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GMM Pfaudler Ltd. Board/Management Information 2021

Oct 28, 2021

61612_rns_2021-10-28_713da2d7-110e-422c-a014-9afe74cb7443.pdf

Board/Management Information

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GMM/SEC/2021-22/41 October 28, 2021

Mumbai— 400 001 Mumbai— 400 051 Scrip Code: 505255 Symbol: GMMPFAUDLR

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, 1st Floor, Dalal Street, Bandra Kurla Complex, Bandra (E) Sub.:

Outcome of the Board Meeting held on October 28, 2021

Dear Sir/ Madam,

Pursuant to Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("SEBI Listing Regulations"), this is to inform you that the Board of Directors of GMM Pfaudler Limited ("the Company") at their meeting held on October 28, 2021, commenced at 4:45 p.m. and concluded at 6.40p.m. have inter alia:

    1. Financial Results: Approved the Unaudited Standalone and Consolidated Financial Results along with the Limited Review Report issued by the Statutory Auditors of the Company, for the 2n guarter and half year ended September 30, 2021 (copies of which are enclosed for your records)
    1. Interim Dividend: Approved payment of 2"d interim dividend at * 1/- per share of 14,617,500 Eauity Shares of face value of X 2 each (Eguity Share), aggregating to * 14,617,500 for the year 2021-22.
    1. Record Date: Fixed November 11, 2021 as the record date for the payment of 2n! interim dividend of * 1/- per Eduity Share, on or before November 25, 2021.
    1. Appointment of Chief Executive Officer ("CEO"): Approved appointment of Mr. Aseem Joshi as the CEO and Key Managerial Personnel of the Company as per Regulation 2(1)(e) and 2(1)(o) of SEBI Listing Regulations with effect from November 8, 2021. Details related to his appointment are provided in Annexure l.
    1. ESOP Scheme: Approved "GMM Pfaudler Employee Stock Option Plan 2021/ ("ESOP 2021"), subject to the approval of the members of the Company as reguired under Regulation 6 of the SEBI (Share Based Employee Benefits) Regulations, 2021 and Section 62(1)(b) of the Companies Act, 2013. Details related to the ESOP 2021 are provided in Annexure II.
    1. Articles of Association ("AOA") & Shareholders' Agreement ("SHA"): Approved amendment to Article 155.1.(e) of AOA, subject to approval of the members of the Company thereby enabling the Company to appoint additional Independent Directors, as may be reguired from time to time. Extract of the said Article along with the highlighted change is as follows:

GMM Pfaudler Limited

Corporate Office : 902, Lodha Excelus, Commercial Tower 1, New Cuffe Parade, Sewri - Chembur Road, Mumbai-#00022. * 0: 91 22 6650 3900 | Registered Office : Vithal Udyognagar, Anand - Sojitra Road, Karamsad - 388 325 es O: 91 2692 661700 es F: £91 2692 661888 e CIN': L291996J1962PLCOO1171

"In addition to the abovementioned Directors appointed or nominated by the Promoters, the Company will have at least 4 (four) other Directors, who shall be independent directors elected and appointed at a general meeting of the shareholders and not liable to retire by rotation, as may be reguired to comply with any Applicable Law."

Conseguent amendments to the SHA dated October 28, 2020, executed between the Company and the Promoters (Pfaudler Inc. and Patel Group), have also been approved by the Board at this meeting.

  1. Notice of Postal Ballot: Approved notice of the Postal Ballot for obtaining approval of the Shareholders for the ESOP 2021 and Amendment in the Articles of Association of the Company. Notice and other information/ document(s) with respect to Postal Ballot will be submitted in due course.

Kindly take the same on record and disseminate the information.

Thanking you.

Yours faithfully,

For GMM Pfaudler Limited

Tarak Patel Managing Director DIN : 00166183

Encl.: As above

ANNEXURE I

Details of appointment of Mr. Aseem Joshi as the Chief Executive Officer ("CEO") & Key Managerial Personnel of the Company:

GMMPTfaudler
Defining the standard
@
ANNEXURE I
Details of appointment of Mr.
Personnel of the Company:
Aseem Joshi
& Key Managerial
Chief Executive Officer ("CEO")
as the
Sr. No. Particulars Information
di Reasons
for
appointment
With significant changes in the size, scale and complexity of the Company's
business over the last year and in line with its succession planning, Mr. Aseem
Joshi has been appointed as CEO of the India business. Mr. Joshi, a proven
leader, will be a welcome addition to the senior management team and will
report to the Managing Director of the Company.
Terms
Date
&
of
Mr. Joshi has been appointed as CEO with effect from November 8, 2021. His
appointment Remuneration
remuneration
governed
Nomination
and
be
the
shall
by
Committee and the Board of Directors of the Company, from time to time in
Remuneration
Nomination,
Evaluation
with
and
the
Policy
the
line
of
Company and the applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations.
Brief Profile experience
in technology,
has over 20 years of rich
consulting,
Mr. Joshi
strategy, sales and manufacturing. He started his career with IBM in the US,
setting up a cutting-edge semiconductor fabrication plant and working on
bringing innovative new chips to the market. As a consultant with McKinsey
he worked across industries driving M&A, sales strategies and
in the
US,
operation improvements. In 2010, he moved to India with Eaton Fluid Power,
working on their growth strategy and then operationalized it as the Sales and
Marketing Leader. At Honeywell, Aseem led various businesses in India, across
automation
Most
scanning
sensing,
and
building
industries.
recently,
he
successfully setup a new smart city focused global business, with teams in
India, Middle East and the US.
Mr. Joshi has an MBA from INSEAD, France, MS in Industrial and Systems
Engineering from the Virginia Tech University, USA, and a BE in Mechanical
Engineering from University of Pune.
Disclosure
of
relationships
between
directors/KMP
Mr. Joshi is not related to any of the Directors or Key Managerial Personnel of
the Company.

For GMM Pfaudler Limited

CEA E

Tarak Patel Managing Director DIN : 00166183

ANNEXURE II

Details of ESOP 2021:

GMMPTaudler @
Defining the standard
ANNEXURE
II
Details of ESOP 2021:
'E Sr. No. Particulars
Type of securities proposed to Eduity shares
issued
eduity
shares,
be
(viz.
convertibles etc.)
Information
2. Type of issuance (further public Employee Stock Options
offering,
rights
issue,
depository receipts (ADR/GDR),
gualified
placement,
Institutions
preferential allotment etc.)
3. number
Total
of
proposed
issued
be
to
amount
which
the the
total
for
securities
be
will
(approximately)
securities 51,161 Stock Options with a right to subscribe to 51,161 Eguity
or the Shares having face value of * 2/- each representing "0.35 % of
Company,
share
subject
paid
capital
of the
total
up
to
issued approval of the shareholders of the Company through
postal
balls.
4. Total amount for which the
securities will be issued
Total amount to be raised by the issue of the Eguity Shares under
ESOP 2021, will
product of *exercise price of the
the
be the
vested options in line with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Eguity) Regulations, 2021 and the
number of Options to be exercised under the ESOP 2021.
Nomination
decided
*Exercise
price
the
shall
be
by
&
Remuneration Committee, which shall in no case be lesser than
the 90% of the average of the last 6 months of the closing share

For GMM Pfaudler Limited

as

Tarak Patel Managing Director DIN : 00166183

D I itt Chartered Accountants @ OIl @ 19th floor, Shapath-V Haskins 8 Sells Ahmedabad-380 015

S.G. Highway Gujarat, India

Tel: 491 79 6682 7309 Fax: 491 79 6682 7A00

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF GMM Pfaudler Limited

  • 1, We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of GMM Pfaudler Limited ("the Company"), for the guarter and half year ended September 30, 2021 ("the Statement"), being submitted by the Company pursuant to the reguirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, as amended.
    1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. 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 (ICAD). A review of interim financial information consists of making inauiries, primarily of the Company's personnel 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 specified under section 143(10) of the Companies Act, 2013 and conseguently 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.
    1. Based on our review conducted 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 the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information reguired to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm's Registration No. 117365W)

KonRaye. Roma

Kartikeya Raval Partner (Membership No. 106189) UDIN: 21106189AAAANI9226

Place: Mumbai Date: October 1\$,2021

GMM PFAUDLER LIMITED

Registered Office & Works: Vithal Udyognagar, Karamsad 388 325, Gujarat, India CIN : L29199G6J1962PLCO0001171, Email ID : [email protected], Web Site : www.gmmpfaudler.com

GMM PFAUDLER LIMITED
Registered Office & Works: Vithal Udyognagar, Karamsad 388 325, Gujarat, India
CIN : L29199G6J1962PLCO0001171, Email ID : [email protected], Web Site : www.gmmpfaudler.com
STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE GUARTER AND HALF YEAR ENDED SEPTEMBER 30,2021 Standalone \$ In million (except per share data)
Particulars
30.09.2021
Unaudited
@uarter ended
30.06.2021
Unaudlted
30.09.2020
Unaudlted
Half Year ended
30.09.2021
Unaudlted
30.09.2020
Unaudited
Year ended
31.03.2021
Audilted
1 Income:
Revenue from operations
2,059.54 1,713.54 1,541.44 3,773.08 2,850.41 6,408.09
2 Other income
Total Income
Expenses:
12.02
2,071.56
8.39
1,721.93
22.34
1,563.78
20.41
3,793 .49
44.92
2,894.63
78.89
6,486.98
a) Cost of materials consumed
b) Changes in inventories of finished goods and work-in-progress
c) Employee benefits expense
895.71
(25.03)
208.26
694.31
(18.91)
199.06
619.80
1795
191.93
1,590.02
(43.94)
407.32
1,009.54
279.86
343.36
2,637.06
103.21
699.04
d) Depreciation & amortization expense
e) Labour charges
85.39
187.32
78.44
107.05
67.27
92.32
163.83
244.37
112.41
167.06
289.50
418.80
f) Finance cost
g) Other expenses
Total Expenses
46.62
332.81
1,681.08
32.34
294.65
1,386.94
177
252.10
1,249.08
78.96
627.46
3,068.02
29.39
440.36
2,381.98
66.58
1,013.76
5,227.95
3
4
Profit before exceptional items and tax (1-2)
Exceptional items
390.48
-
334.99
-
314.70
-
725.47
-
512.65
-
1,259.03
-
5
6
Profit Before Tax (3 # 4)
Tax Expense:
Current Tax
390.48
99.32
334.99
83.44
314.70
79.23
725.47
182.76
512.65
181.82
1,259.03
326.49
7 Excess Provision for Tax relating to Prior Years
Deferred Tax
Profit for the period from continuing operations (5-6)
-
(1.18)
292.34
(5.78)
(1.17)
258.50
(13.87)
(1.30)
250.64
(5.78)
(2.35)
550.84
(13.87)
(19.44)
414.14
(13.87)
(4.61)
951.02
8
9
Profit from discontinued operations
Tax Expenses of discontinued operations
10 Profit from discontinued operations (after tax) (8-9)
-
-
-
-
-
-
-
-
-
-
-
-
11 Profit for the period (7410)
12 Other Comprehensive Income
-
292.34
-
258.50
-
250.64
-
550.84
-
414.14
-
951.02
A) Items that will not be reclassified to profit or loss
j) Actuarial Gain / (Loss) on Gratuity and Pension obligations
i) Income tax relating to items that will not be reclassified to profit or
(5.34) (5.35) (1.72) (10.69) (3.45) (15.22)
loss
B) Items that will be reclassified to profit or loss
i) Exchange difference in translating the financial statements of
- - - - - -
foreign components
i) Income tax relating to items that will be reclassified to Profit & loss
account
- - - - - -
13 Total Comprehensive Income for the period (11112) (Comprising
Profit and Other Comprehensive Income for the period)
-
287.00
-
253.15
-
248.92
Ë
540.15
s
410.69
s
935.80
14 Eamings per eguity share (For continuing operations) (Face Value of
share # 2/- each) (not annualised):
a) Basic & Diluted
20.00 17.68 17:15 37.68 28.33 65.06
15 Earnings per eguity share (For discontinued operations) (Face Value of
share # 2/-) (not annualised):
a) Basic & Diluted
- - - - - -
16 Earnings per eguity share (For discontinued operations & continuing
operations) (Face Value of share # 2/-) (not annualised):
a) Basic & Diluted
17 Paid-up Eauity Share Capital (Face Value of * 2 each)
18 Other Eauity
20.00
29.23
17.68
29.23
17.16
29.23
37.68
29.23
28.33
29.23
65.06
29.23
3,544.28
Notes:
1) The above unaudited results have been reviewed by the Audit Committee and approved by Board of Directors in their respective meeting held on October 28, 2021.
The Board of Directors have announced a second interim dividend of # 1 /- per share for the current financial year 2021-22. The record date for the payment of the said dividend has been
3) 2) fixed on November 11, 2021
Number of Investors complaints (i) opening at the guarter : 0 (i) received during the guarter : 0 (ii) disposed off : 0 and (iv) pending at the guarter end: 0
4) As per Ind AS-108 "Operating Segments" issued by the Institute of Chartered Accountants of India, if financial results contains standalone financial results and consolidated financial
results, no separate disclosure on segment information is reguired to be given in the standalone financial results. Accordingly, segment information has been given in the Consolidated
5) Financial Results of the Company.
The company had successfully bid in E-auction sale of asset under IBC, 2016 of HDO Technologies Limited on March 16, 2021 with bid value of # 584.57 million. The company has
concluded the acauisition on April 23, 2021. ea
For and on behalf of Board of Directors
For GMM Pfaudler Limited
Place : Mumbai
Date : October 28, 2021
arak
Patel
Managing Director

arak Patel Managing Director

GMM PFAUDLER LIMITED
STANDALONE UNAUDITED BALANCE SHEET AS AT SEPTEMBER 30, 2021 £ in Million
Particulars As at
80.09.2021
As at
31.08.2021
ASSETS Unaudited Audited
(DINon-current assets
(a) Property, Plant & Eduipment
(b) Right of Use Assets
1,854 47
126.99
1,294.64
152.82
(c) Capital work-in-progress
(d) Goodwill
88.30
59.32
26.10
59.32
(e) Other Intangible Assets
(f) Intangible assets under development
224.53 260.62
(g) Financial Assets - 0.28
(j) Investments
(i) Others
1.712 36
33.18
1,712.36
29.61
(h) Other non-current assets
Total Non-current assets
13.95
4,113.10
TdlE22
3,606.97
(2) Current Assets
(a) Inventories 1,554.12 1,126.52
(b) Financial Assets
(j) Investments
6.62 6.68
(ii) Trade Receivables
(ii) Cash & Cash Eguivalents
945.77
341.22
1,129.97
286.77
(iv) Bank balances other than (ii) above
(v) Loans
12:55
de
31.41
0.78
(vi) Others 562.83 352.39
(c) Other current assets
Current assets
Total
311.16
3,735.44
135.23
3,069.75
Total Assets 7,848.54 6,676.72
EOUITY & LIABILITIES
Eguity
(a) Eduity Share Capital 29.23 29.23
(b) Other Eguity
Total Eguity
4,040.57
4,069.80
3,544 28
3,573.51
LIABILITIES
(1) Non-current liabilities
(a) Financial Liabilities
Borrowings
(i)
1,162.58 752.02
(i) Lease Liabilities
(b) Provisions
86.45 117:66
3.49
(c) Deferred tax liabilities (Net) -
42.86
45.21
Total Non-current liabilities
(2) Current liabilities
1,291.89 918.25
(a) Financial Liabilities
(j) Borrowings
284.81 301.66
(i) Lease Liabilities
(iii) Trade payables due to
61.88 54.67
- Micro & Small Enterprise
- Other than Micro & Small Enterprise
37.79
913.90
44.08
886.70
(iv) Others 95.65 186.73
(b) Provisions
(c) Current Tax Liabilities (Net)
65.50
55.49
71.14
50.25
(d) Other current liabilities
Total Current Liabilities
971.83
2,486.85
589.73
2,184.96
Total Eduity & Liabilities 7,848.54 6,676.72

GMM PFAUDLER LIMITED
STATEMENT OF STANDALONE UNAUDITED CASH FLOWS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2021
# In Million
Berdadlts
Half Year Ended
30.09.2020
30.09.2021
Unaudited
Unaudited
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation
512.65
725.47
Adjustments for:
Depreciation and amortisation expenses
163.83
112.41
Net (gain) / loss on disposal of property, plant & eguipment
(0.91)
-
Net (gain) / loss on non-current investments designated as fair value through profit or loss
0.10
-
Net (gain) / loss on current investments designated as fair value through profit or loss
0.06
1.04
Interest Income
(25.58)
(1.95)
Interest and financial charges
29.39
78.96
Provision for doubtful debts, liduidated damages and advances
35.69
8.36
Provision for warranty
4.69
1:85
Unrealised foreign exchange fluctuation loss/(gain)
(4.88)
(2.93)
Actuarial gain / (loss) on gratuity reclassified in OCI
(10.69)
(3.45)
Operating profit before working capital changes
660.87
962.94
Adjustments for:
(Increase) / Decrease in inventories
302.68
(427.60)
(Increase) / Decrease in trade receivable, loans and other financial & non financial assets
(215.32)
(380.69)
Increase / (Decrease) in trade payables, provisions and other financial & non financial liabilities
299.04
112.83
Cash generated from operations
619.06
695.69
Direct taxes paid
(171.74)
(61.62)
Net cash from operating activities
447.32
634.07
A
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and eaguipment, including intangible assets
(666.76)
(218.93)
Proceeds from sale of property, plant and eguipment
4.44
-
Proceeds from sale of current investments
353.85
-
Fixed deposit placed with bank
(215.00)
-
Proceeds from fixed deposits
19.94
-
Interest received
25.58
1.95
Payment towards acauisition of business
(545.37)
-
Net cash used in investing activities
(640.43)
(600.37)
B
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of short term borrowings
(218.97)
(212.25)
Proceeds from short term borrowings
100.00
74.19
Proceeds from long term borrowings
614.00
460.00
Repayment of long term borrowings
(76.02)
-
(66.62)
(15.98)
Interest paid
Dividend paid
(44.10)
(43.62)
Payment of lease liability
(34.92)
(38.07)
Net cash from financing activities
247.56
250.08
C
NET INCREASE IN CASH & CASH EOGUIVALENTS
ATBYC
283.78
54.45
Cash and cash eguivalents at the beginning of the period
286.77
286.77
Cash and cash edguivalents at the end of the period
341.22
570.55

- Chartered Accountants s @ oitte 18tn floor, Shapath-V Haskins 8 Sells Ahmedabad-389 015

S.G. Highway Gujarat, India

Te; 91 79 6682 7300 Fax: 491 79 6682 7400

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF GMM Pfaudler Limited

    1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of GMM Pfaudler Limited ("the Parent") and its Subsidiaries (the Parent and its subsidiaries together referred to as "the Group") for the adguarter and half year ended September 30, 2021 ("the Statement") being submitted by the Parent pursuant to the reguirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Reauirements) Regulations, 2015, as amended.
    1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review,
    1. 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 (ICAT). A review of interim financial information consists of making induiries, primarily of Parent's personnel 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 specified under Section 143(10) of the Companies Act, 2013 and conseaguently 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.
    1. The Statement includes the results of entities as given in Annexure to this report.
    1. Based on our review conducted 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 the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disciosed the information reguired to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Reaguirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Deloitte Haskins & Sells

  1. We did not review the financial information of 15 subsidiaries included in the consolidated unaudited financial results, whose interim financial information reflect total assets of Rs. 19,085.26 million as at September 30, 2021, total revenues of Rs. 4,363.26 million and Rs. 8,132.81 million for the guarter and half year ended September 30, 2021 respectively, total net profit after tax of Rs. 91.59 million and total net loss after tax of Rs. 363.64 million for the guarter and half year ended September 30, 2021 respectively and total comprehensive income of Rs. 34.61 million and total comprehensive loss Rs. 247.37 million for the guarter and half year ended September 30, 2021 respectively and net cash outflows of Rs. 87.04 million for the half year ended September 30, 2021, as considered in the Statement, whose interim financial information have not been reviewed by us. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

All of these subsidiaries are located outside India whose financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been reviewed by other auditors under generally accepted auditing standards applicable in their respective countries. The Parent's management has converted the financial information of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Parent's management. Our report on the statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Parent and reviewed by us.

Our Conclusion on the Statement is not modified in respect of these matters.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm's Registration No. 117365W)

ETE

Kartikeya Raval (Partner) (Membership No.106189) UDIN: 21106189AAAANJ7Z4AO01

Place: Mumbai Date: Octoberad\$9, 2021

Deloitte Haskins & Sells

Annexure to Independent Auditor's Limited Review Report:

The Parent

  1. GMM Pfaudler Limited

List of Subsidiaries

  • Mavag AG
  • DoNOunPWME GMM International S.a.r.l.
  • Pfaudler GmDAH
  • Pfaudler Normag Systems GmbH
  • Pfaudler interseal GmMDH
  • Pfaudler France S.a.r.l.
  • Pfaudler Service BeNelux B.V,
  • Pfaudler S.r.t.
  • Pfaudler Limited
  • Pfaudler (Chang Zhou) Process Eguipment Company Limited
  • Pfaudler S.A. de C.V.
  • Edlon Inc
  • GMM Pfaudler US Inc.
  • Glasteel Parts and services Inc.
  • Pfaudler Ltda.
  • Pfaudler Private Limited

GMM PFAUDLER LIMITED

GMM PFAUDLER LIMITED
Registered Office & Works: Vithal Udyognagar, Karamsad 388 325, Gujarat, India
CIN : L29199G6J1962PLCO001171, Email ID : [email protected], Web Site : www.gmmpfaudler.com
STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE GUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2021
@uarter ended Consolidated Half Year ended \$ In million (except per share data) Year ended
1 Particulars
Income:
30.09.2021
Unaudited
(Refer Note 7)
30.06.2021
Unaudited
30.09.2020
Unaudited
30.09.2021
Unaudited
(Refer Note 7)
30.09.2020
Unaudited
31.03.2021
Audited
Revenue from operations
Other income
Total Income
Expenses:
6,472.37
29.49
6,501.86
'
5,516.79
dor
5,528.76
EF
1,862.53
20.09
1,882.62
11,989.16
41.46
12,030.62T.
3 406.87
47.29
3,454.16.
10,011.19
234.79
10,245.98
If
2 a) Cost of materials consumed
b) Changes in inventories of finished goods and work-in-progress
c) Employee benefits expense
2,362.13
185.47
1,732.97
'
2,161.25
8.21
1,745 .54
806.05
3.08
287.45
4,523.38
193.68
3,478.51
1,298.60
251.85
530.28
3,862.23
614.76
2,074.72
d) Depreciation & amortization expense
e) Labour charges
f) Finance cost
g) Other expenses
392.03
172.58
18.64
1,081.69
386.57
138.80
141.27
1,103.59
61.32
105.22
17.71
266.39
778.60
311.38
159.91
2,185.28
121.07
186.08
29.39
470.78
505.52
469.79
101.81
1,603.35
3
4
Total Expenses
Profit/ (Loss) before exceptional items and tax (1-2)
Exceptional items
Profit / (Loss) Before Tax (3 4 4)
5,945.51
556.35
-
556.35
5,685.23
(156.47)
-
(156.47)
1,547.22
335.40
-
335.40
11,630.74
399.88
-
399.88
2,888.05
566.11
-
566.11
9,232.18
1,013.80
335.17
678.63
5
6
Tax Expense:
Current Tax
Excess Provision for Tax relating to Prior Years
233.29
-
191.23
(5.78)
85.96
(13.87)
424.52
(5.78)
136.70
(13.87)
305.96
(39.50)
7
8
9
Deferred Tax
Profit/ (Loss) for the period from continuing operations (5-6)
Profitfrom discontinued operations
Tax Expenses of discontinued operations
(64.96)
388.02
-
-
(157.91)
(184.01)
-
-
(5.22)
268.53
-
-
(222.87)
204.01
-
-
(17.18)
460.46
-
-
(221.88)
634.05
s
-
11 10 Profit/ (Loss) from discontinued operations (after tax) (8-9)
Profit / (Loss) for the period (710)
Attributable To:
-
388.02
-
(184.01)
-
268.53
-
204.01
-
460.46
-
634.05
Eauity Holders of the Parent
Non Controlling Interest
12 [Other Comprehensive Income
A) Items that will not be reclassified to profit or loss
346.02
42.00
25.90
(209.91)
268.55
(0.02)
371.92
(167.91)
460.48
(0.02)
733.64
(99.59)
i) Actuarial Gain / (Loss) on Gratuity and Pension obligations
i) Income tax relating to items that will not be reclassified to profit or loss
B) Items that will be reclassified to profit or loss
i) Exchange difference in translating the financial statements of
143.96
(36.92)
(3.20)
(0.30)
(65.34)
8.90
140.76
(37.22)
(54.55)
7.15
471.04
(121.23)
foreign components
ii) Income tax relating to items that will be reclassified to profit or loss
Total Other Comprehensive Income / (Loss)
(172.64)
-
(65.60)
226.15
-
221.65
12.28
-
(44.16)
52.51
-
156.05
22.38
-
(25.02)
(112.79)
-
237.02
Attributable To:
Eduity Holders of the Parent
Non Controlling Interest
(39.38)
(26.22)
141.95
79.70
(44.16)
-
102.57
53.48
(25.02)
-
121.83
115.19
13 Total Comprehensive Income for the period (11412) (Comprising Profit and Other
Comprehensive Income for the period)
Attributable To:
Eauity Holders of the Parent
322.42
306.64
37.64.
167.85
224.37
224.39
360.06
474.49
435.44
435.46
871.07
855.47
14 Non Controlling Interest
Earnings per eguity share (For continuing operations) (Face Value of share * 2/- each)
(not annualised):
a) Basic & Diluted
15.78
23.67
(130.21)
1.77
(0.02)
18.37
(114.43)
25.44
(0.02)
31.50
15.60
50.19
15 Earnings per eguity share (For discontinued operations) (Face Value of share £ 2/-)
(not annualised):
a) Basic & Diluted
- - - - - -
Earnings per eguity share (For discontinued operations & continuing operations) (Face
16 Value of share # 2/-) (not annualised):
a) Basic & Diluted
17 Paid-up Eguity Share Capital (Face Value of * 2 each)
23.67
29.23
1.77
29.23
18.37
29.23
25.44
29.23
31.50
29.23
50.19
29.23
Notes: 18 Other Eguity
The above unaudited results have been reviewed by the Audit Committee and approved by the Board of Directors in their respective meeting held on October 28, 2021.
4,042.18
1)
2)
The Board of Directors have announced a second interim dividend of # 1/- per share for the current financial year 2021-22. The record date for the payment of the said dividend has been fixed on
November 11, 2021.
3) Number of Investors complaints (i) opening at the guarter : 0 (i) received during the guarter : 0 (ii) disposed off : 0 and (iv) pending at the guarter end: 0
The company had successfully bid in E-auction sale of asset under IBC, 2016 of HDO Technologies Limited on March 16, 2021 with bid value of # 584.57 million. The company has concluded the
4)
5)
acauisition on April 23, 2021.
The above results for auarter and half year ended September 30, 2021 includes amortisation of intangibles acauired as part of Pfaudler business acauisition amounting to # 188.42 million and Z
6) 377.05 million respectively.
An inventory step-up of # 921.55 million was recorded on February 1, 2021 and out of which £ 456.58 million was charged to cost of material consumed during the year ended March 31, 2021 and
remaining * 464.97 (excluding forex impact) million was charged to cost of material consumed during the guarter ended June 30, 2021 and half year ended September 30, 2021 which is based on
sales of such stepped-up inventory. Estimated period for sale of such stepped-up inventory was estimated to be approximately 4 months.
7) Results and Segment disclosures for the period relating to guarter and half year ended September 30, 2021, guarter ended June 30, 2021 and year ended March 31, 2021 include Pfaudler
Intemational business from February 1, 2021, hence figures for the guarter and half year ended September 30, 2021 are not comparable with the figures for the guarter and half year ended
September 30, 2020. Accordingly, Cash Flow figures for the half year ended September 30, 2021 are not comparable with the figures for the comparative half year ended September 30, 2020.
EA
For and on behalf of Board of Directors For GMM Pfaudler Limited
Place : Mumbai
Date : October 28, 2021
Tarak Patel
Managing Director] .

Place : Mumbai Date : October 28, 2021

CONSOLIDATED SEGMENT WISE REVENUE, RESULTS, SEGMENT ASSETS GMM PFAUDLER LIMITED AND LIABILITIES FOR THE GUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2021
Consolidated \$ In Million
bartioulkee 30.09.2021 @uarter ended
30.06.2021
30.09.2020 Half Year ended
30.09.2021
30.09.2020 Year ended
31.03.2021
1) Segment Revenue: Unaudited
(Refer Note 7)
Unaudited Unaudited Unaudited
(Refer Note 7)
Unaudited Audited
a) India
b) Overseas
1,802.63
4,669.74
1,542.41
3,974.38
1,515.28
347.25
3 345.04.
8,644 12
2,780.75
626.12
6,165.50
3,845,69
Net sales / Income from Operations 6,472.37 5,516.79 1,862.53 11,989.16 3,406.87 10,011.19
2) Segment Result:
Profit / (Loss) before Tax and Interest
a) India
b) Overseas
Total
360.63
214.36
574.99
350.33
(365.53)
(15.20)
332.41
20.70
353.11
710.96
(151.17)
559.79
542.04
53.46
595.50
1,123.79
(343.35)
780.44
Less : Finance Costs 18.64 141.27 17.71 159.91 29.39 101.81
Total Profit / (Loss) before Tax 556.35 (156.47) 335.40 399.88 566.11 678.63
3) Segment Assets:
a) India
5,953.83 5,611.36 4,922.21 5 953.83 4,922.21 4,881.60
b) Overseas 19,371.73 19 287.47 1,553.69 19,371.73 1,553.69 19 293.33
Total
4) Segment Liabilities:
25,325.56 24 898.83 6,475.90 25,325.56 6,475.90 24,174.93
a) India
b) Overseas
3 405.04
16,291.24
3 486.74
16,075.05
2,048.08
606.83
3,405.04
16,291.24
2,048.08
606.83
2,941.12
15,929.07
Total 19,696.28 19,561.79 2,654.91 19,696.28 2,654.91 18,870.19

GMM PFAUDLER LIMITED
CONSOLIDATED UNAUDITED BALANCE SHEET AS AT SEPTEMBER 30, 2021
As at £ In Million
As at
Particulars 30.09.2021
Unaudited
31.03.2021
Audited
ASSETS
(D Non-current assets
(a) Property, Plant & Eguipment
4,280.83 36
a2
(b) Right of Use Assels 1,354.85 1,385.07
(c) Capital work-in-progress
(d) Goodwill
104.33
656.65
43.23
636.71
(e) Other Intangible Assets
(f) Intangible assets under development
4,184.06 4,529.36
0.28
(g) Financial Assets -
(i) Investments
(ii) Others
0.01
35.70
0.01
82.02
(h) Deferred Tax Assets (net) 468.28 352.82
() Other non-current assets
Total Non-current assets
21.63
11,106.34
74.39
10,865.21
(2) Current Assets
(a) Inventories
(b) Financial Assets
6,102.81 5,848.81
(j) Investments
(ii) Trade Receivables
6.62
2,931.16
6.68
3,096.14
(ii) Cash & Cash Edguivalents 2,504.24 2,434.69
(iv) Bank balances other than (ii) above
(v) Loans
284.99
AT
488.06
0.78
(Vi) Others 1,328.02 742.11
(c) Other current assets
Total Current assets
1,065.21
14,219.22
692.45
13,309.72
Total Assets 25,325.56 24,174.93
EO@UITY & LIABILITIES
(DIEguity
(a) Eauity Share Capital
29.23 29.23
(b) Other Eauity
Eguity attributable to the Parent
4,472.81
4,502.04
4,042.18
4,071.41
(2) Non-Controlling Interest 1,127.24 1,233.33
LIABILITIES
(3) Non-current liabilities
(a) Financial Liabilities
Borrowings
()
4,733.56 4,A27.54
Lease Liabilities
(i)
(b) Deferred tax liabilities (Net)
(des zz
A6O.O7
1,215.64
523.45
(c) Provisions 4 400.33 4,555.48
(d) Other non-current liabilities
Total Non-current liabilities
21.95
10,799.68
123 16
10,845.86
(4) Current liabilities
(a) Financial Liabilities
() Borrowings 553.36 489.12
(ii) Lease Liabilities
(ii) Trade payables due to
213.79 193.91
- Micro & Small Enterprise
- Other than Micro & Small Enterprise
37.79
2,861.24
44.08
2,916.32
(iv) Others 250.08 800.32
(b) Provisions
(c) Current Tax Liabilities (Net)
1,002.17
149.59
970.07
176.51
(d) Other current liabilities 3 828.58 2,935.00
Total Current Liabilities
Total Eaguity & Liabilities
8,896.60
25,325.56
8,024.33
24,174.93

GMM PFAUDLER LIMITED STATEMENT OF CONSOLIDATED UNAUDTED CASH FLOWS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2021 \$ In Million - Half-year Ended Parsioulare 30092021 30.08.2020 Unaudited Unaudited (Refer Note 7) CASH FLOW FROM OPERATING ACTIVITIES Profit before taxation 399.88 566.11 Adjustments for: Depreciation and amortisation expense 778.60 121.07 Net (gain) / loss on disposal of property, plant & eguipment (5.09) - Net (gain) / loss on non-current investments designated as fair value through profit or loss - 0.10 Net (gain) / loss on current investments designated as fair value through profit or loss 0.06 1.04 Interest Income (1.95) (27.11) Interest and financial charges 16994 29.39 Provision for doubtful debts, liguidated damages and advances 7.31 35.70 Provision for warranty 8.37 1.68 Unrealised foreign exchange fluctuation loss/(gain) 9.18 1418 Actuarial gain / (loss) on gratuity and pension obligations reclassified in OC! 140.76 (54.55) Operating profit before working capital changes 1,497.03 690.56 Adjustments for: (Increase) / Decrease in inventories (254.00) 280.93 (Increase) / Decrease in trade receivable, loans and other financial & non financial assets (805.41) (362.28) Increase / (Decrease) in trade payables, provisions and other financial & non financial liabilities 552.05 294.47 Cash generated from operations 989.67 903.68 Direct taxes paid (445.66) (66.50) Net cash from operating activities A 544.01 837.18 CASH FLOW FROM INVESTING ACTIVITIES Purchase of property, plant and eguipment, including intangible assets (714.71) (223.06) Proceeds from sale of property, plant and edguipment 12.90 353.36 Fixed deposits placed with banks - (215.00) Proceeds from fixed deposits 203.90 - Interest received 1.95 dd Loan repaid by related party - 169.12 Payment towards acduisition of business - (545.37) Net cash used in investing activities B (495.96) (433.84) GASH FLOW FROM FINANCING ACTIVITIES Proceeds from short term borrowings 74.19 100.00 Repayment of short term borrowings (218.97) (212.25) Proceeds from long term borrowings 614.00 460.00 Repayment of long term borrowings (176.11) - Interest paid (123.96) (15.98) Dividend paid (43.61) (43.62) Payment of lease liability (104.04) (38.07) Net cash from financing activities C 21.50 250.08 NET INCREASE IN CASH & CASH EOGUIVALENTS A*BHC 69.55 653.42 Cash and cash eguivalents at the beginning of the period 2,434.69 477.75 Cash and cash eguivalents at the end of the period 2,504.24 1,131.17