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GHCL Ltd. Interim / Quarterly Report 2023

Jan 31, 2023

61607_rns_2023-01-31_75136e89-6b64-4b87-a97e-18cd7f70fe10.pdf

Interim / Quarterly Report

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January 31, 2023 माघ – शुक्लप� – दशमी,

२०७९ �वक्रम सम्वत

National Stock Exchange of India Limited NSE Code: GHCL

BSE Limited BSE Code: 500171

Dear Sir / Madam,

Sub: Outcome of the 201[st] Board Meeting of the Company

Pursuant to the requirement of Regulation 30 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, it is hereby informed that the Board of Directors in their just concluded meeting has inter alia approved the following:

  1. Reviewed un-audited standalone and consolidated financial results of the Company for the quarter / period ended December 31, 2022, which is in compliance with Indian Accounting Standard (IndAS). Copy of the said quarterly financial results along with the Limited Review Report issued by the auditors are enclosed herewith and collectively marked as Annexure 1 .

  2. Based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, the re-appointment of Mr. Raman Chopra, CFO & Executive Director (Finance) for a period of 5 years w.e.f. April 1, 2023. A brief profile and other necessary details related to the re-appointment of Mr. Raman Chopra are enclosed as Annexure - 2 .

  3. Captive power supply arrangement of 5 MW from Arkay Energy (Rameswaram) Private Limited (a gas-based electricity producer), to ensure round the clock uninterrupted power requirement for the Yarn division of the Company and approval of necessary investment therein as per the captive scheme norms.

Please note that the board meeting commenced at 11.30 a.m. and concluded at 2.15 p.m.

Please note that copy of this communication shall also be available on the website of the company (www.ghcl.co.in), BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). You are requested to kindly take note of the same and disseminate the information on your website.

Thanking you

Yours faithfully

For GHCL Limited

Bhuwneshw Digitally signed by Bhuwneshwar ar Prasad Prasad Mishra Mishra Date: 2023.01.31 14:16:36 +05'30'

Bhuwneshwar Mishra Sr. GM - Sustainability & Company Secretary (Membership No.: FCS 5330)

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2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India

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Tel: +91 124 681 6000

Independent Auditor’s Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors GHCL Limited

  1. We have reviewed the accompanying statement of unaudited standalone financial results of GHCL Limited (the “Company”) for the quarter ended December 31, 2022 and year to date from April 01, 2022 to December 31, 2022 (the “Statement”) attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

  2. The Company’s Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company’s Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

  4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & Co. LLP

Chartered Accountants ICAI Firm registration number: 301003E/E300005

Digitally signed by SANJAY VIJ SANJAY DN: cn=SANJAY VIJ, c=IN, o=Personal, [email protected] Date: 2023.01.31 13:29:13 VIJ +05'30'

_____ per Sanjay Vij Partner Membership No.: 095169 UDIN: 23095169BGXZWR3081 Place: Gurugram Date: January 31, 2023

GHCL Limited (CIN : L24100GJ1983PLC006513)

Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat

( Email: [email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)

GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
Stateme nt of unaudited Standalone Financial Results for the Quarter and Nine Months ended December 31, 2022 Rs. In Crore
S. No. Particulars Quarter Ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Audited
1 Income from continuing operations
(a)Revenue from Operations 1,281.72 1,381.09 1,004.76 4,028.02 2,505.09 3,778.36
(b)Other Income 7.76 8.33 1.60 22.05 5.28 10.81
Total Income 1,289.48 1,389.42 1,006.36 4,050.07 2,510.37 3,789.17
2 Expenses from continuing operations:
a)Cost of material consumed 521.45 539.37 392.19 1,572.74 1,032.35 1,489.12
b)Purchase of stock-in-trade 39.30 106.84 72.91 264.00 138.31 236.28
c) Changes in inventories of finished goods, work-in-progress and
stock-in-trade
(5.06) (59.90) (5.10) (103.15) (32.53) (38.47)
d)Power,fuel and water expense 222.72 235.95 173.37 688.01 432.64 621.34
e)Employee benefits expense 48.93 44.42 34.93 136.47 103.70 152.94
f)Depreciation and amortisation expense 31.76 31.81 29.74 93.62 87.54 116.78
g)Finance Cost 11.18 10.75 14.95 33.77 45.36 63.57
h)Other expenses 86.45 80.38 87.05 245.14 254.64 335.67
Total Expenses 956.73 989.62 800.04 2,930.60 2,062.01 2,977.23
3 Profit before tax and Exceptional Items from
continuing operations(1-2)
332.75 399.80 206.32 1,119.47 448.36 811.94
4 Exceptional Items(gain)/loss(Refer Note no 2 & 3) - 8.77 - (43.70) 24.97
5 Profit before tax from continuing operations(3-4) 332.75 391.03 206.32 1,163.17 448.36 786.97
6 Tax expenses from continuingoperations
(a)Current tax 84.75 99.22 53.70 279.67 113.89 204.10
(b)Tax adjustment for earlieryears (0.62) - - (0.62) - (0.03)
(c)Deferred tax 1.03 2.98 (0.29) 8.83 4.18 8.43
Total tax expenses 85.16 102.20 53.41 287.88 118.07 212.50
7 Net Profit from continuing operations(5-6) 247.59 288.83 152.91 875.29 330.29 574.47
8 Profit from discontinued operations - - 13.79 8.41 59.53 81.46
9 Tax Expense of discontinued operations - - (3.45) (1.92) (15.68) (21.99)
10 Profit from discontinued operations after tax(8+9) - - 10.34 6.49 43.85 59.47
11 Profit for theperiod(7+10) 247.59 288.83 163.25 881.78 374.14 633.94
12 Other Comprehensive Income net of tax- not to be reclassified
subsequentlytoprofit & loss
1.51 0.67 (1.56) 0.74 2.02 1.65
13 Total Comprehensive Income comprising profit after tax and
other Comprehensive income (11+12)
249.10 289.50 161.69 882.52 376.16 635.59
14 Other Equityasper the audited balance sheet 2,994.90
15 Paid UpEquityShare Capital(face value of Rs.10/- each) 95.59 95.59 95.35 95.59 95.35 95.35
16 Earningsper Share(face value of Rs.10/- each) (Not Annualised) (Not Annualised)
(a)Basic-continuingoperations 25.92 30.24 16.05 91.62 34.68 60.31
(b)Diluted-continuingoperations 25.93 30.19 16.02 91.67 34.59 60.13
(C)Basic-discontinued operations - - 1.09 0.68 4.61 6.24
(d)Diluted-discontinued operations - - 1.08 0.68 4.59 6.22
(e)Basic-continuing& discontinued operations 25.92 30.24 17.14 92.30 39.29 66.55
(f)Diluted-continuing& discontinued operations 25.93 30.19 17.10 92.35 39.18 66.35

GHCL Limited (CIN : L24100GG1983PLC006513)

Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat

( Email: [email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)

GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
GHCL Limited (CIN : L24100GG1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat
( Email:[email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)
Statement of Standalone Segment Information for the Quarter and Nine Months ended December 31, 2022 Rs. In Crore
S. No. Particulars Quarter Ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Audited
1 Segment Revenue from continuing operations
1.a Inorganic Chemicals 1,051.12 1,123.45 764.74 3,266.14 1,861.34 2,857.87
1.b Textiles 230.60 257.64 240.02 761.88 643.75 920.49
1.c Un-allocated - - - - - -
Total Revenue* 1,281.72 1,381.09 1,004.76 4,028.02 2,505.09 3,778.36
2 Segment Results from continuing operations
OperatingProfit before Finance cost & Tax
2.a Inorganic Chemicals 366.24 400.41 167.07 1,119.99 355.66 693.66
2.b Textiles (6.19) 20.71 61.08 71.01 159.13 225.03
2.c Un-allocated - - - - - -
Total Segment Results 360.05 421.12 228.15 1,191.00 514.79 918.69
2.d Finance Cost 11.18 10.75 14.95 33.77 45.36 63.57
2.e Un-allocated Expenditure 16.12 10.57 6.88 37.76 21.07 43.18
Profit Before Tax and Exceptional Items 332.75 399.80 206.32 1,119.47 448.36 811.94
Exceptional Items(gain)/loss(Refer Note no 2 & 3) - 8.77 - (43.70) - 24.97
Profit Before Tax from continuing operations 332.75 391.03 206.32 1,163.17 448.36 786.97
3 Segment Assets from continuing operations
3.a Inorganic Chemicals 3,191.36 3,093.72 2,609.87 3,191.36 2,609.87 2,973.16
3.b Textiles 1,474.44 1,467.24 1,030.01 1,474.44 1,030.01 1,338.46
3.c Un-allocated 390.60 231.68 81.85 390.60 81.85 107.02
Total Segment Assets 5,056.40 4,792.64 3,721.73 5,056.40 3,721.73 4,418.64
4 Segment Liabilities from continuing operations
4.a Inorganic Chemicals 754.30 721.28 909.65 754.30 909.65 1,212.56
4.b Textiles 161.66 151.14 221.28 161.66 221.28 294.72
4.c Un-allocated 297.97 330.74 276.95 297.97 276.95 311.27
Total Segment Liabilities 1,213.93 1,203.16 1,407.88 1,213.93 1,407.88 1,818.55
* Sale of Yarn to Home Textile undertaking at Vapi unit in normal course of business has been considered by the Company as part of its revenue from continued operations.
Note : The segment information stated above does not include the followinginformation relatingto discontinued operations
S. No. Particulars Quarter Ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Audited
1 Segment Revenue ** - - 170.38 59.19 556.33 797.58
2 Segment Results - - 13.79 8.41 59.53 81.46
3 Segment Assets - - 630.60 - 630.60 572.65
4 Segment Liabilities - - 113.63 - 113.63 82.49

** For the purpose of disclosure, segment revenue of discontinued operations has been considered on a stand-alone basis without considering the reversal of inter-unit transfers to the division.

Notes to the Statement of Unaudited Standalone Financial Results for the Quarter and Nine Months ended December 31, 2022

1.The above unaudited Standalone financial results for the quarter and nine months period ended December 31, 2022 of GHCL Limited (the "Company") were reviewed by the Audit Committee and subsequently approved by the Board of Directors at their respective meetings held on January 31, 2023. The results have been subjected to a limited review by the Statutory Auditors of the Company pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations"), who have issued an unmodified conclusion on the same.

2. Discontinued operations

Pursuant to the Business Transfer Agreement dated December 06, 2021 and Amendment to Business Transfer Agreement dated March 30, 2022 with Indo Count Industries Limited (ICIL), the Company on April 02, 2022 had transferred its Home textile Business (comprising of weaving, processing, cutting and sewing of home textiles products, hereinafter referred as “HT Business”) as a going concern on a slump sale basis during the quarter ended June 30, 2022 after satisfaction of conditions precedent as stipulated in these agreements at a consideration of Rs. 562.34 crores. Out of the same, the Company had received Rs. 551.34 crores from the said consideration till June 30, 2022 and balance amount of Rs. 11 crores was received during the quarter ended September 30, 2022. In addition, Grace Home Fashions LLP (‘GHF’), a wholly owned subsidiary of the Company also transferred its identified assets to (i.e., inventory and intellectual property) to Indo Count Global Inc., USA (US subsidiary of ICIL) on April 02, 2022 at a consideration of Rs. 31.77 crores pursuant to fulfilment of conditions precedent as per the Asset Transfer Agreement (ATA) dated December 06, 2021 and Amendment agreement (‘AATA’) dated March 30, 2022 for transfer of its identified assets. The GHF has received the entire consideration from the Indo Count Global Inc., USA.

Consequent to the above, resultant profit of Rs. 52.47 crores (net of current and deferred tax impact of Rs. 15.79 crores) on such sale of the HT Business had been recognised under Exceptional Items during the quarter ended June 30,2022. The Company's current tax obligation arising from such sale had been booked in quarter ended June 30, 2022 in accordance with the provision of the Income Tax Act, 1961.Further, during the quarter ended September 30, 2022, GHF decided to close its business operations and had accordingly re-estimated its dues & obligations including amount payable on termination of its leasehold premises, expected realisation on inventory and balance recoverable from customer etc. In light of loss incurred by GHF towards above reestimation the Company had reassessed its balance recoverable from GHF and accordingly has recorded an exceptional loss of Rs. 8.77 crores (net of tax Rs. 2.95 crores) during the quarter ended September 30, 2022.

Further, in the unaudited standalone financial results, the net results of HT business has been disclosed separately as discontinued operation as required by Indian Accounting Standard (Ind AS) 105 Asset Held for Sale and Discontinued Operations and Schedule Ill to the Companies Act, 2013. Consequently, the Company's Statement of Profit and Loss for the period ended December 31, 2022 pertains to its continuing operations only and for that purpose the results for the quarter and nine months period ended December 31, 2021 have been restated accordingly.

The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations The following information relating to discontinued operations
S. No. Particulars Quarter Ended Nine Months Ended Year Ended
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
1 Revenue from Operations - - 170.38 59.19 556.33 797.58
2 Other Income - - - 0.27 - 30.77
3 Total Expenses - - 156.59 51.05 496.80 746.89
4 Profit before tax(1+2-3) - - 13.79 8.41 59.53 81.46
5 Tax expenses - - (3.45) (1.92) (15.68) (21.99)
6 Net Profit after tax(4+5) - - 10.34 6.49 43.85 59.47
  1. Exceptional loss of Rs. 24.97 crores disclosed in the year ended March 31, 2022 pertains to provision for diminution in the value of investment made in a wholly owned subsidiary in view of its negative net-worth & projected business plan.

  2. The 2nd motion petition w.r.t the Scheme of demerger of the Spinning division of the Company was heard by the Hon’ble NCLT on December 20, 2022. The order is kept reserved and is yet to be pronounced by NCLT.

  3. The Board of Directors in its meeting held on October 31, 2022, approved acquisition of a specified Business Undertaking of Ajmera Cement Private Limited (ACPL) under slump sale route, which amongst others would include four mining lease rights of limestone situated at Junagarh, Gujarat for a consideration of Rs. 27 crores. The management is in the process of obtaining certain prerequisite clearances for the said transaction.

  4. During the current quarter, 10,000 stock options lapsed under the employee stock option scheme i.e. GHCL ESOS 2015.

  5. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company is in the process of assessing the impact of the code and will record the same, if any, in the period the Code becomes effective.

  6. Previous year/ quarters figures are regrouped and rearranged wherever necessary.

  7. In line with the requirements of Regulation 47(2) of the Listing Regulations, 2015, the results are available on the website of BSE Limited (URL: www.bseindia.com/corporates), the National Stock Exchange of India Limited (URL: www.nseindia.com/corporates) and on the company’s website (URL: http://ghcl.co.in/investors/performances-reports/).

For and on behalf of Board of Directors of GHCL Limited

New Delhi January 31, 2023

Digitally signed by R S JALAN DN: c=IN, st=Delhi, R S 2.5.4.20=1013736ac6af47bf51cef96e5e4d9d3f624ce4dfbfff4126970740e801a1931f, postalCode=110019, street=330MANDAKINIENCLAVE ALAKNANDA, RAMAN serialNumber=bb4888ef160a73026e1bbb2f2d4efec eadf7f8a7e5f44876c3bde7d1e0b0d193, o=Personal, cn=R S JALAN, JALAN pseudonym=48d3304a2a4a9db5e67ff82d95debe9d Date: 2023.01.31 12:56:52 +05'30' CHOPRA

Digitally signed by RAMAN CHOPRA DN: c=IN, st=Delhi, 2.5.4.20=46daa4d35ddeab5109e7f955ee46bffc8c864 448006e00ee3b40ca5bcf8417c1, postalCode=110015, street=West Delhi, pseudonym=22607c3393cada96d9d8640a58a3eaaa, serialNumber=db46018f54e1a509b7355df2b6020118 2f57690b73396d37337459b3833aa577, o=Personal, cn=RAMAN CHOPRA Date: 2023.01.31 12:59:00 +05'30'

R. S. Jalan Managing Director

Raman Chopra CFO & Executive Director (Finance)

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India

==> picture [161 x 15] intentionally omitted <==

Tel: +91 124 681 6000

Independent Auditor’s Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors GHCL Limited

  1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of GHCL Limited (the “Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), for the quarter ended December 31, 2022 and year to date from April 01, 2022 to December 31, 2022 (the “Statement”) attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

  2. The Holding Company’s Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company’s Board of Directors . Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

  1. The Statement includes the results of the following entities: a) GHCL Limited (Holding Company)

  2. b) GHCL Textiles Limited (Subsidiary)

  3. c) Grace Home Fashions LLC (Subsidiary)

  4. d) Dan River Properties LLC (Subsidiary)

  5. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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  1. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of three subsidiaries whose interim financial results and other financial information reflect total revenues of Rs. 0.45 Crores, and Rs. 16.77 Crores, total net profit/(loss) after tax of Rs. 2.99 Crores and Rs. 4.04 Crores, total comprehensive income/(loss) of Rs. (0.16) Crores and Rs. (1.08) Crores, for the quarter ended December 31, 2022 and the period ended on that date respectively.

The unaudited interim financial results and other unaudited financial information of these subsidiaries have not been reviewed by any auditor(s) and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 6 above is not modified with respect to our reliance on the financial results/financial information certified by the Management.

For S.R. BATLIBOI & Co. LLP

Chartered Accountants ICAI Firm registration number: 301003E/E300005

SANJAY Digitally signed by SANJAY VIJDN: cn=SANJAY VIJ, c=IN, o=Personal, _____ VIJ [email protected]: 2023.01.31 13:29:55 +05'30' per Sanjay Vij Partner Membership No.: 095169 UDIN: 23095169BGXZWS5042 Place : Gurugram Date : January 31, 2023

GHCL Limited (CIN : L24100GG1983PLC006513)

Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat

( Email: [email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)

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Statement of unaudited Consolidated Financial Results for the Quarter and Nine Months ended December 31, 2022 (Rs. in Crore)
Quarter Ended Nine Months Ended Year Ended
S. No. Particulars 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Unaudited Unaudited Audited
1 Income from continuing operations
(a) Revenue from Operations 1,281.72 1,381.09 1,004.76 4,028.02 2,505.09 3,778.36
(b) Other Income 7.87 8.44 1.97 22.42 6.28 12.14
Total Income 1,289.59 1,389.53 1,006.73 4,050.44 2,511.37 3,790.50
2 Expenses from continuing operations:
a) Cost of material consumed 521.45 539.37 392.19 1,572.74 1,032.35 1,489.12
b) Purchase of stock-in-trade 39.30 106.84 72.91 264.00 138.31 236.28
c) Changes in inventories of finished goods, work-in-progress and
stock-in-trade (5.06) (59.90) (5.10) (103.15) (32.53) (38.47)
d) Power, fuel and water expense 222.72 235.95 173.37 688.01 432.64 621.34
e) Employee benefits expense 48.95 44.62 35.09 136.82 103.86 153.23
f) Depreciation and amortisation expense 31.76 31.81 29.74 93.62 87.54 116.78
g) Finance Cost 11.18 10.75 14.95 33.77 45.36 63.57
h) Other expenses 86.45 80.38 87.20 245.14 254.79 337.85
956.75 989.82 800.35 2,930.95 2,062.32 2,979.70
Profit before tax and Exceptional Items from
3 continuing operations (1-2) 332.84 399.71 206.38 1,119.49 449.05 810.80
4 Exceptional Items ( Refer Note no 2 ) - - - (64.05) - -
5 Profit before tax from continuing operations (3-4) 332.84 399.71 206.38 1,183.54 449.05 810.80
6 Tax expenses
(a) Current tax 84.75 96.27 53.70 276.72 113.89 204.10
(b) Tax adjustment for earlier years (0.62) - - (0.62) - (0.03)
(c) Deferred tax 1.03 2.98 (0.29) 8.83 4.18 8.43
Total tax expenses 85.16 99.25 53.41 284.93 118.07 212.50
7 Net Profit from continuing operations (5-6) 247.68 300.46 152.97 898.61 330.98 598.30
8 Profit/(Loss) from discontinued operations 2.88 (7.90) 13.37 1.69 60.15 70.37
9 Tax Expense of discontinued operations - - (3.46) (1.93) (15.70) (21.97)
10 Profit/(Loass) from discontinued operations after tax(8+9) 2.88 (7.90) 9.91 (0.24) 44.45 48.40
11 Profit for the period (7+10) 250.56 292.56 162.88 898.37 375.43 646.70
Other Comprehensive Income
Other Comprehensive Income net of tax- not to be reclassified
12 subsequently to profit & loss 1.35 0.32 (1.58) 0.01 1.66 1.79
13 Total Comprehensive Income comprising profit after tax and other 251.91 292.88 161.30 898.38 377.09 648.49
Comprehensive income (11+12)
14 Profit from continuing operations (7) attributable to :
Owners of the Company 247.68 300.46 152.97 898.61 330.98 598.30
Non-controlling interest - - - - - -
15 Profit/(Loss) from discontinued operations (10) attributable to :
Owners of the Company 2.88 (7.90) 9.91 (0.24) 44.45 48.40
Non-controlling interest - - - - - -
16 Profit for the period (11) attributable to :
Owners of the Company 250.56 292.56 162.88 898.37 375.43 646.70
Non-controlling interest - - - - - -
17 Total comprehensive Income (13) attributable to :
Owners of the Company 251.91 292.88 161.30 898.38 377.09 648.49
Non controlling interest - - - - - -
18 Other Equity as per the audited balance sheet 2,990.22
19 Paid Up Equity Share Capital (face value of Rs.10/- each) 95.59 95.59 95.35 95.59 95.35 95.35
20 Earnings per Share (face value of Rs.10/- each) (Not Annualised)
(a) Basic-continuing operations 25.93 31.46 16.07 94.06 34.76 62.81
(b) Diluted-continuing operations 25.94 31.41 16.02 94.11 34.66 62.61
(C ) Basic-discontinued operations 0.30 (0.83) 1.04 (0.03) 4.67 5.08
(d) Diluted-discontinued operations 0.30 (0.83) 1.04 (0.03) 4.66 5.07
(e) Basic-continuing & discontinued operations 26.23 30.63 17.11 94.04 39.43 67.89
(f) Diluted-continuing & discontinued operations 26.24 30.58 17.06 94.09 39.32 67.68
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GHCL Limited (CIN : L24100GG1983PLC006513)

Registered Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad - 380 009, Gujarat

( Email: [email protected], [email protected], Website: www.ghcl.co.in, Phone: 079- 26434100, Fax: 079-26423623)

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Statement of Consolidated Segment Information for the Quarter and Six Months ended December 31, 2022 (Rs. in Crore)
Quarter Ended Nine Months Ended Year Ended
S. No. Particulars 31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Unaudited Unaudited Audited
1 Segment Revenue from continuing operations
1.a Inorganic Chemicals 1,051.12 1,123.45 764.73 3,266.14 1,861.34 2,857.87
1.b Textiles 230.60 257.64 240.03 761.88 643.75 920.49
1.c Un-allocated - - - - - -
Total Revenue 1,281.72 1,381.09 1,004.76 4,028.02 2,505.09 3,778.36
2 Segment Results from continuing operations
Operating Profit before Finance cost & Tax
2.a Inorganic Chemicals 366.24 400.41 167.07 1,119.99 355.66 693.66
71.01
2.b Textiles (6.20) 20.71 61.08 159.13 225.03
2.c Un-allocated 0.10 (0.10) 0.05 0.02 0.68 (1.14)
Total Segment Results 360.14 421.02 228.20 1,191.02 515.47 917.55
2.d Finance Cost 11.18 10.75 14.95 33.77 45.36 63.57
2.e Un-allocated Expenditure 16.12 10.56 6.87 37.76 21.06 43.18
Profit Before Tax and Exceptional Items 332.84 399.71 206.38 1,119.49 449.05 810.80
Exceptional Items ( Refer Note no. 2) - - - (64.05) - -
Profit Before Tax from continuing operations 332.84 399.71 206.38 1,183.54 449.05 810.80
3 Segment Assets from continuing operations
3.a Inorganic Chemicals 3,191.36 3,093.72 2,609.87 3,191.36 2,609.87 2,973.16
3.b Textiles 1,475.20 1,475.78 1,028.51 1,475.20 1,028.51 1,315.37
3.c Un-allocated 399.77 240.60 66.11 399.77 66.11 115.41
Total Segment Assets 5,066.33 4,810.10 3,704.49 5,066.33 3,704.49 4,403.94
4 Segment Liabilities from continuing operations -
4.a Inorganic Chemicals 754.30 721.28 909.65 754.30 909.65 1,212.56
4.b Textiles 161.89 160.29 221.28 161.89 221.28 303.48
4.c Un-allocated 297.97 330.74 276.95 297.97 276.95 311.27
Total Segment Liabilities 1,214.16 1,212.31 1,407.88 1,214.16 1,407.88 1,827.31
Sale of Yarn to Home Textile undertaking at Vapi unit in normal course of business has been considered by the Company as part of its revenue from continued operations.
Note : The segment information stated above does not include the following information relating to discontinued operations
Quarter Ended Nine Months Ended Year Ended
S. No. Particulars
31.12.2022 30.09.2022 31.12.2021 31.12.2022 31.12.2021 31.03.2022
Unaudited Unaudited Unaudited Unaudited Audited
1 Segment Revenue ** 0.45 0.23 181.18 60.40 575.87 819.73
2 Segment Results 2.88 (7.90) 13.37 1.69 60.15 70.37
3 Segment Assets - - 639.29 - 639.29 591.43
4 Segment Liabilities - - 121.76 - 121.76 82.49
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** For the purpose of disclosure, segment revenue of discontinued operations has been considered on a stand-alone basis without considering the reversal of inter-unit transfers to the division.

Notes to the Statement of Unaudited Consolidated Financial Results for the for the Quarter and Nine Months ended December 31, 2022

  1. The above unaudited Consolidated financial results for the quarter and nine months period ended December 31, 2022 of GHCL Limited (the " Holding Company” & its subsidiaries together referred to as “Group”) were reviewed by the Audit Committee and subsequently approved by the Board of Directors at their respective meetings held on January 31, 2023. The results have been subjected to a limited review by the Statutory Auditors of the Holding Company pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations"), who have issued an unmodified conclusion on the same.

  2. Discontinuing operations

Pursuant to the Business Transfer Agreement dated December 06, 2021 and Amendment to Business Transfer Agreement dated March 30, 2022 with Indo Count Industries Limited (ICIL), the Holding Company on April 2, 2022 had transferred its Home textile Business (comprising of weaving, processing, cutting and sewing of home textiles products) as a going concern on a slump sale basis during the quarter ended June 30, 2022 after satisfaction of conditions precedent as stipulated in these agreements at a consideration of Rs. 562.34 crores. Out of the same, the Holding Company had received Rs. 551.34 crores from the said consideration till June 30, 2022 and balance Rs. 11 crores was received during the quarter ended September 30, 2022. In addition, Grace Home Fashions LLP (‘GHF’), a wholly owned subsidiary of the Holding Company also transferred its identified assets to (i.e., inventory and intellectual property) to Indo Count Global Inc., USA (US subsidiary of ICIL) on April 2, 2022 at a consideration of Rs. 31.77 crores pursuant to fulfilment of conditions precedent as per the Asset Transfer Agreement (ATA) dated December 6, 2021 and Amendment agreement (‘AATA’) dated March 30, 2022 for transfer of its identified assets. The GHF has received the entire consideration from the Indo Count Global Inc., USA.

Consequent to the above, resultant profit of Rs. 64.05 crores (net of current and deferred tax impact of Rs. 15.79 crores) on such sale of the HT Business had been recognised under Exceptional Items during the quarter ended June 30, 2022. The Group's current tax obligation arising from such sale had been booked in quarter ended June 30, 2022 in accordance with the provision of the Income Tax Act, 1961.

Further, in the unaudited consolidated financial results, the net results of HT business has been disclosed separately as discontinued operation as required by Indian Accounting Standard (Ind AS) 105 Asset Held for Sale and Discontinued Operations and Schedule Ill to the Companies Act, 2013. Consequently, the Group's Statement of Profit and Loss for the period ended December 31, 2022 pertains to its continuing operations only and for that purpose the results for the quarter and nine months period ended December 31, 2021 have been to be restated accordingly. The following information relating to discontinued operations

Particulars
1
Revenue from Operations
2
Other Income
3
Total Expenses
4
Profit before tax (1+2-3)
5
Tax expenses
6
Net Profit after tax (4+5)
S. No.
31.12.2022
30.09.2022
31.12.2021
31.12.2022
31.12.2021
31.03.2022
0.45
0.23
181.18
60.40
575.87
819.73
-
-
-
0.27
-
30.77
(2.43)
8.13
167.81
58.98
515.72
780.13
2.88
(7.90)
13.37
1.69
60.15
70.37
-
-
(3.46)
(1.93)
(15.70)
(21.97)
2.88
(7.90)
9.91
(0.24)
44.45
48.40
Quarter Ended
Nine Months Ended
Year Ended
  1. The 2nd motion petition w.r.t the Scheme of demerger of the Spinning division of the Holding Company was heard by the Hon’ble NCLT on December 20, 2022. The order is kept reserved and is yet to be pronounced by NCLT.

  2. The Board of Directors of the Holding Company in its meeting held on October 31, 2022, approved the acquisition of the specified Business Undertaking from Ajmera Cement Private Limited (ACPL) under the slump sale route, which amongst others would include four mining lease rights of limestone situated at Junagarh, Gujarat for a consideration of Rs. 27 Crores.The management of the holding company is in the process of obtaining certain prerequisite clearances for the said transaction.

  3. During the current quarter, 10,000 stock options lapsed under the employee stock option scheme i.e. GHCL ESOS 2015.

  4. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Holding Company and its subsidaries are in the process of assessing the impact of the code and will record the same, if any, in the period the Code becomes effective.

  5. The consolidated financial results include the financial results of the Holding Company and its three subsidiaries "Grace Home Fashions LLC", "Dan River Properties LLC" and "GHCL Textiles Limited".

  6. Previous year/ quarters figures are regrouped and rearranged wherever necessary.

  7. In line with the requirements of Regulation 47(2) of the Listing Regulations, 2015, the results are available on the website of BSE Limited (URL: www.bseindia.com/corporates), the National Stock Exchange of India Limited (URL: www.nseindia.com/corporates) and on the company’s website (URL: http://ghcl.co.in/investors/performances-reports/).

For and on behalf of Board of Directors of GHCL Limited

New Delhi January 31, 2023

R S JALAN Digitally signed by R S JALAN DN: c=IN, st=Delhi, 2.5.4.20=1013736ac6af47bf51cef96e5e4d9d3f624ce4dfbfff4126970740e801a1931f, postalCode=110019, street=330MANDAKINIENCLAVE ALAKNANDA, serialNumber=bb4888ef160a73026e1bbb2f2d4efeceadf7f8a7e5f44876c3bde7d1e0b0d193, o=Personal, cn=R S JALAN, pseudonym=48d3304a2a4a9db5e67ff82d95debe9d Date: 2023.01.31 12:58:25 +05'30' RAMAN CHOPRA Digitally signed by RAMAN CHOPRA DN: c=IN, st=Delhi, 2.5.4.20=46daa4d35ddeab5109e7f955ee46bffc8c864448006e00ee3b40ca5bcf8417c1, postalCode=110015, street=West Delhi, pseudonym=22607c3393cada96d9d8640a58a3eaaa, serialNumber=db46018f54e1a509b7355df2b60201182f57690b73396d37337459b3833aa577, o=Personal, cn=RAMAN CHOPRA Date: 2023.01.31 12:59:33 +05'30' R. S. Jalan Raman Chopra Managing Director CFO & Executive Director (Finance)

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Annexure - 2

DISCLOSURE UNDER REGULATION 30 OF THE LISTING REGULATIONS

Briefprofile and other necessary details of Mr. Raman Chopra Briefprofile and other necessary details of Mr. Raman Chopra
1 Reason for
change
Re-appointed as CFO & Executive Director (Finance) of the Company
2. Date of
Appointment
&
terms of
appointment
Based on the recommendation of the Nomination and Remuneration
Committee and subject to the approval of the members in the ensuing Annual
General Meeting, the Board of Directors of the Company in their meeting held
on January 31, 2023, re-appointed Mr. Raman Chopra, as CFO & Executive
Director (Finance) of the Company for a period of 5 years effective from April
1, 2023. The total remuneration payable to Mr. Raman Chopra has been
placed before the Audit & Compliance Committee and the same has been
approved.
The present fixed remuneration of Mr. Raman Chopra is approx. Rs. 1.78
Crores in addition to the annual commission as decided by the Board /
Nomination & Remuneration Committee from time to time.
The annual increment will be effective from 1stApril each year, as may be
decided by the Board of Directors on the recommendation of the Nomination &
Remuneration Committee of the Company based on the merit and
performance of Mr. Chopra and also after taking into account the Company’s
performance as a whole. However, the annual increment in the CTC of Mr.
Raman Chopra shall not exceed 15% of the total fixed remuneration of the
immediately preceding financial year.
3. Brief Profile Mr. Raman Chopra (D.O.B.: November 25, 1965) is CFO & Executive Director
(Finance) of the Company. Mr. Chopra has a long and illustrious association
with GHCL Limited, spanning a period of 17 years. He joined GHCL in 2003 as
Sr. Vice President, Home Textiles Division and played a very vital role in
successfully establishing GHCL’s Home Textile plant at Vapi. He was
subsequently named the CFO in November 2007 and a member of the Board
of Directors of the company in April 2008. Since then, he has successfully
steered GHCL’s finances, strategy and culture to ensure that it is a “Great
Place to Work” for 6 years in a row.
With a sharp financial acumen and unparalleled negotiation skills, Mr Chopra
is passionate about integrating latest technological advancements to improve
business processes. He has an in-depth knowledge and experience of
Corporate Finance, Governance and Sustainability. He is a member CSR
Committee, Stakeholders Relationship Committee, Banking & Operations
Committee, Risk Management Committee and is responsible for the various
growth initiatives of the Company.
4. Disclosure of
relationship
between
directors
Mr. Raman Chopra is not related to any other director or key managerial
personnel of the Company.

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