEPRECIATION	DEPRECIATION	DEPRECIATION	DEPRECIATION	NET CARRYING VALUE
	As At 01-04-2022	Additions	Adjustment /Deductions	As At 31-03-2023	As At 01-04-2022	For The Year	Adjustment /Deductions	As At 31-03-2023	As At 31-03-2023
Right- of -use asset	339.40	22.62	119.34	242.68	159.70	63.75	98.64	124.81	117.87
Total	339.40	22.62	119.34	242.68	159.70	63.75	98.64	124.81	117.87

(Rs. In Lakhs)

PARTICULARS	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	GROSS CARRYING AMOUNT	DEPRECIATION	DEPRECIATION	DEPRECIATION	DEPRECIATION	NET CARRYING VALUE
	As At 01-04-2021	Additions	Adjustment /Deductions	As At 31-03-2022	As At 01-04-2021	For The Year	Deduc- tions	As At 31-03-2022	As At 31-03-2022
Right- of -use asset	207.18	147.63	15.41	339.40	108.15	51.55	-	159.70	179.70
Total	207.18	147.63	15.41	339.40	108.15	51.55	-	159.70	179.70

173

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

NOTE 9 : INVESTMENTS (Rs. In Lakhs)

	Particulars Numbers 31-Mar-23 Numbers 31-Mar-22 Face Value (Each Rs.) As at 31-Mar-23 As at 31-Mar-22	Particulars Numbers 31-Mar-23 Numbers 31-Mar-22 Face Value (Each Rs.) As at 31-Mar-23 As at 31-Mar-22
Investment in Equity Instruments Measured at Fair Value through Proft and Loss In fully paid Equity Shares (Un-Quoted): Batliboi Environmental Engineering Ltd.a 19,08,930 19,08,930 10.00 In fully paid Equity Shares (Un-Quoted): Andhra Pradesh State Financial Corporation - 5 100.00 Precision Tooling Systems Ltd. - 1,500 10.00 Shree Vardhan Co.op. Bank Ltd. - 200 25.00 Patan Co-operative Bank Ltd. - 200 25.00 The Saraswat Co.op. Bank Ltd. - 5 10.00 Shamrao Vitthal Co.op. Bank Ltd. 20,000 20,000 25.00 TOTAL Aggregate value of Un-Quoted Investments		- - - 0.01 - 0.15 - 0.05 - 0.06 - - 5.00 5.00
		5.00 5.27
		5.00 5.27

a) 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.

NOTE 10.1 : TRADE RECEIVABLES - NON CURRENT

	(Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 267.27 376.93 - - 217.45 427.72 (217.45) - (427.72) - 267.27 376.93
Particulars
Considered Good - Secured Considered Good - Unsecureda Which have Significant increase in credit risk Considered Credit Impaired Less: Provision for Trade Receivables Credit Impaired

a) Includes amount of Rs.156.83 (Previous Year Rs. 272.93 Lakhs) due from related parties.
b) There are no unbilled non current trade receivables as at 31st March 2023 (P.Y. Rs. Nil)

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

c) Ageing for Trade receivables - Non Current- as at 31st March, 2023

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Sr. Particulars Outstanding for the following periods Total
No. from due date of payment
Not
Less 6 1-2 2-3 More
Due
than 6 months years years than
months - 1 years 3 years
1 Undisputed Trade Receivables
i) - Considered good - - 124.99 7.58 134.70 267.27
ii) - Which have Significant increase in credit risk - - - - - -
iii) - Credit Impaired - - - - 152.47 152.47
2 Disputed Trade Receivables
i) - Considered good - - - - - -
ii) - Which have Significant increase in credit risk - - - - - -
iii) - Credit Impaired - - - - 64.98 64.98
- - 124.99 7.58 352.15 484.72
Less : Provision for Trade Receivables Credit Impaired - - - - 217.45 217.45
Total - - 124.99 7.58 134.70 267.27
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Ageing for Trade receivables - Non Current- as at 31st March, 2022

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Sr. Particulars Outstanding for the following periods Total
No. from due date of payment
Less 6 1-2 2-3 More
Not than 6 months - years years than
Due months 1 years 3 years
1
Undisputed Trade Receivables
i) - Considered good - - 133.90 228.08 2.95 364.93
ii) - Which have Significant increase in credit risk - - - - - -
iii) - Credit Impaired - - - 63.54 332.15 395.69
2
Disputed Trade Receivables
i) - Considered good - - - - 12.00 12.00
ii) - Which have Significant increase in credit risk - - - - - -
iii) - Credit Impaired - - - - 32.03 32.03
- - 133.90 291.62 379.13 804.65
Less : Provision for Trade Receivables Credit Impaired - - - 63.54 364.18 427.72
Total - - 133.90 228.08 14.95 376.93
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175

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

(Rs. In Lakhs)

Particulars	As at 31-Mar-23 As at 31-Mar-22 0.04 0.40 0.04 0.40 84.69 96.34 (27.70) 56.99 - 96.34 9.73 4.28 66.72 100.62 As at 31-Mar-23 As at 31-Mar-22 1,798.85 1,865.69 1,375.23 1,420.80 16.32 16.65 137.94 119.68 3,328.34 3,422.82 - - 3,158.51 1,879.51 - - 3,158.51 1,879.51
NOTE 10.2 : LOAN- NON CURRENT Staff Loans NOTE 10.3 : OTHER NON CURRENT ASSETS Unsecured Considered Good Unless Specified Otherwise Security and Other Deposits Provision for Doubtful Advances Advance given to creditors




	84.69
	(27.70)



Particulars
Note 11.1 : INVENTORIES Raw Materials Work-in-Progress Finished Goods Stock-in-trade Note 11.2 : TRADE RECEIVABLES- CURRENT Considered Good - Secured Considered Good - Unsecureda Which have Significant increase in credit risk Considered Credit Impaired

a) Includes amount of Rs. 224.70 Lakhs (Previous Year Rs. 192.34 Lakhs) due from related parties.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

b) Ageing for Trade receivables - Current as at 31st March, 2023

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S.No. Particulars Unbilled Not Due Outstanding for the following periods from TOTAL
due date of payment
Less than 6 months 1-2 2-3 More than
6 months - 1 years years years 3 years
1 Undisputed Trade
Receivables
i) - Considered good 1,193.97 775.91 978.55 210.08 - - - 3,158.51
ii) - Which have Significant
increase in credit risk - - - - - - - -
iii) - Credit Impaired - - - - - - - -
2 Disputed Trade Receivables
i) - Considered good - - - - - - - -
ii) - Which have Significant
increase in credit risk - - - - - - - -
iii) - Credit Impaired - - - - - - - -
Total 1,193.97 775.91 978.55 210.08 - - - 3,158.51
Ageing for Trade receivables - Current- as at 31st March, 2022
1 Undisputed Trade
Receivables
i) - Considered good 367.99 458.35 857.36 195.81 - - - 1,879.51
ii) - Which have Significant
increase in credit risk - - - - - - - -
iii) - Credit Impaired - - - - - - - -
2 Disputed Trade Receivables
i) - Considered good - - - - - - - -
ii) - Which have Significant
increase in credit risk - - - - - - - -
iii) - Credit Impaired - - - - - - - -
Total 367.99 458.35 857.36 195.81 - - - 1,879.51
As at As at
Particulars
31-Mar-23 31-Mar-22
Note 11.3 : CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents : 3.65 4.58
Cash in hand
Balances with Scheduled Banks : 296.66 1164.30
Current Account 2E28 163.44 -
Debit Balance in Cash Credit Account (Refer Note - 24 (a) )
463.75 1168.88
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177

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Particulars Note 11.4 : BANK BALANCES OTHER THAN (ii) ABOVE Fixed Deposits with Banks having maturity of less than one Year Fixed Deposits towards Margin on Guarantees/LC’s (Deposit receipts pledged with the Banks)	As at 31-Mar-23

NOTE 12.1 : LOANS- CURRENT Considered Good - Secured Considered Good - Unsecured - Staff Loan NOTE 12.2 : OTHERS CURRENT ASSETS Balances with Government Authorities Earnest Money Deposit Prepaid Expenses Advances given to Creditorsa Other Advances Recoverable in Cash or Kind SEIS Entitlement Receivableb	- - 0.51 1.02
	0.51 1.02
	9.11 14.80 22.55 28.99 48.47 45.37 199.68 154.99 24.26 31.48 - 78.12
	304.07 353.75

a) Includes amount of Rs.10.48 Lakhs (Previous Year - Rs. Nil Lakhs) given to related parties.

b) This represented transferable Duty Credit Scrip receivable from the authorities under Service Exports from India Scheme (SEIS) based on past performance of the Holding Company in line with the terms specified by Directorate General of Foreign Trade. The amount was received by the Holding Company during the current financial year.

		(Rs. In Lakhs)
Particulars		As at 31-Mar-23 As at 31-Mar-22
NOTE 12.3 : CURRENT TAX ASSETS (NET) Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax) NOTE 13 : NON CURRENT ASSET HELD FOR SALE Land Building Capital Work in Progress		- 3.91

		- 3.91
		1,625.70 1,625.70 152.69 152.69 1.00 1.00 1,779.39 1,779.39

In financial year 2018-19 the Holding 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. During financial year 2021-22, the Holding Company had entered into Memorandum of Understanding(MOU) with the proposed buyer for the sale of this part of the asset which did not materialise and the same is cancelled. The management of the Company is looking for a new buyer and is hopeful to finalise and execute the deal in near future.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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Note 13.1 - Disclosure in respect of Capital Work in Progress: (Rs. In Lakhs)
Capital Work in Progress Amount in CWIP for a period of 31st March 2023 TOTAL
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
Projects in progress - - - - -
Projects permanently suspended - - - 1.00 1.00
Total - - - 1.00 1.00
(Rs. In Lakhs)
Capital Work in Progress Amount in CWIP for a period of 31st March 2022 TOTAL
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
Projects in progress - - - - -
Projects permanently suspended - - - 1.00 1.00
Total - - - 1.00 1.00
Note 14.1 - EQUITY SHARE CAPITAL (Rs. In Lakhs)
As at As at
Particulars
31-Mar-23 31-Mar-22
Authorised Capital
4,61,70,400 Equity Shares of Rs. 5/- each 2,308.52 2,308.52
(Previous Year : 4,61,70,400 Equity Shares of Rs. 5/- each)
TOTAL 2,308.52 2,308.52
Issued Subscribed and fully paid up
2,88,85,881 Equity Shares of Rs. 5/- 1,444.29 1,435.79
(Previous Year : 2,87,15,883 Equity Shares of Rs. 5/-)
1,444.29 1,435.79
----- End of picture text -----

Rights, preferences and restrictions

The Holding 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 Holding Company after distribution of all preferential amounts, in proportion to their shareholdings.

Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under:

Particulars	As At	As At
	31-Mar-23	31-Mar-22
Opening Number of Equity Shares	2,87,15,883	2,87,15,883
Add: EquityShares issued under ESOP scheme	1,69,998	-
Closing Number of Equity Shares	2,88,85,881	2,87,15,883

During the year, the Holding Company allotted 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 Holding Company.

179

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

The details of Shareholders holding more than 5% Equity Shares is as under:

Name of Share holder	As At 31-Mar-23 As At 31-Mar-22
	No. of Shares No. of Shares
Mr.Nirmal Bhogilal % Shareholding Bhogilal Family Trust % Shareholding	1,17,29,713 1,17,29,713 40.61% 40.85% 70,00,000 70,00,000 24.23% 24.38%

The details of shareholding of promoters is set out below :

Promoters Name	As at 31st March 2023	As at 31st March 2023	As at 31st March 2022	As at 31st March 2022	% of changes
	Number of shares	% of total Shares	Number of shares	% of total Shares
Nirmal PratapBhogilal	1,17,29,713	40.61%	1,17,29,713	40.85%	(0.24)
Total	1,17,29,713	40.61%	1,17,29,713	40.85%	(0.24)

Note 14.2 : OTHER EQUITY (Rs. In Lakhs)

Note 14.2 : OTHER EQUITY	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
a) Capital Reserve b) Capital Redemption Reserve c) Securities Premium Balance as at the beginning of the year Add : Premium on equity shares issued under ESOP Scheme Balance as at the end of the year d) General Reserve e) Employee Stock Option Reserve Balance as at the beginning of the year Add : Accural of Employee Compensation cost Less : Exercise of Options under ESOP Scheme Balance as at the end of the year f) Investment Allowance Reserve g) Retained Earnings Balance as at the beginning of the year Add : Profit/(Loss) for the year Balance as at the end of the year h) Other Comprehensive Income Balance as at the beginning of the year Add/(Less) : Remeasurement gain /(loss) on defined benefit plan Add/(Less) : Changes in foreign currency translation reserve Balance as at the end of the year Total	25.00 25.00 160.60 160.60 396.59 396.59 36.02 -
	432.61 396.59
	1,162.92 1,162.92 42.44 45.37 (1.34) (2.93) (17.75) -
	23.35 42.44
	63.05 63.05 9,086.11 9,556.63 1,055.95 (470.52)
	10,142.06 9,086.11
	177.99 76.39 8.06 43.87 (22.84) 57.73
	163.21 177.99
	12,172.80 11,114.70

180

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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:

d) General Reserve:

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

g) Retained Earnings

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

h) Other Comprehensive Income

It represents the cumulative actuarial gains/(losses) on defined employee benefit plans and exchange differences arising on translation of the Financial Statements of a foreign operation are recognised in other comprehensive income and accumulated in a separate reserve within equity.The cumulative amount is reclassified to the Consolidated Statement of Profit and Loss when the net investment is disposed off.

	(Rs. In Lakhs) As at 31-Mar-23 As at 31-Mar-22 156.01 236.10 (83.33) 72.68 (83.33) 152.77 1.94 3.71 (1.94) - (1.77) 1.94 627.49 652.26 (20.50) 606.99 (29.26) 623.00
Particulars
NOTE 15.1 : BORROWINGS- NON CURRENT Secured Term Loans Working Capital Loans From Banksa Less: Maturity within 1 year - (Refer Note 17.1) From Financial Institutions Vehicle Loan (Secured by Hypothecation of Vehicle) From Kotak Mahindra Prime Ltd. Less: Maturity within 1 year - (Refer Note 17.1) Repayable in various EMIs by December 2024 Foreign Currency Term Loan (Refer No. 24 (a)) Less: Maturity within 1 year (Refer Note 17.1) Repayable in various EMIs by July 2039 Unsecured Loans, Measured at Amortised Cost

181

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Loans & Advances from Related Parties Loan from Directors No specific terms of repayment has been specified, Interest free loan Other loans taken from rekated party Repayable after one year, Rate of Interesr nil (P.Y. 12%) nter Corporate Deposits Less: Maturity within 1 year (Refer Note 17.1) Repayable by 1st April 2025. Rate of Interest 13.50% P.Y. Repayable from 25th July 2021 to 27th March 2025. Rate of Interest 15.75%] Redeemable Non Cumulative Preference Share 5% - 5 Year Redeemable Non-Cumulative Preference Share of Rs. 100/- each fully paid from Related Party. 4,78,000 Redeemable on 27th March, 2026 and 2,14,480 redeemable on 19th June 2026. P.Y. - 4,78,000 Redeemable on 27th March, 2026 and 2,14,480 edeemable on 19th June 2026.]	4,217.04 1,830.40 - 25.97 600.00 1100.00 - 600.00(132.00) 968.00 628.99 623.28 6,125.70 4,225.36	4,217.04 1,830.40 - 25.97 600.00 1100.00 - 600.00(132.00) 968.00 628.99 623.28 6,125.70 4,225.36

The reconciliation of the number of shares outstanding at the begnning and at the end of year is as under :

Particulars	31-Mar-23	31-Mar-22
Opening Number of Preference Shares	6,92,480	6,92,480
Add: Issued during the year	-	-
ClosingNumber of Preference Shares	6,92,480	6,92,480
Details of Shareholder holding more than 5% Preference Shares are as under:
Particulars	31-Mar-23	31-Mar-22
Mr. Nirmal Bhogilal	6,92,480	6,92,480
% Shareholding	100%	100%

182

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

a) Details of Working capital Term Loan taken from Banks

a) Details of Working capital Term Loan taken from Banks	a) Details of Working capital Term Loan taken from Banks	a) Details of Working capital Term Loan taken from Banks
			(Rs. In Lakhs)
Bank Name	Interest Rate and Repayment Term	Security Given	Outstanding as on 31.03.2023	Repayable within one year	Repayable after one year
State Bank of India	@ 7.65 % p.a. and repayable upto 6th November 2024	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	56.01	33.33	22.68
Bank of Baroda	@ 7.50 % p.a. and repayable upto 30th March 2025	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	100.00	50.00	50.00
Total			156.01	83.33	72.68

Bank Name	Interest Rate and Repayment Term	Security Given	Outstanding as on 31.03.2022	Repayable within one year	Repayable after one year
State Bank of India	@ 7.65 % p.a. and repayable upto 6th November 2024	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	86.10	33.33	52.77
Bank of Baroda	@ 7.50 % p.a. and repayable upto 30th March 2025	Guaranteed Emergency Credit Line Secured by Guarantee given by Government and mortgage over factory premises	150.00	50.00	100.00
Total			236.10	83.33	152.77
			(Rs. In Lakhs)
Particulars			As at 31-Mar-23 As at 31-Mar-22
NOTE 15.2 : TRADE PAYABLES- NON CURRENT Due to Micro Small and Medium Enterprises (Refer Note 25) Othersa			15.01 11.90 145.61 193.01
			160.62 204.91

a) Includes amount of Rs. 54.16 (Previous Year - Rs. 66.71 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.

183

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Ageing schedule of Trade Payables outstanding as at 31st March 2023:

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----- Start of picture text -----

Particulars Outstanding for the following periods from due date TOTAL
of payment
Less than 1-2 Years 2-3 Years More than 3
1 Years Years
(i) MSME - 7.31 - 7.70 15.01
(ii) Others - 29.52 26.33 68.75 124.60
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - 21.01 21.01
Total - 36.83 26.33 97.46 160.62
----- End of picture text -----

Ageing schedule of Trade Payables outstanding as at 31st March 2022:

Particulars	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	TOTAL
	Less than 1 Years	1-2 Years	2-3 Years	More than 3 Years
(i) MSME	-	1.13	2.61		8.16	11.90
(ii) Others	-	41.86	38.77		91.36	171.99
(iii) Disputed dues – MSME	-	-	-		-	-
(iv)Disputed dues - Others	-	-	-		21.02	21.02
Total	-	42.99	41.38		120.54	204.91

Particulars					31-Mar-23 31-Mar-22
NOTE 15.3 : OTHER FINANCIAL LIABILITIES- NON CURRENT Interest accrued and due on loans*					95.04 84.65
					95.04 84.65

Includes amount of Rs. 95.04 Lakhs (Previous Year - Rs. 84.65 Lakhs) due to related parties.

NOTE 15.4 : PROVISIONS - NON CURRENT

NOTE 15.4 : PROVISIONS- NON CURRENT
Provisions for Employee Benefits: Gratuity (Refer Note 29) Leave Encashment (Refer Note 29) NOTE 15.5 : OTHER NON-CURRENT LIABILITIES Advances and Deposits from Customers*	269.37 266.22 106.94 101.10
	376.31 367.32
	346.20 329.47
	346.20 329.47

Includes amount of Rs. 197.84 Lakhs (Previous Year - Rs. Nil Lakhs) due to related parties.

184

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No: 16-DEFERRED TAX LIABILITIES (NET)

In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under

Note No: 16-DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under	Note No: 16-DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under	Note No: 16-DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under	Note No: 16-DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under	Note No: 16-DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on " Income Taxes", the item wise details of deferred tax liabilities (Net) are as under
(Rs.in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/(Charge)	Recognised in Other Compre- hensive Income Credit/(Charge)	Closing Balance
For theyear ended 31st March 2023
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant & Equipment	(3,021.99)	(76.84)		(3,098.83)
- On account of fair Value of Land Rs. (118.73) Lakhs (Refer Note - (a) below)
- On account of other depreciable Property, Plant and Equipment Rs. 41.89 Lakhs
Total deferred tax liabilities(A)	(3,021.99)	(76.84)	-	(3,098.83)
Deferred tax assets
Expenses allowed onpayment basis	44.24	8.36	(3.62)	48.98
Provision for Investments	683.40	47.84	-	731.24
Provision for Doubtful debts, doubtful advances and inventory obselescence	111.20	(43.00)	-	68.20
Provision for Capital WIP	73.14	5.12	-	78.26
Unabsorbed Depreciaition	251.07	17.41	-	268.48
Unabsorbed Business Loss	563.16	76.48	0.51	640.15
Total deferred tax assets(B)	1,726.21	112.21	(3.11)	1,835.31
Deferred Tax Liabilities(NET) (A+B = C)	(1,295.78)	35.37	(3.11)	(1,263.51)
Minimum Alternate tax (D)	18.43	(11.43)	-	7.00
Deferred Tax Liabilities(NET) (C+D)	(1,277.35)	23.95	(3.11)	(1,256.51)
For theyear ended 31st March 2022
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant and Equipment	(3,190.17)	168.18	-	(3,021.99)
- On account of fair Value of Land Rs. 58.56 Lakhs (Refer Note - (a) below)
- On account of other depreciable Property, Plant and Equipment Rs. 109.62 Lakhs
Total deferred tax liabilities(A)	(3,190.17)	168.18	-	(3,021.99)

185

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
(Rs.in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/(Charge)	Recognised in Other Comprehensive In- come Credit/(Charge)	Closing Balance
Deferred tax assets
Expenses allowed onpayment basis	43.94	3.88	(3.58)	44.24
Provision for Investments	683.40	-		683.40
Provision for Doubtful debts, doubtful ad- vances and inventoryobselescence	109.45	1.75		111.20
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciaition	231.13	19.94	-	251.07
Unabsorbed Business Loss	829.73	(254.74)	(11.83)	563.16
Total deferred tax assets(B)	1,970.79	(229.17)	(15.41)	1,726.21
Deferred Tax Liabilities(NET) (A+B = C)	(1,219.38)	(60.99)	(15.41)	(1,295.78)
Minimum Alternate tax(D)	130.32	(111.89)	-	18.43
Deferred Tax Liabilities(NET) (C+D)	(1,089.06)	(172.88)	(15.41)	(1,277.35)

Note :

a) The Holding Company had excercised 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 valuation of Land was calculated in previous year.

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 differances which have been recognised in previous periods. In F.Y. 2018-19, the Holding Company had 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. (118.73) Lakhs (P.Y. deferred tax credit Rs. 58.56 Lakhs) which is part of deferred tax credit of Rs. 35.37 Lakhs for the year ended 31st March 2023 (P.Y. deferred tax charge Rs. (60.99) Lakhs).

b) Deferred tax Asset on unabsorbed depreciaition, unabsorbed business lossess 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 Holding Company has presently considered the rate existing prior to the amendment. The Holding Company shall evaluate the option to opt for lower tax rate once it utilises the carried forward losses available under the Income Tax Act.

186

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate

		(Rs.in Lakhs)
	Particulars 2022-23	2021-22
Profit / (Loss) before tax	1,109.94	(227.38)
Applicable tax rate	27.82%	26.00%
Tax using the applicable tax rate	-	-
Tax effect of:
Add: Non deductible tax expenses 497.94		542.08
Less: Deductible tax expenses	501.21	337.91
Less: Taxed at different rates	-	0.00
Taxable Income *	1,106.68	(23.21)
Tax expense recognised in the statement of profit and loss 77.93		68.34
Weighted average Tax rate %	7.02	(30.06)

Taxable income for the current year got set off with the carried forward losses of the Holdng Company, hence there is no current tax expenses in case of Holding Company.

The tax rate of 27.82% is applicable to the next financial year.

Tax expense recognised in the Statement of Profit and Loss / Other comprehensive Income (OCI) are as below:

	(Rs.in Lakhs)
Particular	2022-23 2021-22
Current Tax Expense Deferred tax expense/ ( Asset) relating to - Origination and reversal of temporary differences - Different tax rates Total Tax expenses including deferred tax credit/ (charge) recognised in the State- ment of Profit and Loss Deferred tax liability/ (asset) relating to remesurement of the defined benefit plan recognised in OCI	(77.93) (68.34) 139.57 (246.85) (118.73) 58.56
	20.84 (188.29)
	23.95 (172.88) (3.11) (15.41)

187

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 17.1 : BORROWINGS- CURRENT SECURED Loans repayable on demand From Banks Cash Credit and Working Capital Borrowings (Refer Note - 24 (a)) Term Loan from Banks and Financial institutionsa UNSECURED Inter Corporate Depositsb Loan from Directorsc164e Current maturities of Long Term Loan - Secured (Refer Note 15.1)	848.00 1,608.53 150.61 178.25 - 813.23 131.20 190.00 105.77 246.36
	1,235.58 3,036.37

a) Details of Working capital Term Loan from Banks and Financial Institutions

Name of Bank/ Financial Institution	Interest rate and Repayment term	Security Given	Outstanding as at 31-Mar-23	Outstanding as at 31-Mar-22
Punjab National Bank	@ 7.85 % and repayable upto 28th June 2022	ECL Borrowing no additional security given	-	6.95
Indusind Bank	@ 8.60 % and repayable upto 1st February 2023	ECL Borrowing no additional security given	-	15.66
Canara bank	@ 7.65 % and repayable upto 25th August 2022	FITL Borrowing no additional security given	-	1.93
State bank of inda	@ 6.95% and repayable upto 30th July 2022	FITL Borrowing no additional security given	-	2.82
Oxyzo Financial Services Pvt Ltd.	@ 14.00 % and repayable in 26th October 2023	Secured By Bank Guarantee given by Bank of Baroda on behalf of the companyof Rs. 150.00 lakhs	150.61	150.89
Total			150.61	178.25

b) includes amount taken from related party amount of Rs.Nil (P.Y. amount Rs.590.36 Lakhs @ 15.00% interest - repayable within 90 days).

c) amount taken from directors of Rs. 131.20 Lakhs are Interest free loan (P.Y. loan of Rs. 75.00 Lakhs @ 12% Interest and Interest free loan of Rs. 115.00 Lakhs).

188

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 17.2 : TRADE PAYABLES- CURRENT Due to Micro Small and Medium Enterprises (Refer Note 25) * Others#	584.65 479.81 2,204.62 2,399.30
	2,789.27 2,879.11

Includes amount of Rs. 3.73 (Previous Year - Rs. 39.72 Lakhs) due to related parties

Includes amount of Rs.17.95 Lakhs (Previous Year - Rs. 46.33 Lakhs) due to related parties.

Ageing schedule of Trade Payables outstanding as at 31[st ] March 2023:

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----- Start of picture text -----

Outstanding for the following periods from due date of TOTAL
Accured payment
Particulars
/Unbilled Less than 1-2 Years 2-3 Years More than
1 Years 3 Years
(i) MSME - 584.65 - - - 584.65
(ii) Others 246.37 1,958.25 - - - 2,204.62
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 246.37 2,542.90 - - - 2,789.27
----- End of picture text -----

Ageing schedule of Trade Payables outstanding as at 31[st] March 2022:

Particulars	Accured /Unbilled	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	Outstanding for the following periods from due date of payment	TOTAL
		Less than 1 Years	1-2 Years	2-3 Years		More than 3 Years
(i)MSME	-	479.81	-		-	-	479.81
(ii)Others	620.21	1,779.09	-		-	-	2,399.30
(iii)Disputed dues – MSME	-	-	-		-	-	-
(iv)Disputed dues - Others	-	-	-		-	-	-
Total	620.21	2,258.90	-		-	-	2,879.11

Particulars					As at 31-Mar-23 As at 31-Mar-22
NOTE 17.3 : OTHER CURRENT LIABILITIES Advances and Deposits# Statutory Liabilities Interest due on loans Employee Related Liabilities * Other Liabilities					1,941.18 2,635.36 24.76 94.14 - 12.60 238.80 334.90 240.24 228.21
					2,444.98 3,305.21

Includes amount of Rs.130.55 Lakhs (Previous Year - Rs. 325.32 Lakhs) advance received from related parties.

Includes amount of Rs. NIL (Previous Year - Rs. 12.60 Lakhs) due to related parties
** Includes amount of Rs. 39.27 Lakhs (Previous Year - Rs. 64.07) due to related parties.

189

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs)
Particulars	As at 31-Mar-23 As at 31-Mar-22
NOTE 17.4 : PROVISIONS- CURRENT Provisions for Employee Benefits: - Gratuity (Refer Note 29) - Leave Encashment (Refer Note 29) - Provision for Pension Plan Warranty Provisions (Refer Note 34) NOTE 17.5 : CURRENT TAX ASSETS (NET) Provision for Tax (Net of Tax Paid in Advance and Deducted at Source) NOTE 18: REVENUE FROM OPERATIONS Sale of Products Sale of Services Other Operating Revenue NOTE 19 : OTHER INCOME Exchange Difference Gains Profit on Sale of Fixed Assets Bad Debt Recovered Reversal of Provision for Doubtful Debts Credit Balances Written Back (net)* Interest Income - on fixed deposits - on financials instruments measured at amortised cost (Net) - Others Other Income	24.16 14.09 31.39 29.89 68.58 66.90 103.19 105.03
	227.32 215.91
	44.16 -
	44.16 -
	22,396.16 17,877.21 2,784.06 1,585.26 203.04 196.06 25,383.26 19,658.53 61.88 - 0.25 - 0.97 - 210.27 - 35.68 140.12 7.82 1.89 64.40 10.18 5.79 3.02 66.49 58.29 453.55 213.50

190

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs) Year ended 31-Mar-23 Year ended 31-Mar-22 9,297.05 7,832.56 90.71 78.21 37.06 35.08 415.70 371.40 9,840.52 8,317.25 5,421.77 4,035.96 5,421.77 4,035.96 1,375.23 1,420.80 137.94 119.68 16.32 16.65 1,529.49 1,557.13 1,420.80 1,309.64 119.68 60.89 16.65 17.08 1,557.13 27.64 1,387.61 (169.52) Year ended 31-Mar-23 Year ended 31-Mar-22 3,768.02 3,313.32 231.96 196.72 (1.34) (2.93) 90.49 95.07 152.70 151.91 4,241.83 3,754.09	(Rs. In Lakhs) Year ended 31-Mar-23 Year ended 31-Mar-22 9,297.05 7,832.56 90.71 78.21 37.06 35.08 415.70 371.40 9,840.52 8,317.25 5,421.77 4,035.96 5,421.77 4,035.96 1,375.23 1,420.80 137.94 119.68 16.32 16.65 1,529.49 1,557.13 1,420.80 1,309.64 119.68 60.89 16.65 17.08 1,557.13 27.64 1,387.61 (169.52) Year ended 31-Mar-23 Year ended 31-Mar-22 3,768.02 3,313.32 231.96 196.72 (1.34) (2.93) 90.49 95.07 152.70 151.91 4,241.83 3,754.09
Particulars
NOTE 20.1 : COST OF MATERIALS CONSUMED Raw Materials Consumed Cost of Job Contracts Cost of Services Rendered Job Work Charges Incurred NOTE 20.2 : PURCHASE OF STOCK IN TRADE Purchases of Stock in Trade NOTE 20.3 : CHANGE IN INVENTORY OF FINISHED









GOODS, WORK IN PROGRESS & STOCK IN TRADE
Stock at Close : Work-in-Process Stock-in-trade Finished Goods Less : Stock at Commencement : Work-in-Process Stock-in-trade Finished Goods
	1,375.23
	137.94
	16.32
	1,529.49


	1,420.80
	119.68
	16.65
Particulars
NOTE 21 : EMPLOYEE BENEFIT EXPENSES Salaries, Wages, Allowances and Bonus Contribution to Provident and Other Funds Expenses on Employee Stock Option Scheme (ESOP) Provision for Gratuity & Leave Encashment (Note 29) Staff Welfare Expenses		3,768.02 231.96 (1.34) 90.49 152.70 4,241.83

191

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

(Rs. In Lakhs)
Year ended
31-Mar-23
Year ended
31-Mar-22
411.91
689.60
17.98
11.83
92.40
127.10
522.29
828.53
25.16
20.89
405.67
305.79
151.23
93.16
60.09
61.16
250.97
111.58
47.34
88.32
69.94
43.92
357.30
245.78
452.27
328.65
93.96
69.20
381.62
268.44
448.21
334.39
102.37
88.09
92.80
41.49
49.06
45.08
462.27
389.70
26.22
29.85
0.77
1.28
0.10
3.69
0.27
-
383.77
13.17
27.70
6.77
-
39.73
12.26
21.35
354.51
313.59
4,255.86
2,965.07

Particulars

NOTE 22 : FINANCE COST
Interest Expenses
Interest on Lease Liabilities
Bank Charges and other borrowing cost
NOTE 23 : OTHER EXPENSES
Rent (Note 36)
Rates and Taxes
Power and Fuel
Insurance
Sales Commission
Exhibitions/ Advertisement Expenses
Printing and Stationery
Travelling and Conveyance
Audit, Legal and Professional Charges (Note 37)
Vehicle Maintenance
Packing and Cartage
Stores and Loose Tools Consumed
Repairs to Machinery
Repairs to Buildings
Repairs to Other Assets
Jobwork Charges
Directors' Sitting Fees
Donations
Loss on Sale / Assets Written Off (Net)
Investment write off
Bad Debts *
Provision for Doubtful Debts/Advances (net)
Exchange Difference Loss
Reversal of SEIS Entitlement recoverable
Miscellaneous Expenses

Includes amounts of Rs. 131.56 lakhs (P.Y. Rs. Nil) written off on account of trade receivable from one of the related party of the Holding Company .

192

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Note No 24:

a) Working capital borrowings from consortium banks in case of Holding Company on cash credit overdraft/ short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, semi-finished and finished goods, consumable stores and spares, bills receivable, books debts and other moveable current assets (both present and future) of the Holding Company and second pari passu charge on the Property, Plant and Equipment’s of the Holding 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 2nd pari passu charge on the fixed assets of the Holding Company (both present and future) at Udhna Surat.

Working capital borrowings includes borrowing in case of one of the step-down subsidiaries which has been secured by a first collateral mortgage over the land and building of the step down subsidiary, a general security agreement constituting a first ranking security interest in all assets and undertakings of the step down subsidiary and unlimited guarantee given by another step-down subsidiary Company.

b) The Holding Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.
c) There has not been any default in repayment of borrowings and interest during the current and previous financial years.
d) The Holding Company is not declared wilful defaulter by any bank or financials institution or other lender.
e) The quarterly statements of current assets filed by the Holding Company with banks are in agreement with the Standalone books of accounts of the Holding Company except for certain immaterial differences which has been duly reconciled and presented here below:

(Rs. In Lakhs)

				(Rs. In Lakhs)
Quarter Ended	Value as per quarterly statements fled with Banks	Value as per Ind AS books of account	Difference	Reason for difference
June 2022	3,908.17	3,848.50	59.67	Due to estimated overhead loading on the work in progress and finished goods stock and receivables stated prior to adjustment of Expected Credit Lossprovisioning (ECL).
September 2022	4,415.48	4,327.74	87.74
December 2022	4,380.19	4,317.70	62.49
March 2023	3,734.42	3,640.16	94.26

Note No 25:

Disclosure required under section 22 of the Micro, small and medium enterprises development Act, 2006 with respect to Holding Company:

			(Rs.in Lakhs)
Sr.	No.	Particulars	As at 31st March 2023 As at 31st March 2022
	1	Principal amount due and remaining unpaid	599.66 491.71
	2	Interest due on above and the unpaid interest	28.43 25.60
	3	Interest Paid	- -
	4	Payment made beyond the appointed day during the year	1,314.99 1,245.76
	5	Interest due and payable for the period of delay *	38.90 34.32
	6	Interest accrued and remaining unpaid	28.43 25.60
	7	Amount of further interest remaining due and payable in succeeding years	28.43 25.60

Not claimed by Suppliers of Holding Company.

193

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

NOTE 26 - CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

a)	Contingent Liabilities (to the extent not provided for)
		(Rs.in Lakhs)
	Particulars	As at 31st March 2023 As at 31st March 2022
A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
	Disputed Sales Tax/Excise Demands *	118.09 120.78
	*The Holding Company has filed appeals against the respective
	orders and had paid Rs. 40.40 Lakhs against the dispute in earlier
	years.
	TDS Demand (F.Y. 2007-08 till F.Y. 2022-23)	10.35 117.61
	Custom Duty demands (F.Y. 2019-20)	36.04 36.04
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	144.48 168.21
C.	GUARANTEES GIVEN:
	Corporate Guarantee given to banks and financial institutions for
	credit facilities/performance guarantees extended by the Holding Company to Batliboi Environmental Engineering Limited (BEEL), a	3,340.23 3,140.24
	related party.
	Guarantees given by the Holding Company's bankers on behalf of
	BEEL specific guarantee facility given in matter of one of its vendors (which is part of Corporate Guarantee shown in above row of Rs.	358.79 858.54
	3,340.23 Lakhs (P.Y. Rs. 3,140.24 Lakhs)
	Guarantees given on behalf of the Holding Company by its bankers.	352.33 353.18
D	Amount, if any, arising out of liquidation of AESA Air Engineering SA, France (a step-down subsidiary). (Refer Note 41)	- -

i) The Group 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 26.a, above pending resolution of the appellate proceedings.

iii) In respect of guarantees as specified in note 26.c given by the Holding 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 Rs. 1.44 Lakhs (31st March 2022: Rs. Nil).

NOTE 27-

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) Key Management Personnel and their relatives:

a) Mr. Nirmal Bhogilal, Chairman
b) Mr. Sanjiv Joshi, Managing Director
c) Mrs. Sheela Bhogilal, Director

194

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

d) Mr. Ghanshyam Chechani, Chief Financial Officer
e) Mr. Kabir Bhogilal, Chief X Officer/Director (Upto 10th February 2022 / w.e.f. 11th February 2022)
f) Mrs Maya Bhogilal
g) Mr. Ganpat Sawant, Company Secretary. (Upto 10th June 2021)
h) Mrs. Pooja Sawant, Company Secretary. ( w.e.f. 19th July 2021)

ii) Independent / Non-Executive Directors

a) Mr. Ameet Hariani
b) Mr. Eknath.Kshirsagar
c) Mr. George Verghese
d) Mr. Subodh Bhargava
e) Mr. Vijay Kirloskar (Upto 27th April 2021)

iii) Enterprises over which Key Management Personnel are able to exercise significant influence:

a) Batliboi Environmental Engineering Ltd
b) Batliboi International Limited
c) Batliboi Impex Ltd
d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)
e) Sustime Pharma Ltd
f) Spartan Electricals
g) Bhagmal Investments Pvt Ltd
h) Delish Gourment Pvt Ltd
i) Hitco Investments Pvt Ltd
j) Nirbhag Investment Pvt Ltd
k) Pramaya Shares and securities Pvt Ltd
l) Bhogilal Trusteeship Pvt Ltd

iv) Entities in which management personnel are trustees:

a) Bhogilal Leherchand Foundation
b) Leherchand Uttamchand Trust Fund
c) Shekhama Family Trust
d) Bhogilal Family Trust

*Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) – 24 disclosed above is as identified by the Holding Company and relied upon by the auditors.

195

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

B) Transactions & Outstanding Balances:

		(Rs. In Lakhs) Entities in which Key Management Personnel or their relatives have signifcant infuence Key Management 2022-23 2021-22 2022-23 2021-22 267.33 581.55 - 5.90 1,579.19 1,137.80 - - (1.73) (11.52) (5.40) (5.40) 131.56 - - - 7.99 98.43 4.25 15.34 50.00 1,331.50 2,397.95 190.00 589.43 1,535.25 - - - - 149.01 126.09 - - 5.15 5.20 - 616.23 4,348.24 2,020.40 10.48 - - - 381.53 465.27 - - - 6.03 95.04 91.22 - - 39.27 64.07 55.43 122.94 20.41 29.82 328.39 325.32 - - 3,340.23 3,140.24 - -	(Rs. In Lakhs) Entities in which Key Management Personnel or their relatives have signifcant infuence Key Management 2022-23 2021-22 2022-23 2021-22 267.33 581.55 - 5.90 1,579.19 1,137.80 - - (1.73) (11.52) (5.40) (5.40) 131.56 - - - 7.99 98.43 4.25 15.34 50.00 1,331.50 2,397.95 190.00 589.43 1,535.25 - - - - 149.01 126.09 - - 5.15 5.20 - 616.23 4,348.24 2,020.40 10.48 - - - 381.53 465.27 - - - 6.03 95.04 91.22 - - 39.27 64.07 55.43 122.94 20.41 29.82 328.39 325.32 - - 3,340.23 3,140.24 - -	(Rs. In Lakhs) Entities in which Key Management Personnel or their relatives have signifcant infuence Key Management 2022-23 2021-22 2022-23 2021-22 267.33 581.55 - 5.90 1,579.19 1,137.80 - - (1.73) (11.52) (5.40) (5.40) 131.56 - - - 7.99 98.43 4.25 15.34 50.00 1,331.50 2,397.95 190.00 589.43 1,535.25 - - - - 149.01 126.09 - - 5.15 5.20 - 616.23 4,348.24 2,020.40 10.48 - - - 381.53 465.27 - - - 6.03 95.04 91.22 - - 39.27 64.07 55.43 122.94 20.41 29.82 328.39 325.32 - - 3,340.23 3,140.24 - -	(Rs. In Lakhs) Entities in which Key Management Personnel or their relatives have signifcant infuence Key Management 2022-23 2021-22 2022-23 2021-22 267.33 581.55 - 5.90 1,579.19 1,137.80 - - (1.73) (11.52) (5.40) (5.40) 131.56 - - - 7.99 98.43 4.25 15.34 50.00 1,331.50 2,397.95 190.00 589.43 1,535.25 - - - - 149.01 126.09 - - 5.15 5.20 - 616.23 4,348.24 2,020.40 10.48 - - - 381.53 465.27 - - - 6.03 95.04 91.22 - - 39.27 64.07 55.43 122.94 20.41 29.82 328.39 325.32 - - 3,340.23 3,140.24 - -
Sr. No.	Particulars	Entities in which Key Management Personnel or their relatives have signifcant infuence		Key Management
		2022-23	2021-22	2022-23	2021-22
I)	Transactions
a)	Purchase of goods/ material/ services	267.33	581.55	-	5.90
b)	Sale of goods/ materials/ services/ recovery of expenses	1,579.19	1,137.80	-	-
c)	Rent/License fee received(paid)	(1.73)	(11.52)	(5.40)	(5.40)
d)	Bad Debts	131.56	-	-	-
e)	Interest Paid (Received)	7.99	98.43	4.25	15.34
f)	Loans and Advance Received/ (Refunded) (Net)	50.00	1,331.50	2,397.95	190.00
g)	Loans and advances repaid	589.43	1,535.25	-	-
h)	Remuneration	-	-	149.01	126.09
i)	Director Sitting Fees	-	-	5.15	5.20
II)	Outstanding Balances as at
a)	Loans Received	-	616.23	4,348.24	2,020.40
b)	Loans and Advance Given	10.48	-	-	-
c)	Receivable (for goods, services and other items) -
	i) Trade Receivables	381.53	465.27	-	-
d)	Payables (for goods, services and other items)
	i) Interest accrued and due on loans	-	6.03	95.04	91.22
	ii) Employee Related Liabilities	-	-	39.27	64.07
	iii) Trade Payables	55.43	122.94	20.41	29.82
e)	Advance Received (for goods, services and other items)	328.39	325.32	-	-
f)	Outstanding Guarantee	3,340.23	3,140.24	-	-

196

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

C) Disclosure of material transactions between the company and related parties and the status of outstanding balances as on 31st March 2023:

			(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Enterprise / Key Management	Relationship	31st March 2023	31st March 2022
Purchase of Goods/ materials/ services/ payment of expenses	Batliboi Environmental engineering Ltd	Entities in which key management	146.83	386.09
	Batliboi International Ltd	personnel and/or	9.96	16.06
	Batliboi Impex Ltd	their relatives have significant influence	95.50	72.79
	Spartan Electricals		15.04	95.95
	Hitco Investments Pvt Ltd		-	10.66
	Hariani & Co	KeyManagerial Person	-	5.90
Sale of goods/ materials/services / recovery of expenses	Batliboi Environmental engineering Ltd	Entities in which key management	976.17	788.87
	Batliboi International Ltd	personnel and/or their relatives have	578.55	324.15
	Batliboi Impex Ltd	significant influence	5.10	5.90
	Batliboi Renewable Energy Solutions Pvt Ltd		18.11	17.53
	Spartan Electricals		1.26	1.35
Rent/License fees received/(paid)	Batliboi Renewable Energy Solutions Pvt Ltd	Entities in which key management	(3.29)	(3.29)
	Batliboi Impex Ltd	personnel and/or thi lti h	7.56	-
	Spartan Electricals	er reaves ave significant influence	-	(2.23)
	Nirmal Bhogilal (Guest House)	Chairman	(5.40)	(5.40)
	Shekhama Family Trust	Trusts in which management personnel are trustees	(6.00)	(6.00)
Bad Debts	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	131.56	-
Interest Paid/ (Received)	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	1.68	3.62
	Hitco Investments Pvt Ltd		6.31	94.81
	Sheela Bhogilal	Key Managerial Person	4.25	15.34
Loans and advances received	Hitco Investments Pvt Ltd	Entities in which key management	-	1,331.50
	Spartan Electricals	personnel and/or their relatives have significant influence	50.00	-
	Nirmal Bhogilal	Key Managerial Person	1,352.95	80.00
	Kabir Bhogilal		-	35.00
	Sheela Bhogilal		1,045.00	75.00

197

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Loans and advances repaid	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	29.43	-
	Hitco Investments Pvt Ltd		560.00	1,535.25
Remuneration paid to Key Management Personnel & their Relatives	Kabir Bhogilal	Chief X Officer/Director	51.24	43.27
	Ganpat Sawant	Company Secretary	-	1.88
	Sanjiv Joshi	Managing Director	61.80	49.56
	Pooja Sawant	Company Secretary	8.51	4.93
	Ghanshyam Chechani	Chief Financial Officer	27.46	26.45
Director Sitting Fees	Mrs. Sheela Bhogilal	Director	0.45	0.60
	Mr. Ameet Hariani	Independent / Non Executive Director	1.20	1.20
	Mr. Eknath Kshirsagar		1.30	1.30
	Mr. George Verghese		0.90	0.80
	Mr. Subodh Bhargava		1.30	1.30
Outstanding balances			(Rs. In Lakhs)
Sr. No. Particulars			2022-23 2021-22
Outstanding Loans Received A) Entities in which key management personnel and/or their relatives have significant influence i) Batliboi International Ltd ii) Hitco Investments Pvt Ltd B) Key Management Personnel and their relatives i) Nirmal Bhogilal ii) Sheela Bhogilal iii) Kabir Bhogilal Outstanding Loans and Advances Given A) Entities in which key management personnel and/or their relatives have signifcant infuence i) Batliboi Environmental Engineering Ltd ii) Batliboi International Ltd iii) Batliboi Impex Ltd Outstanding Receivable for goods, services and other items A) Entities in which key management personnel and/or their relatives have signifcant infuence i) Batliboi Environmental Engineering Ltd ii) Batliboi International Ltd			- 25.97 - 590.26 3,152.86 1,843.40 1,160.38 142.00 35.00 35.00 8.90 - 1.56 - 0.02 - 352.97 305.09 24.07 155.24

198

Annual Report 2022-23

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:
iii)	Batliboi Impex Ltd	3.58	4.48
iv)	Spartan Electricals	0.83	-
v)	Batliboi Renewable Energy Solutions Pvt Ltd	0.08	0.46
Outstanding Payables for goods, services and other items
A) Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd	-	28.82
ii)	Batliboi International Ltd	2.57	3.46
iii)	Batliboi Renewable Energy Solutions Pvt Ltd	0.07	2.09
iv)	Spartan Electricals	3.73	39.72
v)	Hitco Investments Pvt Ltd	-	6.72
vi)	Pramaya Shares and securities Pvt Ltd	-	1.27
vii)	Nirbhag Investment Pvt Ltd	-	1.30
viii)	Batliboi Impex Ltd	4.57	-
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal	92.81	102.00
ii)	Sheela Bhogilal	53.78	49.96
iii)	Kabir Bhogilal	3.12	15.63
iv)	Hariani & Co	-	0.54
v)	Sanjiv Joshi	3.05	14.46
vi)	Ghanshyam Chechani	1.28	1.39
vii)	Pooja Sawant	0.68	1.13
C)	Management personnel are trustees and Related
i)	Shekhama Family Trust	44.49	45.59
Outstanding Advance received
A)	Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi International Ltd	199.43	228.23
ii)	Batliboi Renewable Energy Solutions Pvt Ltd	28.96	47.13
iii)	Spartan Electricals	100.00	49.96
Outstanding Guarantees/collateral security
A)	Entities in which key management personnel and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd	3,340.23 3,140.24

199

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

NOTE 28 - FINANCIAL DERIVATIVE INSTRUMENTS:

a . Derivative contracts entered into by the Holding Company and outstanding as at 31st March, 2023 for Hedging currency and interest related risks.

Nominal amount of derivative contracts entered by the Holding Company and outstanding is given below:

			(Rs. In Lakhs)
Sr.No.	Particulars	31st March 2023	31st March 2022
1	Interest Rate Swaps	-	-
2	CurrencySwaps	-	-

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31st March 2023 and 31st March 2022:

	Particulars 31st March 2023	31st March 2022	31st March 2022
Foreign Currency Receivable exposure: (In FCY Lakhs) (In Rs. Lakhs)		(In FCY Lakhs)	(In Rs. Lakhs)
Euro	7.83 700.00	7.43	624.69
US Dollar	0.30 24.76	0.71	53.44
Japan Yen	8.39 5.20	14.93	9.25
Foreign Currency Payable exposure
Euro	0.42 37.58	-	-
US Dollar	- -	-	-

c. The Holding Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 29-DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD-19 “EMPLOYEE BENEFITS” WITH RESPECT TO HOLDING COMPANY:

The Holding Company has classified the various benefits provided to employees as under:

a. Defned Contribution Plans:

The Holding Company has recognized the following amounts in the Consolidated Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

		(Rs in Lakhs)
Particulars	31st March 2023	31st March 2022
Contribution to Provident Fund	89.29	78.98
Contribution to ESIC	3.92	5.93
Contribution to Superannuation Fund	7.99	8.34
Total	101.20	93.25

Provident Fund:

200

Annual Report 2022-23

==> picture [75 x 48] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

b. Defned Beneft Plans:

The following details are pertaining to the Holding Company.:

	(Rs in Lakhs)
Sr. No. Particulars	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2023 31st March 2022 31st March 2023 31st March 2022 31st March 2023 31st March 2022
1 Change in Beneft Obligation - Liability at the beginning of the year Interest cost Current Service Cost Benefit Paid Actuarial (gain) / Loss on obli- gation Liability at the end of the year 2 Changes in the Fair Value of Plan Assets - Present Value of Plan Assets as at the beginning of the year Expected Return on Plan Assets Actuarial (Gain)/Loss Employers’ Contributions Benefits Paid Present Value of Planned Assets as at end of the year 3 Amount Recognized in the Bal- ance Sheet including a recon- ciliation of the Present Value of Defned Beneft Obligation and the Fair Value of Assets Present Value of Defined Benefit Obligation as at the end of the year Fair Value of Plan Assets as at the end of the year Net Liability recognized in the Balance Sheet as at the end of the year 4 Expenses Recognized in the Consolidated Statement of Proft and Loss Service Cost Interest Cost	280.31 326.03 120.22 117.13 10.77 11.55 20.11 20.09 8.59 7.31 0.77 0.71 19.51 27.24 19.78 19.79 21.73 19.93 (28.25) (47.49) (30.51) (31.72) (-) (-) 1.85 (45.56) 9.18 7.71 (22.20) (21.42) 293.53 280.31 127.26 120.22 11.07 10.77 - - - - - - - - - - - - - - - - - - 28.25 47.49 30.51 31.72 - - (28.25) (47.49) (30.51) (31.72) - - - - - - - - 293.53 280.31 127.26 120.22 11.07 10.77 - - - - - - 293.53 280.31 127.26 120.22 11.07 10.77 19.51 27.24 19.78 19.79 21.73 19.93 20.11 20.09 8.59 7.31 0.77 0.71

201

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Sr.
No.
Particulars

Gratuity
(Non-Funded)
Leave Encashment
(Non funded)
Compensated
Absences(Non funded)

31st March
2023
31st March
2022
31st March
2023
31st March
2022
31st March
2023
31st March
2022

Expected Return on Plan Assets
-
-
-
- -
-
Curtailment Cost/(Credit)
-
-
-
-
-
-
Settlement Cost/(Credit)
-
-
-
-
-
-
Total Expenses recognized in
the Profit and Loss A/c
39.62
47.33
28.37
27.10
22.50
20.64
5
Actual Return on Plan Assets
Estimated Contribution to be
made in the next annual year
The composition of plan assets:
i.e. percentage of each cate-
gory of plan assets to total fair
value of plan assets:
a) Govt of India Securities
-
-
-
-
-
-
b) Corporate Bonds
-
-
-
-
-
-
c) Special Deposit Scheme
-
-
-
-
-
-
d) Equity Shares of Listed Compa-
nies
-
-
-
-
-
-
e) Property
-
-
-
-
-
-
f)
Insurance Managed Funds
-
-
-
-
-
-
g) Others
-
-
-
-
-
-
Total
-
-
-
-
-
-
6
Amount recognised in Other
Comprehensive Income (OCI)
Actuarial (Gains) / Losses on
Obligations for the period
1.85
(45.56)
9.18
7.71
(22.20)
(21.43)
Re-measurement (Return on
Plan Assets Excluding Interest
Income)
-
-
-
-
-
-
Change in Asset Ceiling
-
-
-
-
-
-
Net (Income) / Expenses for
the period recognized in OCI
1.85
(45.56)
9.18
7.71
(22.20)
(21.43)
7
Principal Actuarial Assumptions at the Balance Sheet Date
Retirement age
58 years for employees at Manufacturing facilities at Udhna and 60
years at other locations
Discount rate
7.22% p.a. 7.36% p.a.
7.22% p.a. 7.36% p.a. 7.22% p.a.
7.36% p.a.
Mortality
Indian Assured Lives Mortality (2006-2008) Ultimate
Salary escalation
4% p.a.
4% p.a.
4% p.a.
4% p.a.
4% p.a.
4%p.a.

202

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2023 31st March 2022 31st March 2023 31st March 2022 31st March 2023 31st March 2022
Projected benefts payable in future years from the date of reporting 1st following year Sum of years 2 to 5 Sum ofyears 6 to 10	24.16 14.07 8.02 6.92 4.28 5.59 126.25 132.69 29.34 27.62 35.43 34.63 96.53 76.97 30.78 28.06 41.35 32.20
Sensitivity Analysis on PBO
Delta effect of 1% increase in rate of discounting Delta effect of 1% decrease in rate of discounting Delta effect of 1% increase in rate of salary escalation Delta effect of 1% decrease in rate of salaryescalation	274.22 261.62 94.62 88.44 10.13 9.80 315.64 301.74 115.80 108.96 12.16 11.90 315.06 301.18 115.95 109.12 12.19 11.93 274.29 261.32 94.35 88.17 10.10 9.76

NOTE NO.30: Earning per share (EPS)

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----- Start of picture text -----

31st March, 31st March,
Particulars
2023 2022
Profit/ (Loss) after Tax – (Rs in Lakhs) 1,055.95 (470.52)
No. of Equity shares of Rs.5 each outstanding 2,88,85,881 2,87,15,883
Weighted Average Number of Equity Shares Outstanding during the year
For Basic 2,87,39,170 2,87,15,883
For Diluted 2,95,91,173 2,87,15,883
EPS (Rs . )
Basic 3.67 (1.64)
Diluted 3.57 (1.64)
----- End of picture text -----

NOTE 31 - 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

203

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	As at 31-Mar-23			As at 31-Mar-22			Fair Value Measurement Hierarchy
	Amortised Cost	FVPL	At Cost	Amortised Cost	FVPL	At Cost
FINANCIAL ASSET
Investments	-	-	5.00	-	-	5.27	Level 2
Trade receivables	3,425.78	-	-	2,256.44	-	-
Cash and cash equivalents	463.75	-	-	1,168.88	-	-
Other Bank balances	199.25	-	-	34.39	-	-
Loans	0.55	-	-	1.42	-	-
Others	370.79	-	-	454.37	-	-
Total Financial Assets	4,460.12	-	5.00	3,915.50	-	5.27
FINANCIAL LIABILITIES
Borrowings	7,361.28	-	-	7,261.73	-	-	Level 2
Lease Liabilities	131.22	-	-	191.95	-	-
Trade payables	2,949.89	-	-	3,084.02	-	-
Other financial liabilities	2,886.22	-	-	3,719.33	-	-
Total Financial Liabilities	13,328.61	-	-	14,257.03	-	-

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

Type	Valuation technique
Fixed Rate Borrowings	Discounted cash flows: The valuation model considers the present value of expectedpayment discounted usingappropriate discountingrates.

c. Financial risk management

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

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

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, 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 Group’s activities.

The Group’s financial risk management is an integral part of how to plan and execute its business strategies.

The Group’s financial risk management policy is approved by the respective Companies Board of Directors.

204

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

d. Credit Risk

Credit risk is the risk of financial loss to the Group 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 Group 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.

The following table provides information about the exposure to credit risk and measurement of loss allowance using Lifetime expected credit loss for trade receivables:

(Rs. In Lakhs)

Particulars	Up to 6 months	6 months. to 1 yr.	1 year to 3 years	More than 3 years	Total
As on 31st March 2023
Gross Carrying Amount	2,948.43	210.08	132.57	352.15	3,643.23
Specific Provision	-	-	-	217.45	217.45
Carrying Amount	2948.43	210.08	132.57	134.70	3,425.78

As on 31st March 2022
Gross Carrying Amount	1,689.93	189.73	425.37	379.13	2,684.16
Specific Provision	-	-	63.54	364.18	427.72
Carrying Amount	1,689.93	189.73	361.83	14.95	2,256.44

Cash and cash equivalents:

The Group held cash and cash equivalents of Rs. 463.75 lakhs as at 31st March 2023 (31st March 2022: Rs. 1,168.88 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group’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 Group’s reputation.

(Rs. In Lakhs)

	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Contractual cash fows
	Carrying amount	Up to 1 year	1-2 years	2-5 years	More than 5years	Total
As on 31st March 2023
Non-derivative financial liabilities
Borrowings	7,361.28	1,235.58	94.77	1,306.09	4,724.84	7,361.28
Interest	95.04	-	-	-	95.04	95.04
Trade payables	2,949.89	2,789.27	160.62	-	-	2,949.89

205

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

As on 31st March 2022
Non-derivative financial liabilities
Borrowings	7,261.73	3,065.63	511.42	763.35	2,921.33	7,261.73
Interest	97.25	12.60	-	-	84.65	97.25
Trade payables	3,084.02	2,879.11	204.91	-	-	3,084.02

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 Group’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 Group is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Exposure to Interest rate risk:

Group’s interest rate risk arises from borrowings. The interest rate profile of the Group’s interest-bearing longterm financial instruments is as follows:

(Rs In Lakhs)

		(Rs In Lakhs)
Particulars	31st March 2023	31st March 2022
Fixed-rate instruments	1,536.05	3,151.52
Variable-rate instruments	848.00	1,608.53
Total	2,384.05	4,760.05

h. Currency risk:

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

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

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

206

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as at 31st March 2023 and 31st March 2022 are as below:

(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Total	INR	JPY	EURO	USD
As at 31st March 2023
Financial assets
Cash and cash equivalents	463.75	463.75	-	-	-
Loans and advances	304.62	304.62	-	-	-
Other current financial assets	199.25	199.25	-	-	-
Trade and other receivables	3,425.78	2,695.82	5.20	700.00	24.76
Other Non-current financial asset	71.72	71.72	-	-	-
Exposure for assets(A)	4,465.12	3,735.16	5.20	700.00	24.76
Financial liabilities
Longterm borrowings	6,125.70	6,125.70	-	-	-
Short term borrowings	1,235.58	1,235.58	-	-	-
Trade and otherpayables	2,949.89	2,949.89	-	-	-
Other Current financial liabilities	2,492.86	2,455.28	-	37.58	-
Other Non-Current financial Liabilities	524.58	524.58	-	-	-
Exposure for liabilities(B)	13,328.61	13,291.03	-	37.58	-
Net exposure(A-B)	(8,863.49)	(9,555.87)	5.20	662.42	24.76
As at 31st March 2022
Financial assets
Cash and cash equivalents	1,168.88	1,168.88	-	-	-
Loans and advances	355.17	351.43	-	-	3.74
Other current financial assets	34.39	34.39	-	-	-
Trade and other receivables	2,256.44	1,724.99	9.25	472.50	49.70
Other Non-current financial asset	105.89	105.89	-	-	-
Exposure for assets(A)	3,920.77	3,385.58	9.25	472.50	53.44
Financial liabilities
Longterm borrowings	4,225.36	4225.36	-	-	-
Short term borrowings	3,036.37	3036.37	-	-	-
Trade and otherpayables	3,084.02	3084.02	-	-	-
Other Current financial liabilities	3,373.23	3373.23	-	-	-
Other Non-Current financial Liabilities	538.05	538.05	-	-	-
Exposure for liabilities(B)	14,257.03	14,257.03	-	-	-
Net exposure(A-B)	(10,336.26)	(10,871.45)	9.25	472.50	53.44

207

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Sensitivity analysis:

A reasonably possible change in foreign exchange rate at 31st March by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

(Rs in Lakhs)	(Rs in Lakhs)	(Rs in Lakhs)
Particulars	For the year ended 31st March 2023	For the year ended 31st March 2022
Movement in exchange rate	4%	4%
Impact onprofit and loss
JPY- INR	0.21	0.37
EURO – INR	26.50	18.90
USD – INR	0.99	2.14

Note No. 32: -Disclosure relating to revenue from Contract

a) Disaggregation of revenue into Operating Segments and Geographical areas:

Revenue disaggregation by industry vertical is as follows:

Note No. 32:-Disclosure relating to revenue from Contract a) Disaggregation of revenue into Operating Segments and Geographical areas: Revenue disaggregation by industry vertical is as follows:	Note No. 32:-Disclosure relating to revenue from Contract a) Disaggregation of revenue into Operating Segments and Geographical areas: Revenue disaggregation by industry vertical is as follows:	Note No. 32:-Disclosure relating to revenue from Contract a) Disaggregation of revenue into Operating Segments and Geographical areas: Revenue disaggregation by industry vertical is as follows:
(Rs. In Lakhs)
Industry Vertical	Year Ended 31st March 2023	Year Ended 31st March 2022
Machine Tools	12,443.14	10,402.72
Textile Engineering	12,872.44	9,187.53
Others	67.68	68.28
Total Rs.	25,383.26	19,658.53

Revenue disaggregation by geography is as follows:

Total Rs. 25,383.26 19,658.53 Revenue disaggregation by geography is as follows:	Total Rs. 25,383.26 19,658.53 Revenue disaggregation by geography is as follows:	Total Rs. 25,383.26 19,658.53 Revenue disaggregation by geography is as follows:
(Rs. In Lakhs)
Geography	Year Ended 31st March 2023	Year Ended 31st March 2022
India	17,511.47	13,263.47
Foreign	7,871.79	6,395.06
Total Rs.	25,383.26	19,658.53

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 on 31st March 2023 which are part of contract is expected to be completed within duration of one year.

Note No. 33: Capital Management

For the purpose of the Group’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.

208

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

The Group 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, Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

		(Rs. In Lakhs)
	Particulars 31st March 2023	31st March 2022
Loans and Borrowings	7,361.28	7,261.73
Trade Payables	2,949.89	3,084.02
Other Financial Liabilities	3,017.44	3,911.28
Less: Cash and Cash Equivalents 463.75		1,168.88
Net Debts	12,864.86	13,088.15
Equity	13,617.09	12,550.49
Capital and net debt	26,481.95	25,638.64
Gearing ratio	49%	51%

Note No 34: Disclosure for provisions:

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 17.4):

(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Provisions	Opening Amount	Additional provision	Amount utilized	Amount reversed	Closing balance
2022-23	105.03	58.15	58.55	1.44	103.19
2021-22	75.22	36.81	7.00	-	105.03

Note No 35: ESOP Related Disclosure:

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Holding Company had reserved 28,68,255 options to the eligible employees of the Holding Company and its subsidiaries under the Employee stock option scheme. Summary of stock options as on 31st March 2023 is as follows: -

Name of Plan	Number of Options	Exercise Price
ESOP 2011-12 - Phase 1	10,00,000	Rs. 15.75
ESOP 2012-13 - Phase 2	1,00,000	Rs. 15.75
ESOP 2014-15 - Phase 3	3,50,000	Rs. 15.75
ESOP 2015-16 - Phase 4	2,50,000	Rs. 15.75
ESOP 2017-18 - Phase 5	1,00,000	Rs. 15.75
ESOP 2018-19 - Phase 6	4,50,000	Rs. 15.75
ESOP 2022-23 - Phase 7	8,30,000	Rs. 45.00

209

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Number and weighted average exercise prices of stock options for each of the following groups of options -	Number of Options	Number of Options	Weighted Average Exercise Price (In Rs.)	Weighted Average Exercise Price (In Rs.)
	2022-23	2021-22	2022-23	2021-22
- Outstandingat the beginningof theyear	4,45,000	6,66,666	15.75	15.75
- Granted duringtheyear	8,30,000	-	45.00	-
- Forfeited/ Lapsed duringtheyear	64,999	2,21,666	-	-
- Exercised duringtheyear	1,69,998	-	-	-
- Outstandingat the end of theyear	10,40,003	4,45,000	39.09	15.75
- Exercisable at the end of theyear	1,09,999	2,28,334	15.75	15.75
Number of Option Vested duringthe Year	1,08,333	1,08,333	-	-
Total number of shares arisingas a result of exercise	1,69,998 Shares
Moneyrealized byexercise of options(Rs.)	26.77 Lakhs
For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average share price during theperiod.(Rs.)	1,69,998 option were exercised during the year at the rate Rs. 15.75 per option.
For stock options outstanding at the end of the period, the range of exercise prices and weighted average remaining contractual life (vesting period + exercise period). If the range of the exercise prices is wide, the outstanding of those options should be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and cash that may be received upon exercise of those options.	Range of exercise Prices (Rs.)		Weighted average contractual life (Years)
	2022-23	2021-22	2022-23	2021-22
ESOP 2014-15 - Phase 3	15.75	15.75	0.44	1.44
ESOP 2018-19 - Phase 6	15.75	15.75	4.15	5.15
ESOP 2022-23 - Phase 7	45.00	-	8.87	-
For liabilities arising from employee share-based payment plans	- Carrying amount as at 31st March 2023 – Rs. 23.35 lakhs. (31st March 2022 – Rs. 42.44 Lakhs)
- Total carrying amount at the end of the period
- Total intrinsic value at the end to the period for which the right of the employee to cash or other assets had vested bythe end of theperiod.	No cash settled awards given out.
Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option.	Rs. 3.57 Diluted Earnings per share

210

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Note No 36: Leases

Set out below are the carrying amounts of lease labilities and the movement: (Rs. In Lakhs)

Set out below are the carryingamounts of lease labilities and the m	ovement:	(Rs. In Lakhs)
Particulars	2022-23	2021-22
Opening Balance	191.95	110.08
Modifications	1.91	132.21
Interest on Lease Liability	17.98	11.83
Repayments	(80.62)	(62.17)
Closing balance	131.22	191.95
Current	47.88	68.02
Non-Current	83.34	123.93
Total	131.22	191.95

The maturity analysis of undiscounted lease liabilities are as follows: (Rs. In Lakhs)

The maturityanalysis of undiscounted lease liabilities are as follows:	(Rs. In Lakhs)
Particulars	2022-23 2021-22
Less than 1 year 1 to 5 years More than 5 years Total	60.74 87.37 97.83 148.96 - -
	158.57 236.33

Total	158.57 236.33
The followingamounts are recognized in the statement ofprofit and	loss:(Rs. In Lakhs)
Particulars	2022-23 2021-22
Depreciation expense on right-of-use asset (Note 8) Interest expense on lease liabilities (Note 22) Expense relating to short term leases including service charges (included in other expense as rent) Total	63.75 51.55 17.98 11.83 25.16 20.89
	106.89 84.27

The Group had total cash outflows for leases of Rs. 62.64 Lakhs (P.Y. Rs. 50.34 Lakhs) (excluding interest) for the year ended 31st March 2023. The Group did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31st March 2023. Further, there are no future cash outflows relating to leases that have not yet commenced.

Note No.37:

Audit, Legal and Professional Charges (excluding Service Tax/ GST) shown under other expenses (Note 23), includes the following payments to auditors:

23), includes the following payments to auditors:
	(Rs. In Lakhs)
Particulars	2022-23 2021-22
a) Audit Fees b) Certification c) Reimbursement Total	44.33 42.42 4.92 4.20 - -
	49.25 46.62

211

Batliboi Ltd.

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Note No. 38:

Reconciliation between opening and closing balances in the Consolidated Balance Sheet for liabilities arising from financing activities as required by Ind AS 7 “Statement of Cash Flows” is as under:

		(Rs. In Lakhs)
Particulars	31st March 2023 31st March 2022
Cash and Cash Equivalents	463.75	1,168.88
Current Borrowings (including interest)	(1,235.58)	(3,036.37)
Non-Current Borrowings (including interest)	(6,220.74)	(4,322.61)
Net Debt	(6,992.57)	(6,190.10)

	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Other Assets	Liabilities from fnancing activities		Total
	Cash and Bank Balance	Non - Current Borrowings	Current Borrowings
Net Debts as at 31st March 2022	1,168.88	(4,322.61)	(3,036.37)	(6,190.10)
Cash Flows	(705.13)	(1,958.27)	1,806.93	(856.47)
Interest Expense	-	(52.08)	(359.83)	(411.91)
Interest Paid	-	47.82	353.69	401.51
Other non-cash movements -	-	-	-	-
- Acquisitions/ disposal	-	-	-	-
- Fair Value adjustments	-	64.40	-	64.40
Net Debts as at 31st March 2023	463.75	(6,220.74)	(1,235.58)	(6,992.57)

Net Debts as at 31st March 2021	537.55	(4,490.31)	(3,137.75)	(7,090.51)

Cash Flows	631.33	176.32	90.42	898.07
Interest Expense	-	(66.00)	(623.60)	(689.60)
Interest Paid	-	47.20	634.56	681.76
Other non-cash movements -
- Acquisitions/ disposal	-	-	-	-
- Fair Value adjustments	-	10.18	-	10.18
Net Debts as at 31st March 2022	1,168.88	(4,322.61)	(3,036.37)	(6,190.10)

212

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Share in total comprehensive income	Amounts		864.91			(53.02)	216.63	7.34	-	-		5.31	1,041.17
	As % of consoli- dated total comprehen- sive income		83.07			(5.09)	20.81	0.70	-	-		0.51	100.00
Share in other comprehensive income	Amounts		8.06			(32.45)	3.82	0.55	-	-		5.24	(14.78)
	As % of consolidat- ed other comprehen- sive income		(54.53)			219.55	(25.85)	(3.72)	-	-		(35.45)	100.00
Share in Proft or loss	Amounts		856.85			(20.57)	212.81	6.79				0.07	1,055.95
	As % of consolidat- ed proft or loss		81.14			(1.95)	20.15	0.65				0.01	100.00
Net Asset, i.e; total assets minus total liabilities	Amounts		11,986.75			2,623.03	2,871.04	220.58	-	-		(4,084.31)	13,617.09
	As % of consoli- dated net assets		88.03			19.26	21.08	1.62	-	-		(29.99)	100.00
	Name of the Entity	Parent	Batliboi Limited	Subsidiaries :	Foreign	Queen Projects Mauritius Ltd., Mauritius	Quickmill Inc., Canada	760 Rye Street, Canada	Queen Projects Mauritius Ltd., Mauritius	Quickmill Inc., Canada	760 Rye Street, Canada	Consolidation Financial Statements adjustments and eliminations	Total
	Sr. No.		1			1	2	3	1	2	3

213

Batliboi Ltd.

Share in total comprehensive income	Amounts		(620.29)			(75.82)	1,317.98	37.21	-	-		(1,028.00)	(368. 92)
	As % of consoli- dated total comprehen- sive income		168.14			20.55	(357.25)	(10.09)	-	-		278.65	100.00
Share in other comprehensive income	Amounts		43.87			(68.75)	1,122.58	32.36	-	-		(1,028.46)	101.60
	As % of consolidat- ed other comprehen- sive income		43.18			(67.67)	1,104.90	31.85	-	-		(1,012.26)	100.00
Share in Proft or loss	Amounts		(664.16)			(7.07)	195.40	4.85				0.46	(470.52)
	As % of consolidat- ed proft or loss		141.15			1.50	(41.52)	(1.03)				(0.10)	100.00
Net Asset, i.e; total assets minus total liabilities	Amounts		11,096.40			2,508.68	2,654.42	213.24	-	-		(3,922.25)	12,550.49
	As % of consoli- dated net assets		88.41			19.99	21.15	1.70	-	-		(31.25)	100.00
	Name of the Entity	Parent	Batliboi Limited	Subsidiaries :	Foreign	Queen Projects Mauritius Ltd., Mauritius	Quickmill Inc., Canada	760 Rye Street, Canada	Queen Projects Mauritius Ltd., Mauritius	Quickmill Inc., Canada	760 Rye Street, Canada	Consolidation Financial Statements adjustments and eliminations	Total
	Sr. No.		1			1	2	3	1	2	3

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Note No. 40

Code on Social Security,2020

The Code on Social Security, 2020 (“Code”) relating to employee benefits during the employment and post-employment benefits had been published in the Gazette of India on 28th September 2020. The Ministry of Labour and Employment had released draft rules for the Code on 13th November 2020. The effective date from which these changes are applicable is yet to be notified. The Holding Company will assess and record the impact, if any, when the rules are notified, and the Code becomes effective.

Note No. 41

The Board of Directors of AESA Air Engineering SA, France which was a step-down subsidiary, had filed Judiciarie Redressment under French Law on 6th July 2020. The French Court had passed an interim order on 18th November 2020 taking cognizance of the situation and pronounced the ‘liquidation judicial’ of AESA Air Engineering SA France including its three step down subsidiaries and appointed a Liquidator. Thus, the Holding Company had no control over the said step-down subsidiary companies and hence it seized to be step down subsidiary of the Holding Company from financial year 2020-21.

Note No. 42

Queen Projects (Mauritius) Ltd, Mauritius, Subsidiary Company of the Holding Company is undergoing a voluntary liquidation process, as it is desirable for the Holding Company to have direct control of Quickmill Inc. and 760 Rye Street Inc. (Canada) which are currently its Step down subsidiary Companies.

Note No. 43:

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 Holding 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 Holding Company (Ultimate Beneficiaries).
b) The Holding Company has not received any fund from any party(s) (Funding Party) with the understanding that the Holding Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Holding Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
ii) For the year ended 31st March 2023, there are no instances of transactions not recorded in the books of account of the Holding Company, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
iii) The Holding Company has not traded or invested in Crypto currency or Virtual Currency during the year.
iv) The Holding 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 Holding 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 by the Holding Company

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

vii) The Holding 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.

viii) Analytical Ratios:

Ratio	Numerator	Denominator	As at 31.03.2023	As at 31.03.2022	% Variance	Reason for Variance for more than 25%
(a) Current Ratio (in times)	Total Current Assets	Total Current Liabilities	1.10	0.72	(52.03%)	Note 1
(b) Debt-Equity Ratio (in times)	Total Debt and lease liabilities	Total Equity	0.55	0.59	7.35%	NA
(c) Debt Service Coverage Ratio (in times)	Earning for Debt Service = Net Profit after taxes + Non- cash operating expenses + Interest + other non-cash adjustments	Debt Service = Interest and lease payments + principal repayments	3.11	0.62	(401.50%)	Note 2
(d) Return on Equity Ratio(in %)	Net Profit after tax	Average Total Equity	8.07%	(3.69%)	318.46%	Note 3
(e) Inventory Turnover Ratio (in times)	Sales of Products	Average Inventory	6.63	5.80	(14.44%)	NA
(f) Trade Receivables turnover ratio (in times)	Revenue from rendering of operations	Average Accounts Receivable	8.93	9.59	6.79%	NA
(g) Trade payables turnover ratio (in times)	Purchases	Average Trade Payables	4.86	4.41	(10.04%)	NA
(h) Net capital turnover ratio (in times)	Revenue from rendering of operations	Average working capital (i.e. Total current assets less Total current liabilities)	(25.70)	(8.47)	(203.60%)	Note 3
(i) Net profit ratio (in %)	Net Profit after tax	Revenue from rendering of operations	4.16%	(2.39%)	273.81%	Note 3
(j) Return on Capital employed (in %)	Profit before tax and interest	Capital employed = Net worth + Lease liabilities + Deferred tax liabilities	6.88%	2.23%	(209.07%)	Note 3
(k) Return on investment (in %)	Income generated from invested funds (Bank Deposit)	Average invested funds in investments (Bank Deposits)	6.70%	4.30%	55.82%	Note 4
Notes: 1. Reduction in current Liabilities as compared to last year on account of repayment of borrowings has resulted into improvement in the ratio. 2. Reduction in interest expense and increase in operating margin as compared to last year has resulted in improvement in the ratio. 3. Increase in revenue from operations and improvement in operating margin and profit has resulted in variance of the respective ratios. 4. Increase in investment in Bank Deposits has resulted in improvement in the ratio.

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS:

Note No.44:

Events after reporting date

There have been no significant events after the reporting date that require disclosure in these Consolidated Ind AS financial statements.

Note No. 45:

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

Signature on notes on accounts

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL Chairman DIN No. 00173168

SANJIV JOSHI Managing Director DIN No. 08938810

GHANSHYAM CHECHANI POOJA SAWANT Chief Financial Officer Company Secretary

Place : Mumbai Date : 26th May 2023

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Batliboi Ltd.

oi Ltd.
Statement containing salient features of the financial statement of subsidiaries Part “A” : Subsidiaries Rs. In Lakhs except % of shareholding and exchange rate	Country	Mauritius	Canada	Canada	Notes : 1. Subsidiaries which are yet to commence opertaion is nil. NIRMAL BHOGILAL Chairman DIN No. 00173168 SANJIV JOSHI Managing Director DIN: 08938810 GHANSHYAM CHECHANI Chief Financial Officer POOJA SAWANT Company Secretary Place : Mumbai Dated : 26th May 2023
	% of share- hold- ing	100%	100%	100%
	Pro- posed divi- dend	-	-	-
	Proft/ (Loss) after taxation	(20.57)	209.73	6.79
	Provision for taxa- tion	-	75.81	2.12
	Proft/ (Loss) before taxation	(20.57)	285.55	8.91
	Turnover	-	5,897.79	87.34
	Invest- ments	2,623.23	-	-
	Total liabilities(- excluding share cap- ital and re- serve and surplus)	7.19	1,701.37	643.54
	Total assets	2,636.47	6,320.54	864.11
	Reserve & Surplus	(199.99)	2,749.54	220.57
	Share Capital	2,829.27	1,869.62	0.00
	Exchange rate	1 MUR = Rs.1.75	1 CAD = Rs.60.65	1 CAD = Rs.60.65
	Financial period ended	31-Mar-23	31-Mar-23	31-Mar-23
	Date Since when subsidi- ary was acquired	10-Apr-07	12-Apr-07	15-Apr-09
	Name of Sub- sidiary	Queen Project (Mauritius) Ltd.	Quickmill Inc.	760 Rye Street Inc.
	Sr.No.	1	2	3

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BATLIBOI LIMITED

Registered Office: Bharat House, 5[th] Floor, 104, B.S. Marg, Fort, Mumbai 400 001. CIN: L52320MH1941PLC003494 Tel: +91 (22) 66378200/245 Fax: +91 (22) 2267 5601 Email: [email protected] website: www.batliboi.com

Dear Member,

The Ministry of Corporate Affairs (“MCA”) vide its Circulars dated 21st April, 2011 and 29th April, 2011 has taken “Green Initiative in the Corporate Governance”, thereby allowing companies to serve various communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors’ Report, Auditors’ Report and all other documents including Postal Ballot documents) through electronic mode to its those Members who have registered their e-mail address for the purpose.

The Company appreciates the “Green Initiative” taken by MCA as this will reduce paper consumption to a great extent and allow public at large to contribute towards Greener Environment

Accordingly, henceforth, we propose to send all communications / documents, through e-mail, to those Members who have registered their e-mail address with the Company. Please note that all such communications / documents shall be available on the Company’s website www.batliboi.com for download by the Members. If the Members still wish to receive physical copies of these communications / documents, the Company undertakes to provide the same.

As a responsible citizen, we trust that you would support and co-operate in implementing this initiative by submitting your e-mail address to the Company in the interest of the environment. You are requested to please fill the details in the format provided on our website or in the box given below for the registration of the e-mail address.

To, M/s Datamatics Business Solutions Limited, Plot no. B-5, Part B, Cross Lane, MIDC, Marol, Andheri (East), Mumbai-400 093

Batliboi Limited : Registration of E-mail ID

Name : ________ Address : ________ No. of shares : ________ E- mail ID : ________ Folio No./DP ID & Client ID Nos. : _________ Place : Date : Signature

In case of any updations/changes in your e-mail address, you are requested to promptly update the same with your DP, if your holding is in demat form. Shareholders holding shares in physical form shall have to send their updations/changes to RTA, M/s Datamatics Financial Services Limited, through email to investorsqry@ datamaticsbpm.com, [email protected]

We are sure that you will appreciate the “Green Initiative” taken by your Company and hope that you will enthusiastically participate in the effort.

219

Batliboi Ltd.

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221

AI assistant

Batliboi Ltd — Annual Report 2023

60491_rns_2023-07-03_87025ea8-9cd2-45e7-b704-e25c4cf41561.pdf

Scrip Code: 522004

Subject: 79[th] AGM Notice, Annual Report 2022-2023, Book Closure and E-voting Details

For Batliboi Limited

Encl:a/a

CORPORATE INFORMATION

Batliboi Ltd.

Contents

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS :

5. Approval of Material Related Party Transactions to be entered into by the Company with Batliboi International Limited

6. To approve transactions under Section 185 of the Companies Act, 2013

NOTES:

5. CDSL e-Voting System – For e-voting and Joining Virtual meetings

Batliboi Ltd.

Batliboi Ltd.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No.3

Item No. 4 & 5

Details to be placed before Members in line with the SEBI Circular are given below:

Item No. 6

ANNEXURE TO ITEM NO.2 OF THE NOTICE

Pooja Sawant

DIRECTORS’ REPORT

Dear Members,

1. FINANCIAL RESULTS

2. REVIEW OF OPERATIONS AND OUTLOOK

3. DIVIDEND

4. TRANSFER TO RESERVE

5. SHARE CAPITAL

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

1) Quickmill Inc., Canada

CONSOLIDATED FINANCIAL STATEMENTS

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

8. INDEPENDENT DIRECTORS DECLARATION

9. BOARD EVALUATION

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

11. NOMINATION AND REMUNERATION POLICY

12. NUMBER OF MEETINGS OF THE BOARD

13. CORPORATE GOVERNANCE

14. EMPLOYEE STOCK OPTION SCHEME

15. FIXED DEPOSITS

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

17. RELATED PARTY TRANSACTIONS

18. AUDIT COMMITTEE COMPOSITION

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

20. HUMAN RESOURCE

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

23. AUDITORS

Statutory Auditors and Statutory Audit Report

Cost Auditors

Secretarial Auditors and Secretarial Audit Report

24. COMPLIANCE WITH SECRETARIAL STANDARDS

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

27. LISTING

28. SAFETY AUDIT

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

30. ANNUAL RETURN

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

32. PARTICULARS OF EMPLOYEES

33. INTERNAL FINANCIAL CONTROL

34. RISK MANAGEMENT

35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

36. OTHER DISCLOSURES

36. DIRECTORS’ RESPONSIBILITY STATEMENT

37. CAUTIONARY STATEMENT

38. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

ANNEXURE ‘A’ TO THE DIRECTORS REPORT

Details of ESOP (Batliboi Stock option Plan though Direct Allotment Route)

Batliboi Ltd Annual Report 2023